Provider Terms
These Provider Terms (the "Provider Terms") govern and are incorporated by reference into statements of work, work orders, and/or similar documents (each, a "SOW") that reference these Provider Terms. The parties, referred to as "Customer" and "Altisource", will be identified in each SOW. In case of a conflict between these Provider Terms and an SOW, these Provider Terms shall prevail unless the SOW states otherwise for that specific term or condition.
1. SERVICES
Altisource shall perform the services ("Services") described in any SOW. The provision of Services by Altisource is non-exclusive, and Altisource reserves the right to offer similar or identical services or products to other clients. Altisource may provide the Services directly or indirectly through its Affiliates (as defined below). When Altisource's Affiliates contribute to the Services, they shall be entitled to all rights and receive all protections afforded to Altisource under these Provider Terms and any applicable SOW(s). "Affiliates", as used in these Provider Terms, means any entity that directly or indirectly controls (owns more than 50% of voting securities or has the power to direct management), is controlled by, or is under common control with Altisource.
2. FEES AND PAYMENT TERMS
a) Customer shall pay all applicable fees for the Services ("Fees") as specified in each SOW and applicable invoice. Altisource may, at its discretion, invoice Customer for Fees payable to an Altisource Affiliate or third-party
b) Fees payable to Altisource are exclusive of sales, use, ad valorem, personal property, and other taxes, which are the sole responsibility of Customer. Unless otherwise stated or disclosed, all amounts payable under the SOWs exclude any goods and services taxes, value-added taxes, sales taxes, or similar taxes ("Sales Taxes"), which are the sole responsibility of Customer. If Sales Taxes are separately identified or imposed on the performance or delivery of Services, Customer agrees to pay Altisource an amount equal to these taxes, subject to receipt of a valid receipt or invoice. This payment is in addition to the amounts otherwise payable under the SOWs, unless a valid sales tax exemption certificate is provided. Altisource will provide Customer with a valid Sales Tax receipt or invoice as required by applicable law, enabling Customer to seek tax recovery to the extent permitted;
c) Customer shall designate an email address for invoice submission in each SOW. Invoices sent to this email address are considered received. Payments are due within thirty (30) calendar days from the invoice date via automated clearing house or similar electronic transfer, unless otherwise specified on the invoice. Altisource may reject payments made by check or any non-immediately available funds. Failure to make timely payments may result in the suspension of Services until payment is received;
d) Customer must raise any invoice disputes in writing within thirty (30) calendar days of the invoice date. Customer agrees to pay undisputed amounts promptly. The parties will work in good faith to resolve disputes within ten (10) business days of Altisource receiving notice. Altisource may suspend Services until the dispute is resolved or payment is made. Unpaid invoices accrue interest at two percent (2%) per month or the maximum rate permitted by law. Customer is liable for all expenses incurred by Altisource in recovering overdue payments, including reasonable attorneys' fees and collection agency fees; and
e) Immediately upon expiration or termination of any SOW, Customer shall settle all Fees owed to Altisource, including any accrued interest or costs, if permissible under applicable law or regulation.
3. TERMINATION OF THE SOWs
a) Either party may terminate any SOW if the other party: (i) initiates bankruptcy, insolvency, reorganization, winding up, or debt adjustment proceedings; (ii) consents to, or fails to appropriately contest, the appointment of a receiver, custodian, trustee, or liquidator for a substantial portion of its assets; (iii) makes a general assignment for the benefit of creditors, (iv) is unable, or admits in writing its inability, to pay its debts as they become due; or (v) materially breaches these Provider Terms. Termination for material breach shall only be effective if written notice of the breach is provided and the breaching party fails to cure it within thirty (30) calendar days, or, if the breach cannot reasonably be cured within that period, fails to commence and diligently pursue curing the breach within such time.
b) Customer may have the right to terminate an SOW if Altisource fails to meet the service levels specified in that SOW, as set forth in the applicable SOW terms.
c) Altisource may suspend or terminate any SOW: (i) if Customer fails to make timely payment of Fees after receiving written notice from Altisource and does not pay all amounts due within fifteen (15) calendar days of receiving the notice, or (ii) by providing ninety (90) calendar days' written notice to Customer.
