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<br /> CONCENTRIC
<br /> INTEGRATION
<br /> (ii) Consultant shall not be in breach of its warranty under this Section 12.2(b),and the foregoing remedy
<br /> shall not be available,unless Customer provides written notice of such breach within twenty(20)calendar days
<br /> of its discovery of such defect or failure and in no event later than twelve (12) months after Customer's
<br /> acceptance or deemed acceptance of the System.
<br /> (iii) In no event will Consultant be responsible for (a) any modifications to any Consultant Materials or
<br /> Deliverables made by anyone other than Consultant; (b)damages caused by misuse, improper operation, or
<br /> improper or insufficient maintenance of any Consultant Materials or Deliverables;(c)normal wear and tear;(d)
<br /> any data loss or corruption or personal information data breach; or(e)any alleged defects in any Consultant
<br /> Materials or Deliverables that arise from Consultant's compliance with designs or other criteria or requirements
<br /> provided by or through Customer.
<br /> (c) Any claim arising out of or in connection with this Agreement or its subject matter must be filed within twelve
<br /> (12)months after the Customer's acceptance or deemed acceptance of the System or be permanently barred.
<br /> 12.3 Additional Customer Representations and Warranties. Customer represents, warrants, and covenants to
<br /> Consultant that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the
<br /> Customer Materials so that, as received by Consultant and used in accordance with this Agreement,they do not and will
<br /> not infringe,misappropriate or otherwise violate any Intellectual Property Rights of any third party or violate any applicable
<br /> Law.
<br /> 12.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 12.1 AND
<br /> SECTION 12.2, THE SYSTEM AND ALL SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS" AND CONSULTANT HEREBY
<br /> DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND CONSULTANT SPECIFICALLY
<br /> DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
<br /> INFRINGEMENT,AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.WITHOUT LIMITING
<br /> THE FOREGOING,CONSULTANT MAKES NO WARRANTY OF ANY KIND THAT THE SYSTEM OR ANY OTHER WORK PRODUCT,OR ANY
<br /> PRODUCTS OR RESULTS OF THE USE THEREOF,WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS,OPERATE
<br /> WITHOUT INTERRUPTION,ACHIEVE ANY INTENDED RESULT,BE COMPATIBLE OR WORK WITH ANY SOFTWARE,SYSTEM OR OTHER
<br /> SERVICES (EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS), OR BE SECURE, ACCURATE,
<br /> COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY
<br /> REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND
<br /> THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
<br /> 13. Insurance. At all times during the Term of the Agreement, Consultant shall procure and maintain insurance of the
<br /> following policy limits:
<br /> Workers Compensation:Statutory Limits Excess Umbrella Liability: $5,000,000 per claim and
<br /> aggregate
<br /> General Liability:$1,000,000 per claim Professional Liability: $5,000,000 per claim
<br /> $2,000,000 aggregate $5,000,000 aggregate
<br /> Automobile Liability:$1,000,000 combined single
<br /> limit
<br /> 14. Limitations of Liability.
<br /> 14.1 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF CONSULTANT AND
<br /> ITS LICENSORS,SUBCONTRACTORS,SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT
<br /> OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT(INCLUDING
<br /> NEGLIGENCE),STRICT LIABILITY AND OTHERWISE, EXCEED THE FOLLOWING(WHICHEVER IS GREATER): (A)THE AMOUNT PAID
<br /> BY CUSTOMER TO CONSULTANT PURSUANT TO THIS AGREEMENT IN THE TWELVE(12)MONTH PERIOD PRECEDING THE EVENT
<br /> GIVING RISETO THE CLAIM;OR,(B)IFTHE COLLECTIVE AGGREGATE LIABILITY IS INSURED IN WHOLE OR IN PART,THEAGGREGATE
<br /> AMOUNT RECOVERED BY CONSULTANT FROM ANY INSURERS OF THE LIABILITY. THE FOREGOING LIMITATION APPLIES
<br /> NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
<br /> Concentric Integration,LLC I V10 Revised Decatur
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