Common use of Nonconforming Vendor Software Clause in Contracts

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 SaaS Enabling Vendor 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 Vendor 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 ErrorsErrors and/or failures. Upon receipt of such notice, Vendor shall correct all such Errors and/or failures 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 ErrorsErrors and/or failures. Purchaser shall have, at a minimum, thirty (30) additional days from receipt of the corrected SaaS Enabling Vendor Software or the installed Update or Upgrade, as applicable 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 Vendor Software; or (c) resubmit a notice of rejection to Vendor for a second opportunity to correct such ErrorError and/or failure. In the event Vendor is unable to correct the deficiency or only partially corrects the deficiency, then Vendor shallthen: (1i) Vendor shall refund any fees pre-paid by Purchaser for the SaaS Solution Vendor Software or, at Purchaser’s election, the portions of the SaaS Solution Vendor Software where the Errors and/or failures continue to exist, andand (ii) refund fees for other Products and Services that were purchased for use with such Vendor Software. Purchaser may waive its right to reject the Vendor Software or any Update or Upgrade, and such waiver shall not be construed as a waiver of Purchaser’s right to reject the Vendor Software or any Update or Upgrade arising from any other Error(s) or failure(s) to conform to the Product Acceptance Criteria. For avoidance of doubt, Purchaser’s Product Acceptance under this Section 2.3 (Nonconforming Vendor Software) shall not limit or alleviate Vendor’s responsibilities, representations, warranties, and obligations otherwise set forth in this On Premise Software Exhibit or the Agreement.