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<br /> CONCENTRIC
<br /> INTEGRATION
<br /> (b) Consultant warrants that for twelve (12) months following Customer's acceptance of the System pursuant to
<br /> Section 5.2, as installed in the Core System and used in accordance with the Documentation, the System will in all
<br /> material respects function and otherwise be in conformity with the Specifications. In the event of Consultant's breach
<br /> of the foregoing warranty, Consultant's sole and exclusive obligation and liability and Customer's sole and exclusive
<br /> remedy shall be as follows:
<br /> (i) Consultant shall use commercially reasonable efforts to cure such breach by either the repair or
<br /> replacement of the defective Consultant Material without cost to the Customer, provided that Customer had
<br /> not altered the System in any way and has maintained the System in accordance with Consultant's
<br /> recommendations; further provided that, if Consultant cannot cure such breach within a reasonable time (but
<br /> no more than sixty (60) days) after Customer's written notice of such breach, either party may, at its option,
<br /> terminate the Agreement effective immediately upon written notice to the other party.
<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 /> Concentric Integration,LLC I Standard Terms and Conditions v10.1
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