4.CONFIDENTIALITY
a) "Confidential Information" shall mean:
(i) With respect to Customer: non-public, proprietary information that Customer identifies as confidential and provides to Altisource, either at Altisource's request or as necessary for Altisource to provide the Services; and
(ii) With respect to Altisource: non-public proprietary information belonging to Altisource and/or its Affiliates, including but not limited to: contracts, financial records, operational data, and billing information; business models, reports, computer systems, websites, and reporting systems; marketing strategies, operational procedures, proprietary systems, and methodologies; Trade Secrets (as defined below); research, development, business affairs, and proprietary initiatives; programs, technical know-how, methods of operation, and business practices; fees, pricing information, and service levels. "Trade Secrets" refer to information that derives independent economic value from not being generally known or readily ascertainable through proper means and is subject to reasonable efforts to maintain its secrecy, including but not limited to lists of customers, vendors, contractors and members.
b) Confidential Information excludes information that:
(i) is publicly available and known other than through the fault or breach of the recipient;
(ii) was already in the recipient's possession before disclosure by the discloser;
(iii) is obtained by the recipient from a third-party not breaching a duty of confidentiality to the discloser; or
(iv) is independently developed by the recipient without use of the discloser's Confidential Information.
c) During the term of each applicable SOW and for a period of 2 years after its termination, the recipient shall treat all Confidential Information received from the discloser in confidence. The recipient shall take reasonable steps to maintain the confidentiality and secrecy of such Confidential Information and shall not disclose it except as permitted herein. Notwithstanding the above, Trade Secrets shall remain protected indefinitely as long as they meet the definition of Trade Secrets;
d) The recipient may disclose Confidential Information to its (and its affiliates') affiliates, directors, managers, officers, employees, agents, and independent contractors (e.g., consultants, accountants, lawyers) who need to know for purposes related to the Services or the SOW(s). Such recipients must be informed of the confidential nature of the information and agree not to disclose it further;
e) No right, title, or interest in Confidential Information is transferred to the recipient;
f) If the recipient is legally compelled to disclose Confidential Information, it must promptly notify the discloser to allow for the seeking of a protective order or waiver. The recipient agrees to cooperate with the discloser, at the discloser's expense, in obtaining such protective measures. If the discloser does not provide protective measures within a reasonable time, the recipient may disclose the information, provided it has complied with notice requirements; and
g) At the discloser's request and expense upon expiration or termination of an SOW, the recipient shall promptly return or destroy all Confidential Information received under each applicable SOW and any copies thereof, except as required for legal or recordkeeping purposes.
5. PERSONAL DATA
"Personal Data" shall mean any information relating to an identified or identifiable natural person ("Data Subject"). Each party acknowledges its obligations under applicable data protection laws, which may include the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), the Virginia Consumer Data Protection Act (VCDPA), the Colorado Privacy Act (CPA), the New York SHIELD Act, the Nevada Privacy Law, other current or future state-specific laws, and the EU General Data Protection Regulation (GDPR) (collectively referred to as the "Data Protection Laws"), depending on the Services provided, the location of the parties, or the Data Subjects involved.
Customer determines the purposes and means of processing Personal Data, and Altisource acts as a processor, service provider, or equivalent role as defined by applicable Data Protection Laws. Customer represents and warrants that it has all necessary authorizations, consents, and approvals required under applicable laws, including the Data Protection Laws, to transfer or transmit any Personal Data for the purposes of receiving the Services. Altisource shall process Personal Data solely for the purpose of providing the Services, in accordance with documented instructions from Customer and/or as required by the applicable Data Protection Laws.
Altisource shall implement reasonably appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage, taking into account the nature, scope, context, and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. In the event of a Personal Data breach affecting the Personal Data provided by Customer to Altisource, Altisource will notify the Customer as required by applicable Data Protection Laws as soon as reasonably practicable after discovering the breach.
Altisource shall notify Customer of receipt of any Data Subject request exercising their rights under applicable Data Protection Laws concerning Personal Data processed under a SOW, including rights of access, rectification, erasure, restriction of processing, data portability, and objection. Customer is responsible for evaluating and responding to these requests in compliance with applicable Data Protection Laws. Altisource will assist Customer by providing information and cooperation as reasonably requested by Customer.
Upon Customer's reasonable request, Altisource shall make available the information necessary to demonstrate compliance with its obligations under this Section and allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer. Altisource may charge for such compliance activities based on actual costs incurred, provided that such charges are reasonable and in compliance with the spirit of applicable data protection laws.
Altisource is entitled to share Personal Data with its Affiliates and subcontractors as it determines is appropriate for the provision of the Services. Altisource will implement suitable measures to require its Affiliates and subcontractors adhere to data protection obligations that are similar to those outlined in these Provider Terms. Customer also authorizes Altisource to transfer and transmit Personal Data based on Customer's instructions or as necessary to deliver the Services. Customer shall indemnify and hold harmless Altisource against any losses, damages, liabilities, costs (including reasonable attorneys' fees), and expenses arising out of or related to Customer's breach of its representations and warranties regarding the transmission of Personal Data to Altisource or its Affiliates under these Provider Terms.
