Common use of Warranties Disclaimers Clause in Contracts

Warranties Disclaimers. a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period the Licensed Products will perform all material functions set out in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

Warranties Disclaimers. a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period the Licensed Products will perform all material functions set out in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- non-conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

Warranties Disclaimers. a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the thirty (30) days following delivery of the Software, or such other period set forth in the Order (the “Warranty Period Period”), the Licensed Products Software will perform all material functions set out in the Software’s Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail Software fails to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. conformities, in which event Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee willnon- conforming Software and will receive, as its remedy, receive a refund of all fees previously paid for such Licensed ProductsSoftware. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERRORLicensor does not warrant that the Licensed Products will operate error-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUESfree or that Licensor will correct all product errors (including, for Software those designated as medium or low severity level issues). EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTExcept as expressly stated in this Agreement and for all Trial Licenses, THE LICENSED PRODUCTS ARE PROVIDED the Licensed Products are provided “as is” and Licensor, on behalf of itself and its third party suppliers disclaim all other warranties and conditions, express or implied, with respect to the Licensed Products and services furnished under this Agreement, including but not limited to, any warranty of satisfactory quality, merchantability, fitness for a particular purpose, accuracy, reliability, course of dealing, course of performance or usage in trade. d) The Licensed products may contain a disabling device or device requiring enablement: (i) to comply with the requirements of regulatory authorities; or (ii) to prevent use of the Licensed Products beyond the term of a license or otherwise in excess of the license metrics applicable to the Licensed Products set forth in an Order. e) The Licensed Products may contain OSS. OSS contained in the Licensed Products and the corresponding end user license agreements associated with such OSS (the “OSS Licenses”) are set forth in the applicable Documentation or in the Notice text within the Licensed Product. Licensee’s use of OSS is governed exclusively by the OSS Licenses. Additionally, the OSS Licenses will not apply, in whole or in any part, to the Licensed Products. While an OSS License may permit Licensee to receive OSS source code, in no event will Licensee have any right to, access to or obtain the source code for the Licensed Products. OSS is provided by Licensor “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIESand any warranties provided by Licensor in this Agreement are expressly disclaimed. Notwithstanding anything to the contrary elsewhere in the Agreement, EXPRESS OR IMPLIEDin no event will Licensor be liable for any direct, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENTpunitive, INCLUDING BUT NOT LIMITED TOspecial, ANY WARRANTY OF MERCHANTABILITYconsequential, FITNESS FOR A PARTICULAR PURPOSEincidental or indirect damages, ACCURACYor loss of profits or revenue related to OSS, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADEeven if Licensor has been advised of the possibility of such loss or damage. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

Warranties Disclaimers. a) Licensor represents and The Licensee warrants that it has will make all reasonable endeavours to ensure that any End User utilising the right to grant to Licensee Licensing Products also comply with the rights granted hereunderterms of the Agreement including Clauses 4, 8, 9, and 18. b) Licensor represents and Bluechip warrants that during the Warranty Period Period, the Licensed Products will shall perform all material functions set out in the Documentation for such Licensed Products and shall otherwise operate in substantial accordance with such Documentation. If, If during the Warranty Period the Licensed Products fail to comply with this warranty, the Licensee must shall notify Licensor Bluechip in writing of any alleged errors or non-non- conformities with the Licensed Products. Licensor will Bluechip shall, thereafter, have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties Parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor Bluechip is unable to timely correct such errors or non- non-conformities, the Licensee may elect to terminate the license licence to such Licensed Products. If Licensee terminates the license licence to such Licensed Products during the Warranty Period in accordance with this SectionClause 16, the Licensee willshall, as its exclusive remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUESIf it is determined that the Licensed Products do not perform as warranted, Bluechip’s only responsibility will be to use reasonable efforts, consistent with industry standards, to cure the defect in accordance with Clause 16 b). Bluechip does not represent that the Licensed Products are error free or will satisfy all of the Licensee’s requirements. d) EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTTHESE CONDITIONS, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED ARE PROVIDED "AS IS" AND TO THE MAXIMUM EXTENT PERMITTED UNDER THIS AGREEMENTAPPLICABLE LAW, ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, VERBAL, STATUTORY OR OTHERWISE, AND WHETHER ARISING UNDER THESE CONDITIONS OR OTHERWISE ARE HEREBY EXCLUDED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITYSATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. de) LICENSOR WILL BLUECHIP SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OPERATION OF THE LICENSED PRODUCTS OTHER THAN ON THE INSTALLATION DEVICE(S) AND OPERATING ENVIRONMNENT(s) IDENTIFIED IN AN ORDER, NOR SHALL BLUECHIP BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY ACTS OF ABUSE OR MISUSE BY LICENSEETHE LICENSEE OR ANY END USER. IN ADDITION, LICENSOR WILL BLUECHIP SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF THE LICENSEE'S OR END USER’S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. ef) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER SUBSCRIPTION LICENCE OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS VOLUME RESTRCTIONS, AS SET OUT IN AN ORDER.

