Common use of AlayaCare’s Warranties Clause in Contracts

AlayaCare’s Warranties. AlayaCare warrants, subject to any other limiting or modifying terms in this MSA, that: (i) it has validly entered into this MSA and has the legal power to do so; (ii) the Services do not infringe or misappropriate the intellectual rights of any third party; (iii) it is the owner of the Services and has procured the appropriate licenses so that Customer has the right to use any embedded third-party software; (iv) to AlayaCare’s knowledge, there is no claim or proceeding, pending or threatened, alleging that any of AlayaCare’s software or equipment infringes or misappropriates the intellectual property rights of any third party; (vi) the Services are duly protected with “up-to-date” and commercially reasonable anti-virus and anti- intrusion security software to prevent bugs, viruses, interruptions, errors, theft, destruction, and corruption which would affect the Services; and (vii) the functionality of the Services shall not be decreased materially during the Term. AlayaCare shall use commercially reasonable efforts to achieve, in all material respects, the functionality described in any documentation AlayaCare may provide Customer and, if AlayaCare is unable to achieve such functionality, Customer’s sole and exclusive remedy shall be to terminate such Services and this MSA.

AlayaCare’s Warranties. AlayaCare warrants, subject to any other limiting or modifying terms in this MSA, that: (i) it has validly entered into this MSA and has the legal power to do so; (ii) the Services do not infringe or misappropriate the intellectual rights of any third party; (iii) it is the owner of the Services and has procured the appropriate licenses so that Customer has the right to use any embedded third-party software; (iv) to AlayaCare’s knowledge, there is no claim or proceeding, pending or threatened, alleging that any of AlayaCare’s software or equipment infringes or misappropriates the intellectual property rights of any third party; (vi) the Services are duly protected with “up-to-date” and commercially reasonable anti-virus and anti- anti-intrusion security software to prevent bugs, viruses, interruptions, errors, theft, destruction, and corruption which would affect the Services; and (vii) the functionality of the Services shall not be decreased materially during the Term. AlayaCare shall use commercially reasonable efforts to achieve, in all material respects, the functionality described in any documentation AlayaCare may provide Customer and, if AlayaCare is unable to achieve such functionality, Customer’s sole and exclusive remedy shall be to terminate such Services and this MSA.