Common use of Supplier Representations, Warranties and Covenants Clause in Contracts

Supplier Representations, Warranties and Covenants. Supplier warrants that the Hosting Services will be performed in a professional manner consistent with generally accepted industry standards for the Hosting Services. If Customer provides notice to Supplier of any documented incidence of material non-conformance within thirty (30) days of discovering any such non-conformance, Supplier will use commercially reasonable efforts to correct such non-conformance, provided such non-conformance is not caused by: (A) negligence, gross negligence, or intentional misconduct on the part of Customer or any of its Authorised Users, (B) Customer’s failure to use of the Hosting Services or System in accordance with the terms of the Agreement, (C) Third Party System Components or any other product or service not provided by Supplier its Affiliates, or its Personnel, or (D) Harmful Code, to the extent that such Harmful Code was not introduced as a result of Supplier’s negligence, gross negligence, or intentional misconduct. If Supplier cannot correct a non-conformity within ninety (90) days from the date Customer provided notice of the non-conformity (the “Remedy Period”), then Customer may terminate the non- conforming Hosting Services and receive a pro rata refund for the non-conforming Hosting Services, calculated from the effective date of any such termination. If Customer fails to exercise this right to terminate within fifteen (15) days after the end of the Remedy Period, Customer shall be deemed to have waived this right. This Section 3(a) contains Customer’s sole and exclusive remedies for breach of the warranty set forth herein.

Supplier Representations, Warranties and Covenants. Supplier warrants that the Hosting Services will be performed in a professional manner consistent with generally accepted industry standards for the Hosting Services. If Customer provides notice to Supplier of any documented incidence of material non-conformance within thirty (30) days of discovering any such non-conformance, Supplier will use commercially reasonable efforts to correct such non-conformance, provided such non-conformance is not caused by: (Ai) negligence, gross negligence, or intentional misconduct on the part of Customer or any of its Authorised Authorized Users, (Bii) Customer’s failure to use of the Hosting Services or System in accordance with the terms of the Agreement, (Ciii) Third Party System Components or any other product or service not provided by Supplier its Affiliates, or its Personnel, or (Div) Harmful Code, to the extent that such Harmful Code was not introduced as a result of Supplier’s negligence, gross negligence, or intentional misconduct. If Supplier cannot correct a non-conformity within ninety (90) days from the date Customer provided notice of the non-conformity (the “Remedy Period”), then Customer may terminate the non- conforming Hosting Services and receive a pro rata refund for the non-conforming Hosting Services, calculated from the effective date of any such termination. If Customer fails to exercise this right to terminate within fifteen (15) days after the end of the Remedy Period, Customer shall be deemed to have waived this right. This Section 3(a) contains Customer’s sole and exclusive remedies for breach of the warranty set forth herein.