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� Y <br /> COMPANY AGREEMENT <br /> TERMS AND CONDITIONS <br /> (h) CLIENT may make copies of the software products for archive purposes only. CLIENT will <br /> repeat any proprietary notice on the copy of the software products. The documentation <br /> accompanying the software products may not be copied except for internal use. <br /> (i)The term of the license granted by this Section shall be perpetual. <br /> (j)COMPANY maintains an escrow agreement with an Escrow Services Company under which <br /> COMPANY places the source code of each major release.At CLIENT's request,COMPANY <br /> will add CLIENT as a beneficiary on its escrow account.CLIENT will be invoiced the annual <br /> beneficiary fee by COMPANY and is solely responsible for maintaining its status as a <br /> beneficiary. <br /> 2.2 License Fees. CLIENT agrees to pay COMPANY, and COMPANY agrees to accept from <br /> CLIENT as payment in full for the license herein,the total sum of the COMPANY license fees set <br /> forth in the Investment Summary in accordance with the payment provisions set forth in Section <br /> 1.1. <br /> 23 Verification of the Software Products. <br /> (a) At the CLIENT's request, within thirty (30) days after the software products have been <br /> installed on CLIENT's system,COMPANY will test the software products in accordance with <br /> COMPANY's standard verification test procedure. Demonstration shall constitute CLIENT's <br /> verification that the software products substantially comply with COMPANY's current <br /> specifications for the most current version of the software products and functional <br /> descriptions of the software found in COMPANY's written proposal to CLIENT. <br /> (b)At its option,CLIENT may perform CLIENT's own defined internal validation process to test <br /> the software to substantially comply with COMPANY's current specifications for the most <br /> current version of the software products and functional descriptions of the software found in <br /> COMPANY's written proposal to CLIENT. Such validation test shall constitute CLIENT's <br /> verification. <br /> (c) Notwithstanding anything contrary herein, CLIENT's use of the software products for its <br /> intended purpose shall constitute CLIENT's verification of the software products, without <br /> exception and for all purposes. <br /> (d) Verification or validation, by CLIENT, that the software products substantially comply with <br /> COMPANY's current specifications for the most current version of the software products and <br /> functional descriptions of the software found in COMPANY's written proposal to CLIENT <br /> shall be final and conclusive, except for latent defect, fraud, and such gross mistakes that <br /> amount to fraud. In the event said verification becomes other than final, or becomes <br /> inconclusive, pursuant to this paragraph, CLIENT's sole right and remedy against <br /> COMPANY shall be to require COMPANY to correct the cause thereof. <br /> (e) COMPANY shall correct any functions of the software products which failed the standard <br /> verification testing or failed to comply with COMPANY's current specifications for the most <br /> current version of the software products and functional descriptions of the software found in <br /> COMPANY's written proposal to CLIENT. If CLIENT has made modifications to the <br /> software programs, COMPANY will not make such corrections, unless such modifications <br /> were specifically authorized in writing by COMPANY. <br /> 2.4 Schedule of Verification.COMPANY will install the software products and cause the same to be <br /> verified within sixty(60)days after CLIENT makes available to COMPANY the equipment into <br /> which the software product is to be loaded. COMPANY shall exercise reasonable efforts to cause <br /> the software products to be verified according to the schedule set forth in this paragraph, but <br /> COMPANY shall not be liable for failure to meet said schedule if,and to the extent,said failure is <br /> due to causes beyond the control and without the fault of COMPANY. <br /> 2.5 Limited Warranty. COMPANY warrants that the then current, unmodified version of the <br /> COMPANY Software Products will substantially conform to the then current version of its <br /> published current specifications. THIS WARRANTY IS IN LIEU OF ALL OTHER <br /> WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, <br /> ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER <br /> EXPRESS, IMPLIED OR VERBAL, STATUTORY OR OTHERWISE, AND WHETHER <br /> ARISING UNDER THIS AGREEMENT OR OTHERWISE ARE HEREBY EXCLUDED, <br /> 3 <br />