6. OWNERSHIP OF INTELLECTUAL PROPERTY
All data, information, inventions, intellectual property, including patents, trademarks, copyrights, designs and trade secrets, improvements in "know-how", new uses and processes, and any other intellectual property rights or assets (including, but not limited to, analytical methods, procedures, techniques, research, procedure manuals, personnel data, financial information, computer technical expertise and software) relating to the Services, that are conceived, generated, derived, produced or reduced to practice by Altisource or any of its Affiliates as the result of or in connection with the Services shall be and remain the exclusive property of Altisource or such Affiliate (collectively, "Altisource Property"), and to the extent Customer acquires any rights, title or interest in the foregoing, Customer hereby assigns, transfers, exclusively licenses and quitclaims all such rights, title and interest to Altisource. For the avoidance of any doubt, intellectual property created by Altisource in the course of undertaking its duties and obligations under any applicable SOW is presumed to be Altisource Property unless otherwise stated in writing. Customer retains ownership of its independently developed intellectual property, as long as it does not infringe on Altisource Property or breach this clause. To the extent necessary for Altisource to provide the Services, Customer hereby grants Altisource a limited license to use such intellectual property in connection with provision of the Services.
7. NON-SOLICITATION PROPERTY
During the duration of a SOW and for a period of twelve (12) months after termination thereof, Customer shall not, without Altisource's prior written consent, solicit or attempt to solicit for employment any current or future employee of Altisource or its affiliates or subsidiaries who provides or provided Services to Customer under such SOW. If Customer breaches this provision, Customer shall pay Altisource as liquidated damages an amount equal to twice the annual base salary of the solicited employee at the time of the breach. Public advertisements of employment opportunities by Customer (including in magazines, trade journals, internet sites, classified ads, or public job fairs) shall not be considered solicitation, and hiring resulting from such advertisements or unsolicited inquiries shall not constitute a breach.
8. THIRD-PARTY SERVICES
a) The Services may be delivered by one or more vendors or independent contractors. These services, provided by third parties, are not deemed assignments by Altisource. Third-party products or information may be utilized to deliver the Services. These third parties are termed "Third-Party Providers" and their services or information are termed "Third-Party Services";
b) Certain Third-Party Services may be subject to legal or contractual restrictions that necessitate a specific agreement between Customer and the Third-Party Providers. Customer agrees to execute any such agreements as required. Additionally, Third-Party Providers may rely upon and are expressly intended as third-party beneficiaries of the provisions outlined in this Section. While Third-Party Providers may be used to deliver Services, Altisource retains the right to process orders, deliver the Third-Party Services, and handle invoicing and payment;
c) Altisource reserves the right to adjust Fees, service scope or service levels of any SOW if Third-Party Providers modify their charges or service terms. Customer is obligated to pay these adjusted Fees;
d) To the extent the Services include Third-Party Services, Customer represents, warrants and covenants the following:
i. Customer has obtained and will obtain necessary authorization or consent from individuals as required by law and industry standards to use, process, review, and verify information submitted to Third-Party Providers;
ii. Customer's use of the Third-Party Services complies with all applicable laws and regulations;
iii. The Third-Party Services are for Customer's internal use only;
iv. The Third-Party Services are opinions and not guaranteed to be accurate predictors for Customer's applicants or customers;
v. The Third-Party Services are part of a broader set of information used by Customer for evaluating applicants or customers;
vi. Customer is responsible compliance with the Equal Credit Opportunity Act ("ECOA") and its regulations;
vii. Validation of data integrity risk scores and information on the Customer's applicants and customers as required by ECOA is the sole responsibility of Customer; and
viii. the numeric and categorical scores and the information from the Third-Party Services will not be Customer's sole criteria for loan decisions.
