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permitted by Novotx and in accordance with the business. Licensee assumes all risks associated with the
<br /> Documentation, will operate substantially as described in manner and application(s) in which it chooses to use or
<br /> the Documentation. Novotx does not warrant that the rely upon the Licensed Software. Licensee is responsible
<br /> functions provided by the Licensed Software will meet all for confirming the accuracy, sufficiency, timeliness, and
<br /> of the requirements of the Licensee or that the Licensee's suitability of any output of the Licensed Software before
<br /> use of the Licensed Software will be error-free or acting or relying upon the same in any way that could
<br /> uninterrupted. If the foregoing warranty is breached. cause property damage, personal injury, economic loss, or
<br /> Novotx will, at its expense and for a cure period of sixty other harm. Licensee shall not use the Licensed Software
<br /> (60) days after written notice of the breach, use in applications or environments requiring fault-tolerant or
<br /> commercially reasonable efforts to correct any material, fail-safe performance.
<br /> reproducible error in the Licensed Software reported to (b) Professional Advice. Given the complex and
<br /> Novotx by Licensee in writing during the Warranty Period. changing nature of laws, rules and regulations, the
<br /> If Novotx is unable to remedy the breach of this warranty
<br /> within the sixty (60) day cure period, Licensee shall have Licensed Software and Maintenance and Support may not
<br /> the right to terminate this license upon the end of such reflect, and cannot ensure licensee's compliance with, all
<br /> cure period for a refund of Licensee's prepaid license fees. applicable legal requirements. Novotx is not rendering
<br /> accounting, tax, legal, or other professional advice. The
<br /> The foregoing sets forth Novotx's sole obligation and
<br /> Licensee's exclusive remedy for any breach of warranty. software and services furnished by Novotx, and the
<br /> Any error corrections, updates, or the like provided to information obtained through use of the Licensed
<br /> Licensee will not extend the Warranty Period. The limited Software, should not be used as a substitute for
<br /> warranty granted under this Section does not extend to: (i) consultation with professional accounting, tax, legal or
<br /> changes or errors in the operating system or hardware on other competent advisers.
<br /> which the Licensed Software operates; (ii) problems (c) Input and Configuration. Licensee is solely
<br /> caused by the improper installation or use of, or any responsible for any data input into the Licensed Software,
<br /> alterations to, the Licensed Software by Licensee or any for providing all necessary internet connectivity and other
<br /> third party receiving access to the License Software infrastructure or system resources necessary for proper
<br /> through Licensee; (iii) problems caused by any data input operation of the Licensed Software, and for the accuracy
<br /> into the Licensed Software; or (iv) problems caused by and suitability of any configuration of the Licensed
<br /> third-party equipment. software, or services, including but Software requested or made by Licensee, including
<br /> not limited to any unavailability of, errors in, or changes to situations where Novotx has worked with licensee to
<br /> any Online Services. configure the Licensed Software at Licensee's request.
<br /> 6.2 No Other Warranties. THE EXPRESS Licensee should perform a complete review and testing of
<br /> WARRANTIES IN SECTION 6.1 ARE IN LIEU OF ALL the Licensed Software and any Additional Materials, as
<br /> OTHER WARRANTIES, EXPRESS, IMPLIED OR each may be updated from time to time, before
<br /> STATUTORY, REGARDING THE LICENSED implementing or using the same in a production
<br /> SOFTWARE, ADDITIONAL MATERIALS, MAINTENANCE environment.
<br /> AND SUPPORT, AND OTHER SERVICES FURNISHED (d) Security. Licensee agrees that it has full
<br /> HEREUNDER. AND NOVOTX EXPRESSLY DISCLAIMS responsibility for the security of its systems and data.
<br /> ALL OTHER WARRANTIES. INCLUDING ANY
<br /> WARRANTIES OF MERCHANTABILITY, FITNESS FOR A 7. INDEMNITIES
<br /> PARTICULAR PURPOSE, SECURITY, TITLE AND NON- 7.1 Infringement Claims. Novotx will defend at its
<br /> INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSEE own expense any action against Licensee brought by a
<br /> ACKNOWLEDGES THAT IT HAS RELIED ON NO third party to the extent that the action is based upon a
<br /> WARRANTIES OTHER THAN THE EXPRESS claim that the Licensed Software infringes any patents or
<br /> WARRANTIES PROVIDED HEREIN AND THAT NO any copyrights or misappropriates any trade secrets of a
<br /> WARRANTIES ARE MADE HEREIN BY ANY OF third party, and Novotx will pay those costs and damages
<br /> NOVOTX'S LICENSORS. finally awarded against Licensee in any such action that
<br /> 6.3 Online Services. Any Online Services that are specifically attributable to such claim or those costs
<br /> Novotx leverages or makes accessible through the and damages agreed to in a monetary settlement of such
<br /> Licensed Software will be obtained from sources believed action. If the Licensed Software becomes, or in Novotx's
<br /> to be reliable, but their availability, accuracy. opinion is likely to become, the subject of an infringement
<br /> completeness, timeliness, and suitability are not claim. Novotx may, at its option and expense, either: (i)
<br /> guaranteed. Licensee agrees that Novotx is not procure for Licensee the right to continue using the
<br /> responsible for the Online Services, for any change, Licensed Software; (ii) replace or modify the Licensed
<br /> interruption, error, or discontinuation of any Online Software so that it becomes non-infringing; or (iii) accept
<br /> Services, or for any resulting adverse effects upon the return of the Licensed Software, terminate this Agreement
<br /> performance or output of the Licensed Software. in whole or in part as appropriate upon written notice to
<br /> Licensee, and refund to Licensee a pro-rata portion of the
<br /> 6.4 Licensee Responsibilities. fees paid for such Licensed Software (if any)to reflect the
<br /> (a) Business Expertise; Suitability. Licensee period of lost use. If the License Term is perpetual, such
<br /> pro-rata refund will be computed according to a thirty-six I
<br /> acknowledges that the Maintenance and Support and
<br /> other services furnished hereunder are provided to assist (36} month straight line amortization schedule beginning
<br /> Licensee in the use of the Licensed Software and not as a upon delivery of the Licensed Software; otherwise, the
<br /> replacement for Licensee's expertise and knowledge of its pro-rata refund will be the unused portion of license fees
<br /> 4
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