Nonconforming Vendor Software. If the SaaS Enabling Software fails to conform to the Product Acceptance Criteria, whether during initial installation and implementation or during installation or implementation of an Upgrade or Update, Purchaser may reject the SaaS Enabling Software or the installed Update or Upgrade, as applicable, and the related Software Installation and Configuration Services, by providing Vendor with written notice specifying such Errors. Upon receipt of such notice, Vendor shall correct all such Errors as soon as practicable, but no later than fifteen (15) days from the date of Purchaser’s notice of rejection or, at Purchaser’s sole option and to Purchaser’s satisfaction, Vendor shall provide a remediation plan and schedule to correct such Errors. Purchaser shall have, at a minimum, thirty (30) additional days from receipt of the corrected SaaS Enabling Software or the installed Update or Upgrade, as applicable to test and review the correction according to the Product Acceptance Criteria. If Vendor is unable to correct the deficiency, Purchaser may: (a) elect to terminate the applicable Ordering Document; (b) without affecting Purchaser’s rights under the Agreement, elect to not receive the Update or Upgrade and continue to use a previous version of the SaaS Enabling Software; or (c) resubmit a notice of rejection to Vendor for a second opportunity to correct such Error. In the event Vendor is unable to correct the deficiency or only partially corrects the deficiency, then Vendor shall: (1) refund any fees pre-paid by Purchaser for the SaaS Solution or, at Purchaser’s election, the portions of the SaaS Solution where the Errors and/or failures continue to exist, and
Nonconforming Vendor Software. If the Purchaser determines that any Work Product fails to conform to the Services Acceptance Criteria, Purchaser may reject such Work Product and any related Vendor Software, or Work Product, by providing Vendor with written notice of rejection specifying the nature of the failures. Upon receipt of such notice, Vendor shall correct all such failures as soon as practicable, but no later than fifteen (15) days from the date of Purchaser’s notice of rejection. Alternatively, at Purchaser’s sole option, Vendor shall provide a remediation plan and schedule to correct the failures, which is satisfactory to Purchaser, in its sole discretion. Once the failure is remediated, Purchaser shall have, at a minimum, thirty (30) additional days from the receipt of the corrected Work Product to re-perform testing and review. In the event Vendor is unable to correct the deficiency or only partially corrects the deficiency, then Vendor shall refund any fees pre-paid by Purchaser on the portions of the Vendor Software where the failures continue to exist. For avoidance of doubt, Purchaser’s acceptance under this Section 2 (Services Acceptance) shall not limit or alleviate Vendor’s responsibilities, representations, warranties, and obligations otherwise set forth in this Professional Services Exhibit or the Agreement.