e) Without limiting Section 10 (Indemnification), Customer hereby indemnifies and holds each Third-Party Provider and its respective Affiliates, directors, managers, officers, employees, agents, successors and assigns (collectively, "Indemnified Parties") harmless and hereby forever releases and discharges the Indemnified Parties from and against all, direct and indirect, fixed and contingent, injuries, claims, lawsuits, regulatory investigations, demands, threats of litigation, losses, liabilities, damages, deficiencies, judgments, interest, awards, penalties, fines, costs ,expenses and/ or amounts of whatever kind or nature (including, but not limited to, reasonable attorneys' fees, the costs of enforcing any right hereunder, and the costs of pursuing any insurance providers) (collectively, the "Damages"), for any cause or reason of any nature whatsoever, regardless of the form of claim or action, whether under theory of negligence, tort, strict liability, contract, warranty, statute, or any other legal or equitable theory or principle or otherwise arising out of, relating to, or as a result of the Services or any applicable SOW, and regardless of whether the party has been informed of, or otherwise might have known or suspected the possibility of such Damages, that any of the forgoing Indemnified Parties suffer or incur arising out of or resulting from any claims, demands, actions or other proceedings made or instituted by a third-party against the Indemnified Parties arising out of or relating to the Third-Party Services provided or utilized in connection with the Services or any applicable SOW.;
f) Unless specifically provided in a SOW: (i) Customer's recourse for any issues with Third-Party Services, or against any Third-Party Provider, is solely with the Third-Party Provider, not with Altisource, (ii) Customer hereby forever releases and discharges Altisource and its directors, managers, officers, employees, agents, successors and assigns from and against all claims or liabilities regarding any and all Third-Party Services or Third-Party Providers in connection with the Services, and (iii) ALTISOURCE MAKES NO REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS OR GUARANTEES OF ANY KIND, WHETHER EXPRESS IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE THIRD-PARTY SERVICES OR THIRD-PARTY PROVIDERS THIS INCLUDES ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, ERROR-FREE SERVICES, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE; and
g) Altisource may discontinue offering specific Third-Party Services and cancel related SOWs without notice and effective immediately if the Third-Party Provider ceases to provide them.
9. REPRESENTATIONS AND WARRANTIES
a) Altisource hereby represents and warrants that: (i) it has the requisite power and authority to execute, deliver and perform its obligations under the SOW(s), (ii) the Services will materially conform with any applicable service levels set forth in the applicable SOWs, and (iii) its provision of the Services will not violate or misappropriate the intellectual property rights of any third-party;
b) Customer hereby represents and warrants that: (i) it has the requisite power and authority to execute, deliver and perform its obligations under the SOW(s), (ii) it will not use the Services to violate, infringe or misappropriate the intellectual property rights of Altisource or any third-party, and (iii) it will comply with all laws, rules and regulations applicable to it in connection with the Services and the SOW(s); and
c) EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, CUSTOMER ACKNOWLEDGES THAT ALTISOURCE DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE SUBJECT MATTER OF THESE PROVIDER TERMS OR ANY APPLICABLE SOW, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY THAT THE SERVICES WILL BE ERROR-FREE, WARRANTY OF COURSE OF DEALING, PERFORMANCE OR TRADE USAGE, OR OTHERWISE.
10. INDEMNIFICATION
Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other arty (the "Indemnitee"), its agents, members, managers, officers, directors, and employees from any and all third-party losses, liabilities, costs, expenses (including reasonable attorneys' fees), damages (including punitive damages), and claims arising from:
a) The Indemnifying Party's breach of any obligation, responsibility, warranty, or representation under these Provider Terms;
b) Claims of infringement of any third-party rights arising from (a) the use of the Indemnifying Party's intellectual property under these Provider Terms, or (b) the use of the Indemnifying Party's name, logo, or marks under these Provider Terms; and
c) The Indemnifying Party's gross negligence or intentional misconduct; provided, however, that the Indemnifying Party's indemnification obligations do not extend to losses resulting from (x) material breaches by the Indemnitee of its obligations under these Provider Terms, or (y) the fraud, gross negligence, or intentional misconduct of the Indemnitee.
The Indemnifying Party's indemnification obligations shall survive for one (1) year from the earlier of the expiration or termination of the SOW(s).
The Indemnitee must promptly notify the Indemnifying Party in writing of any claim for which indemnity is sought, within thirty (30) days of becoming aware of such claim.
The Indemnifying Party shall assume the defense of any such claim with counsel of its choice, subject to the Indemnitee's right to participate in the defense with its own counsel, at its own expense, if the Indemnifying Party does not assume the defense or if there are actual or potential conflicts of interest.
The Indemnifying Party shall not settle any claim or consent to any judgment affecting the Indemnitee's rights or interests without the Indemnitee's express written consent, which shall not be unreasonably withheld.
All claims, actions, suits, and demands relating to these Provider Terms must be initiated within one hundred and eighty (180) days from the occurrence of the event giving rise to such claims or from the date the party knew or should have known of such event.
