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109738\153265\46611157.8
<br />in sufficient detail to enable Selectron to reproduce
<br />such failure, Selectron shall use commercially
<br />reasonable efforts to correct or provide a workaround
<br />for such failure at no additional charge to Licensee in
<br />accordance with Exhibit B hereto. EXCEPT FOR THE
<br />EXPRESS WARRANTY ABOVE, SELECTRON PROVIDES
<br />THE LICENSED SOFTWARE TO LICENSEE “AS IS” AND
<br />“AS AVAILABLE.” SELECTRON MAKES NO WARRANTY
<br />THAT ALL ERRORS, FAILURES, OR DEFECTS SHALL BE
<br />CORRECTED, OR THAT ACCESS TO OR USE OF THE
<br />LICENSED SOFTWARE SHALL BE UNINTERRUPTED,
<br />ERROR-FREE, OR SECURE. NO ORAL OR WRITTEN
<br />INFORMATION OR ADVICE PROVIDED BY SELECTRON,
<br />ITS AGENTS, OR ITS EMPLOYEES, SHALL CREATE ANY
<br />WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF
<br />THE WARRANTIES EXPRESSLY PROVIDED IN THIS
<br />AGREEMENT. This Section states the entire liability of
<br />Selectron and the sole and exclusive remedy of
<br />Licensee with respect to any breach of the foregoing
<br />express warranty.
<br />7.3 Limited Services Warranty and
<br />Exclusive Remedy. Subject to the limitations set forth
<br />in this Agreement, Selectron warrants that the Services
<br />shall be performed in a professional and workmanlike
<br />manner. Selectron’s sole obligation, and Licensee’s
<br />exclusive remedy for breach of the foregoing warranty,
<br />is that Selectron shall use its commercially reasonable
<br />efforts to re-perform the Services or otherwise cure
<br />such breach. If, in Selectron’s sole judgement, curing
<br />the breach is not commercially feasible, Selectron shall
<br />credit Licensee for a portion of the fees allocable to the
<br />affected period of time that is proportionate to the
<br />period the Services or Licensee’s ability to access or
<br />use the Licensed Software was impaired.
<br />7.4 Disclaimer of Other Warranties.
<br />THE EXPRESS WARRANTIES SET FORTH IN THIS
<br />SECTION 7 AND SECTION 8.5 CONSTITUTE THE ONLY
<br />WARRANTIES MADE BY SELECTRON WITH RESPECT TO
<br />THE LICENSED SOFTWARE AND THE SERVICES AND ANY
<br />OTHER SUBJECT MATTER OF THIS AGREEMENT.
<br />SELECTRON MAKES NO OTHER, AND HEREBY
<br />DISCLAIMS ALL OTHER, REPRESENTATIONS,
<br />WARRANTIES, OR CONDITIONS OF ANY KIND,
<br />WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY
<br />OPERATION OF LAW), OR STATUTORY, WITH RESPECT
<br />TO THE LICENSED SOFTWARE, THE SERVICES, OR ANY
<br />OTHER SUBJECT MATTER OF THIS AGREEMENT.
<br />SELECTRON EXPRESSLY DISCLAIMS ALL WARRANTIES OR
<br />CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
<br />PARTICULAR PURPOSE, TITLE, AND
<br />NONINFRINGEMENT, AND ALL WARRANTIES THAT
<br />MAY ARISE FROM COURSE OF DEALING, COURSE OF
<br />PERFORMANCE, OR USAGE OF TRADE. SELECTRON
<br />DOES NOT WARRANT THAT ANY USE OF OR ACCESS TO
<br />THE LICENSED SOFTWARE SHALL BE ERROR-FREE OR
<br />SECURE, OR THAT OPERATION OF THE LICENSED
<br />SOFTWARE SHALL BE UNINTERRUPTED, AND HEREBY
<br />DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION
<br />THEREWITH. LICENSEE ACKNOWLEDGES THAT IT HAS
<br />RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS
<br />WARRANTIES IN SECTION 7 AND SECTION 8.5 OF THIS
<br />AGREEMENT.
<br />7.5 Defects Not Covered by
<br />Warranties. Selectron shall have no obligations under
<br />Section 7.2 to the extent any nonconformance or failure
<br />of, or error in, the Licensed Software is caused by (a) use
<br />of any attachment, feature, hardware, software, or
<br />device in connection with the Licensed Software, or
<br />combination of the Licensed Software with any other
<br />materials or service, unless the combination is
<br />performed by Selectron; (b) transportation, neglect,
<br />misuse, or misapplication of the Licensed Software, or any
<br />use of the Licensed Software that is not in accordance
<br />with this Agreement, the EULA, and/or the
<br />Documentation; (c) alteration, modification, or
<br />enhancement of the Licensed Software, except as may be
<br />performed by Selectron; (d) failure to provide a suitable
<br />use environment for all or any part of the Licensed
<br />Software; or (e) failure to maintain systems and
<br />environments that are compatible with Updates.
<br />8. Security
<br />8.1 Internet Security. Selectron’s
<br />Licensed Software is made available through the Internet
<br />and may be used to access and transfer information over
<br />the Internet. Licensee is solely responsible for the security
<br />and integrity of information it transfers from the Licensed
<br />Software, if any. Selectron makes no representations or
<br />warranties to Licensee regarding (a) the security or privacy
<br />of Licensee’s network environment, or (b) any non-
<br />Selectron third-party technologies’ or services’ ability to
<br />meet Licensee’s security and privacy needs. These third-
<br />party technologies and services may include, but are not
<br />limited to, operating systems, database management
<br />systems, web servers, and payment processing services.
<br />Licensee is solely responsible for ensuring a secure
<br />environment for information it transfers from the
<br />Licensed Software, if any. Further, Licensee
<br />acknowledges and agrees that Selectron does not
<br />operate or control the Internet and that Selectron shall
<br />have no responsibility or liability in connection with a
<br />breach of security or privacy regarding the Licensed
<br />Software or information contained therein that is caused
<br />by (a) viruses, worms, Trojan horses, or other undesirable
<br />data or software; (b) unauthorized users, e.g., hackers; or
<br />(c) any other third party or activity beyond Selectron’s
<br />Docusign Envelope ID: 387D777D-8080-8C8A-81D9-2D8903B7172D
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