(d) Notwithstanding anything to the contrary in Section 3(c), if Progressive provides assistance to Aarons pursuant to the TSA with respect to the Shared Software or the Assigned IP, and in doing so (i) Progressive is provided access to, or Aarons discloses to Progressive, any Software Improvements or any of Aarons Model Improvements, (ii) Progressive solely creates any Software Improvements for Shared Software or any Aarons Model Improvements, or (iii) the Parties jointly create Software Improvements for Shared Software or any Aarons Model Improvements (collectively, TSA IP Improvements), Aarons hereby grants a perpetual, irrevocable, sublicensable, transferable, fully-paid up, non-exclusive license to use, reproduce, make, modify, display, perform, and distribute the TSA IP Improvements, in whole or in part, for Progressives business activities, including Progressives operation of the Shared Software and the Progressive Models.
4. Conveyance of Aarons Customer Data.
(b) Progressive acknowledges and agrees that (i) the foregoing conveyance (including as to scope, duration, and territory) is expressly limited to the rights that Aarons, as of the Effective Date, has to convey to Progressive, including under the Applicable Terms and Applicable Law, (ii) Progressive shall, and shall cause its Affiliates to, comply with and abide by the Applicable Terms and Applicable Law, (iii) none of Aarons or its successors or assigns shall be obligated to obtain any additional consents, permissions, or license or sublicense rights in connection with the conveyance of the Customer Data contemplated by this Section 4, (iv) Progressive shall not distribute, convey, or assign the Customer Data to any third party, nor shall Progressive use the Customer Data for any product or service marketing; and (v) THE CUSTOMER DATA IS PROVIDED AS IS WITHOUT ANY WARRANTY OF ANY KIND. PROGRESSIVE AGREES THAT PROGRESSIVES USE OF THE CUSTOMER DATA IS AT PROGRESSIVES SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH BY THIS AGREEMENT, AARONS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, CONCERNING THE CUSTOMER DATA, THE VALIDITY, ENFORCEABILITY AND SCOPE OF AARONS INTELLECTUAL PROPERTY RIGHTS RELATED THERETO, THE ACCURACY, COMPLETENESS, SAFETY, OR USEFULNESS FOR ANY PURPOSE INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, USEFULNESS, COMMERCIAL UTILITY, ADEQUACY, OR COMPLIANCE WITH ANY LAW, DOMESTIC OR FOREIGN, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, AARONS SHALL HAVE NO LIABILITY WHATSOEVER TO PROGRESSIVE OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON PROGRESSIVE OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE USE AND PRACTICE OF THE CUSTOMER DATA. Progressive shall defend, indemnify and hold Aarons harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of