9. WARRANTIES AND REPRESENTATIONS

9.1 By Client. Client represents, warrants and covenants to MagentaDot Brands that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

9.2 By MagentaDot Brands .

(a) MagentaDot Brands hereby represents, warrants and covenants to Client that MagentaDot Brands will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
(b) MagentaDot Brands further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of MagentaDot Brands and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by MagentaDot Brands, MagentaDot Brands shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for MagentaDot Brands to grant the intellectual property rights provided in this Agreement, and (iii) to the best of MagentaDot Brands’s knowledge, the Final Works provided by MagentaDot Brands and MagentaDot Brands’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of MagentaDot Brands shall be void.
(c) Except for the express representations and warranties stated in this Agreement, MagentaDot Brands makes no warranties whatsoever. MagentaDot Brands explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project.

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