Microsoft. Microsoft will indemnify and hold harmless the Company --------- against, and will defend or settle at Microsoft's expense, any action actions, claims, liabilities, losses, damages, costs, expenses, judgments and penalties, including but not limited to reasonable attorneys' fees, or other proceeding brought by third parties against Company to the extent based on a claim that, if true would (a) result from any misrepresentation or breach of representation or warranty of Microsoft contained herein, or (b) result from any breach of any covenant or agreement to be performed by Microsoft hereunder.
Microsoft. Microsoft warrants and represents that: (i) it has sufficient authority to enter into this Agreement and (ii) all materials made available by Microsoft to Company pursuant to this Agreement (including logos) do not infringe the copyrights, trademarks, service marks or any other proprietary right of any third party. Microsoft will indemnify Company from and against any loss, claim, liability, damage, action or cause of action (including, without limitation, reasonable attorneys' fees) brought against Company by a third party and arising from or related to materials (including any intellectual property) made available by Microsoft to Company or for any breach by Microsoft of the foregoing warranties, provided that Company cooperates as set forth in Section 9.3.
Microsoft. Microsoft Software, which is provided by Centre to Customer under a Service Provider License Agreement (a “SPLA”), has specific terms and conditions for the use of such Software. These terms and conditions are contained in Appendix A of this Agreement. In the event of a conflict between the terms of this Agreement and the license terms and conditions of such Third-Party Software, the license terms and conditions of the Third-Party Software shall control.
Microsoft. Except for any limited express warranties (if any) provided to MCSP by any applicable license agreement accompanying the Products or Beta Software (the "Limited Warranty"), no other warranties are made with respect to any Products or Beta Software, Welcome Kits, any program guides, and any other services or materials provided by MICROSOFT to MCSP (collectively, "MS Materials"). EXCEPT FOR ANY SUCH LIMITED WARRANTIES (IF ANY) AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT PROVIDES THE MS MATERIALS `AS IS' AND, WITH RESPECT TO THE MICROSOFT MATERIALS, HEREBY DISCLAIMS, ALL WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE PROVISION OR OPERATION OF ANY MICROSOFT MATERIALS WILL BE TIMELY OR UNINTERRUPTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THE MCSP. THE LIMITED WARRANTIES AND CONDITION REFERENCED ABOVE GIVE MCSP SPECIFIC LEGAL RIGHTS. MCSP MAY HAVE OTHERS, WHICH VARY FROM JURISDICTION TO JURISDICTION. Neither MCSP nor any of its employees or agents shall have the right to make any representation, warranty, or promise or give any instructions for use of the Product which instruction is not contained on the Product label or container, or authorized by Microsoft Corporation.