11. LIMITATION OF LIABILITY
EXCEPT FOR BREACHES OF SECTION 4 (CONFIDENTIALITY), SECTION 7 (NON-SOLICITATION), SECTION 8 (THIRD-PARTY SERVICES AND INFORMATION), VIOLATIONS OF INTELLECTUAL PROPERTY RIGHTS, OR LOSSES ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES UNDER ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE ARISING FROM OR RELATED TO THESE PROVIDER TERMS OR THEIR SUBJECT MATTER, REGARDLESS OF FORESEEABILITY. THE TOTAL LIABILITY OF ALTISOURCE, INCLUDING ITS DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AND AFFILIATES, FOR ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, JUDGMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, AND EXPENSES (COLLECTIVELY REFERRED TO AS "LOSSES"), ARISING UNDER THESE PROVIDER TERMS, INCLUDING ANY SOW, REGARDLESS OF THE LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER FOR THE SERVICES RENDERED BY ALTISOURCE IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
ANY CLAIMS AGAINST ALTISOURCE RELATED TO THESE PROVIDER TERMS, ANY SOW, OR SERVICES MUST BE FILED WITHIN ONE HUNDRED EIGHTY (180) CALENDAR DAYS FROM THE EARLIER OF: (I) THE EVENT GIVING RISE TO THE CLAIM, AND (II) THE DATE SERVICES WERE PROVIDED BY ALTISOURCE. FAILURE TO FILE WITHIN THIS PERIOD SHALL RESULT IN THE CLAIM BEING BARRED REGARDLESS OF ANY OTHER LEGAL LIMITATION PERIOD, UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW.
ALTISOURCE AND ITS AFFILIATES SHALL ONLY BE LIABLE FOR THE SERVICES THEY ACTUALLY PROVIDE UNDER THESE PROVIDER TERMS OR ANY APPLICABLE SOW, AND NOT FOR SERVICES PROVIDED BY ANY THIRD-PARTY.
12. ARBITRATION
Any claim or controversy arising out of or relating in any way to these Provider Terms shall be settled by binding arbitration in Atlanta, Georgia. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The parties shall jointly select a single arbitrator. If they cannot agree on an arbitrator within ten (10) business days after the arbitration has been initiated by submitting a demand for arbitration, one shall be appointed in accordance with the Association's rules. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1-16, excluding any conflicting state laws. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court with jurisdiction. Arbitration proceedings shall be confidential, and all claims must be filed within the applicable statute of limitations. Only individual claims are permitted; no class actions or consolidated proceedings will be allowed. The costs of arbitration, including the arbitrator's fees and expenses, shall be shared equally between the parties. Each party shall bear its own attorneys' fees and costs associated with the arbitration. This arbitration provision is enforceable by the parties and ensures a fair resolution process for any disputes arising under these Provider Terms.
13. NOTICES
All notices and other communications hereunder shall be in writing and shall be deemed given: (a) upon receipt if delivered personally or if mailed by registered or certified mail, return receipt requested and postage prepaid, or (b) at noon on the business day after dispatch, if sent by a nationally recognized overnight courier. All notices shall be delivered to the addresses listed in each SOW and if to Altisource, with a copy to: contractmanagement@altisource.com.
14. MISCELLANEOUS
a) These Provider Terms, together with the applicable SOW pursuant to which the Services are provided, constitute the entire understanding between the parties and can only be amended by executing a new agreement. Altisource may modify or terminate the Provider Terms in response to legal or market changes. If any provision is found invalid or unenforceable, it will be adjusted to the extent necessary comply with the law and achieve the original intent of the parties; the remaining provisions will remain in effect.
b) These Provider Terms bind and benefit the parties' heirs, successors, and assigns. Customer will not transfer or assign its rights or obligations without Altisource's written consent. Any unauthorized assignment is null and void. Altisource may assign any SOW to any of its Affiliates by providing notice to Customer.
c) Neither party will be liable for failing to fulfill obligations other than payment obligations due to events beyond such party's control, such as natural disasters, wars, riots, strikes, pandemics or infrastructure failures. Obligations postponed due to such events will resume once the event has ended.
d) The rights and remedies of the parties are cumulative. No waiver of any provision will be effective unless in writing and signed by the waiving party. Failure to enforce any provision will not waive the right to enforce it later.
e) These Provider Terms are governed by Delaware law, without regard to its conflict of laws rules.
f) Section headings are for reference only. These Provider Terms will be fairly interpreted, without favoring the drafting party. References to the plural include the singular, and vice versa, and "or" is not exclusive. "Including" is not limiting.
g) These Provider Terms may be signed in multiple counterparts, each considered an original, together forming one agreement. These Provider Terms may be signed electronically and will be legally binding as if signed in person.
The termination or expiration any SOW(s) does not release Customer from obligations under sections: (i) Section 2 e), (ii) Section 4 (Confidentiality), (iii) Section 5 (Ownership of Intellectual Property); (iv) Section (Non-Solicitation); (v) Section (Third-Party Services); (vii) Section 9 (Indemnification); and (ix) Section 10 (Limitation of Liability).