7. Representations, Warranties and Indemnities
a. Representations and Warranties. Customer/User represents and warrants to Weiss that (i) Customer/User's responsibilities, promises and negative covenants herein will be fully complied with and rendered in accordance with all requirements identified in this Agreement; and (ii) Customer/User has the authority to enter into and perform its obligations under this Agreement and to grant the rights set forth herein.
b. Indemnity. Customer/User shall indemnify, defend and hold harmless Weiss and its parent entities and its Affiliates and each of their respective officers, directors, managers, members, stockholders, employees, contractors, agents, successors and assigns (the " Indemnified Parties") against any and all claims (alleged or actual), damages, liabilities, losses, charges, obligations, demands, suits at law or in equity, proceedings, violations, penalties, costs and expenses (including, without limitation, investigation costs, expert costs, and attorneys' fees) (collectively, "Claims") raised by a third party and incurred by the foregoing in connection with, arising out of, or in any way related to (i) Customer/User's breach of any representation or warranty, or any of its obligations, under this Agreement; (ii) any negligent or tortious act, willful misconduct or willful omission by Customer/User; and/or (iii) any display or use by Customer/User of the Software, Licensed Materials, or a Customer/User Report.
c. Disclaimer of Warranties.
i. EXCEPT AS OTHERWISE EXPRESS SET FORTH HEREIN, THE SOFTWARE AND LICENSED MATERIALS ARE PROVIDED "AS-IS" AND WITHOUT ANY OTHER EXPRESSED OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WEISS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SOFTWARE, LICENSED MATERIALS, OR THE OPERATION OR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES REGARDING ACCURACY, PREDICTIONS, SYSTEM UP TIME, QUALITY, CORRECTNESS, COMPLETENESS OR COMPREHENSIVENESS. WEISS HEREBY EXCLUDES ALL IMPLIED WARRANTIES AND CONDITIONS TO THE EXTENT PERMITTED BY LAW, INCLUDING, ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. WEISS HEREBY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND OF NON-INFRINGEMENT, CONCERNING THE SOFTWARE, LICENSED MATERIALS, AND OPERATION OR USE THEREOF. WEISS DOES NOT WARRANT THAT THE SOFTWARE OR LICENSED MATERIALS WILL MEET ALL OF CUSTOMER/USER'S BUSINESS REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
ii. Customer/User acknowledges and agrees that projected market and financial information, conclusions and other information contained in the Licensed Materials (and/or Weiss's databases and analytical processes) are based upon methodologies tested for accuracy. However, such information and conclusions are not definitive forecasts, appraisals or opinions of valuations. All such information and conclusions are stated in terms of probability of likelihood based on market factors and information submitted to Weiss, and such information and conclusions are not guaranteed by Weiss and should not be construed as investment advice or relied upon for critical decision making. Weiss uses or has used public and/or confidential data and assumptions provided to Weiss by Customer/User or other third parties, including, without limitation the Customer/User Data, and Weiss has not independently verified the data and assumptions used in these analyses or data sets. Changes in the underlying data or operating assumptions, or any loss of access to any one or more sources will clearly impact the analyses, conclusions and appraisals.
iii. Customer/User acknowledges and agrees that, except as may be expressly provided herein, Weiss makes no representations or warranties, express or implied, regarding the Software, Licensed Materials (including, without limitation, Customer/User Reports), or the information contained therein, including the recommendations or the advice given therein, and Weiss has no liability to Customer/User, or to any third parties, relating to the use or implementation of the information contained in the Software or Licensed Materials (including, without limitation, Customer/User Reports), or any action, inaction or decisions (including any lending, investment, purchase or disposition decision) that may be made based on the information provided therein. Customer/User agrees that any decision (including any lending, investment, purchase or disposition decision) regarding or relating to or based on the use or implementation of any output, data, analysis, recommendation or advice contained in the Licensed Materials (including, without limitation, Customer/User Reports) is made solely by Customer/User, and its agents and employees, at the sole and exclusive discretion of Customer/User, and its agents and employees. Customer/User further agrees that Customer/User, and its agents and employees shall not hold Weiss or any of the Indemnified Parties liable for the use or implementation, by Customer/User or any other party, of the information contained in the Licensed Materials (including, without limitation, Customer/User Reports), or for any action, inaction or decisions (including any lending, investment, purchase or disposition decision) made, by Customer/User or any other party, based on the information provided in the Licensed Materials (including, without limitation, Customer/User Reports).
iv. The Software and Licensed Materials are provided solely for general business information, do not constitute real estate, legal, tax, accounting or other professional advice, or an offer to sell or lease real estate, and may not be used for or relied upon for these purposes. No lawyer-client, advisory, fiduciary or other relationship is created by Customer/User's acceptance or use of the Software, including any Licensed Materials. Customer/User shall not use the Software or Licensed Materials for personal, family or household purposes or to determine an individual's eligibility for credit, insurance, employment, or government license or benefit.
v. Customer/User acknowledges and agrees that Weiss's information providers shall not be liable for any claim or loss resulting from the content of, errors or omissions in, or Customer/User's use of the information contained in or retrieved from the Licensed Materials or any Customer/User Report.