Downtime/Nonconformity of Licensed Materials. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total payment owed by Licensee under this Agreement.
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Downtime/Nonconformity of Licensed Materials. If the Licensed Materials fail to operate in conformance with the terms of this Term Sheet and the Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total payment owed by Licensee under this Term Sheet and the Agreement.
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