Warranties Disclaimers. a11.1. Cegid, for a period of six (6) Licensor represents and months following delivery or download, warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period the Licensed Products each Cegid Software Package will perform conform in all material functions set out in respects to its documentation. The warranty will not apply (i) if the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities Cegid Software Package is not used in accordance with the Support Guidelinesterms of these General Terms and Conditions and/or this Agreement or (ii) in the event of an unauthorized modification of the Cegid Software Package. 11.2. If Licensor is unable Cegid further warrants that it will use reasonable skill and care in the performance of this Agreement. Cegid will exert all reasonable efforts to timely correct such errors or non- conformities, Licensee may elect to terminate perform its obligations under the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period Agreement in accordance with this Section, Licensee will, as the industry standard practice applied in its remedy, receive a refund of all fees previously paid for such Licensed Productsbusiness sector. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES11.3. Cegid makes no representations or warranties regarding Third Party Software or Hardware. Hardware is covered by the applicable manufacturer’s factory warranty. 11.4. EXCEPT FOR THE EXPRESS WARRANTIES AS EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE 11 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED PRODUCTS CEGID SOFTWARE PACKAGE, THIRD PARTY COMPONENTS, THIRD PARTY SOFTWARE, HARDWARE AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM CEGID DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ACCURACYIMPLIED WARRANTY OF TITLE, RELIABILITY IMPLIED WARRANTY OF NON-INFRINGEMENT, ANY WARRANTY THAT THE SOFTWARE PACKAGES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR ANY WARRANTY ARISING FROM COURSE OF DEALINGDEALING OR TRADE USAGE. CLIENT ACKNOWLEDGES AND AGREES THAT CEGID DOES NOT PROVIDE LEGAL SERVICES, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED AND IT IS CLIENT’S OBLIGATION TO COMPLY WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE TO ITS USE OF THE LICENSED PRODUCTS SOFTWARE PACKAGE AND ITS BUSINESS. CEGID DISCLAIMS ANY, AND MAKES NO, REPRESENTATION, WARRANTY OR ACTS OF ABUSE COVENANT THAT THE SOFTWARE PACKAGE OR MISUSE BY LICENSEE. ANY OTHER SOFTWARE OR SERVICES PROVIDED HEREUNDER COMPLIES WITH ANY LAW IN ADDITION, LICENSOR WILL NOT BE LIABLE THE JURISDICTIONS FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTSWHICH IT IS USED. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER11.5. The Client’s sole and exclusive remedy for any breach of the limited warranty set forth in this Article 11 will be for Cegid to use commercially reasonable efforts to remedy any material Cegid Software Package defects and failures determined in relation to their failure to conform in all material respects to applicable documentation.

Warranties Disclaimers. a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period the Licensed Products Software will perform all material functions set out in the Software’s Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail Software fails to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. conformities, in which event Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- non-conformities, Licensee may elect to terminate the license to such Licensed Productsthe non-conforming Software. If Licensee terminates the license to such Licensed Products the non-conforming Software during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed ProductsSoftware. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING (INCLUDING, FOR SOFTWARE, THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES). EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH AS EXPRESSLY STATED IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR LICENSOR, ON BEHALF OF ITSELF AND ITS THIRD PARTY SUPPLIERS SUPPLIERS, DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY RELIABILITY, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; OR (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED OR OTHERWISE IN AN ORDER OR ON A COMPUTER OTHER THAN EXCESS OF THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) LICENSE METRICS APPLICABLE TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS AS SET OUT FORTH IN AN ORDER.

Warranties Disclaimers. (a) Licensor Each party represents and warrants to the other that it has the right authority to grant enter into this Agreement according to its terms, and that its execution and delivery of this Agreement and its performance hereunder will not violate any agreement applicable to it or violate any applicable law or regulation. The Licensee the rights granted hereunder. b) Licensor represents and warrants to Dow Jones that during the Warranty Period issuance, marketixx, xromotion, sale and resale of the Licensed Products by the Licensee will perform all material functions not violate any agreement applicable to the Licensee or violate any applicable laws, rules or regulations, including without limitation, securities, commodities, and banking laws. (b) The Licensee represents, warrants and covenants to Dow Jones that the Products shall at xxx times comply with the descriptions set out forth on Schedule A. (c) The Licensee shall include the statement contained in Exhibit I hereto in any filing with a governmental agency, each prospectus and registration statement, and in any contracts relating to the Products (and upon request shall furnish copies thereof to Dow Jones after removing confidential xxxxrmation), and the Licensee expressly agrees to be bound by the terms of the statement contained in Exhibit I hereto (which terms are expressly incorporated herein by reference and made a part hereof). Any changes in the Documentation for such Licensed Products and otherwise operate statement contained in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee Exhibit I hereto must notify Licensor be approved in advance in writing by an authorized officer of Dow Jones. (d) Notxxxxxtanding any alleged errors provision of this Agreement, and without limiting the disclaimers set forth in this Agreement (including in Exhibit I hereto), in no event shall the cumulative liability of Dow Jones to the Licensee and its affixxxxxs under or non-conformities with relating to this Agreement at any time exceed the Licensed Products. Licensor will have thirty (30) days from receipt aggregate amount of such notice or an additional period of time as reasonably agreed License Fees received by Dow Jones pursuant to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license this Agreement xxxxx to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Productstime. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

Warranties Disclaimers. (a) Licensor SSB represents and warrants that it SSB is the owner of, and has the right to grant the licenses contained in this Agreement to Licensee to use the rights granted hereunder. b) Licensor SSB Marks and the T Series Index, as provided herein. SSB further represents and warrants that during to its knowledge, the Warranty Period SSB Marks and the Licensed Products will perform all material functions set out T Series Index do not infringe any intellectual property rights of any third party. (b) SSB shall promptly correct, or instruct its agent to correct, any mathematical errors made in SSB's computation of the T Series Index which are brought to SSB's attention by Licensee, provided that nothing in this paragraph 10(b) shall give Licensee the right to exercise any judgment or require any changes with respect to-the methods of composing, calculating or determining the T Series Index. (c) SSB shall obtain information for inclusion in or for use in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentationcalculation of the T Series Index from sources which SSB considers reliable, but SSB does not guarantee the accuracy and/or the completeness of the T Series Index or any data included therein. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR SSB DOES NOT WARRANT THAT GUARANTEE THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE ACCURACY AND/OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM THE COMPLETENESS OF THE T SERIES INDEX OR LOW SEVERITY LEVEL ISSUESANY DATA INCLUDED THEREIN AND SSB SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIESSSB MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE T SERIES INDEX OR ANY DATA INCLUDED THEREIN. SSB MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENTT SERIES INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL SSB HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TOLOST PROFITS), ANY WARRANTY EVEN IF NOTIFIED OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE THE POSSIBILITY OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADESUCH DAMAGES. The Fund's prospectuses or statements of additional information filed with the SEC shall expressly include the disclaimer language contained in this paragraph 10(c). (d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTSNeither party shall have any liability for lost profits or consequential damages arising out of this Agreement. (e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDERThe provisions of this paragraph 10 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) The Licensor represents and warrants that (i) it owns and has the right to grant to Licensee license the Marks licensed under this Agreement and (ii) the Marks do not infringe upon the rights granted hereunderof any third parties. (b) Licensor represents and warrants that during the Warranty Period the Licensed Products will perform all material functions set out in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH AND REPRESENTATIONS DESCRIBED IN THIS AGREEMENTSECTION 5.6(a), THE LICENSED PRODUCTS ARE PROVIDED “AS IS” LICENSOR DISCLAIMS ANY AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENTSUBJECT MATTER HEREOF, OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TOANY AND ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY WARRANTY PURPOSE (WHETHER ANY LICENSEE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF MERCHANTABILITYANY SUCH PURPOSE) WHETHER ALLEGED TO ARISE BY LAW, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. 5.7 Indemnification. Wxxxxxxx Partners L.P. Omnibus Agreement (a) Each Licensee shall jointly and severally, COURSE OF PERFORMANCE OR USAGE IN TRADE.and to the fullest extent permitted by applicable law, defend, indemnify and hold harmless the Licensor and its successors and assigns authorized hereunder and any of their respective officers, directors, employees, agents and representatives from and against any and all claims, demands, damages, losses, costs and expenses arising out of or related in any way to this Article V to the extent such claims are attributable to such Licensee’s failure to comply with its obligations under this Article V or such Licensee’s negligence or the negligence of such Licensee’s employees, agents, subcontractors or other representatives regarding this Article V. d(b) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITIONLicensor shall jointly and severally, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: and to the fullest extent permitted by applicable law, defend, indemnify and hold harmless the Licensees and their respective successors and assigns authorized hereunder and any of their respective officers, directors, employees, agents and representatives from and against any and all claims, demands, damages, losses, costs and expenses arising out of or related in any way to this Article V to the extent such claims are attributable to (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; Licensor’s failure to comply with its obligations under this Article V, (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR any claim of infringement or ownership asserted by a third party as to the Marks or (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.Licensor’s negligence or the negligence of Licensor’s employees, agents, subcontractors or other representatives regarding this Article V.

Warranties Disclaimers. a) Licensor represents and 11.1 WorldGate warrants that it has the right to grant the licenses made to Licensee the rights granted hereunderS-A under this Agreement and to provide its deliverables under a given Statement of Work. b) Licensor represents and 11.2 WorldGate warrants that during the Warranty Period the Licensed Products no impediment exists to its entering into this Agreement, and that no other agreement has been or shall be made with any third party which will interfere with its performance under this Agreement. 11.3 WorldGate warrants that its deliverables under a given Statement of Work will be tested by WorldGate and shall perform all material functions set out successfully in their intended environment to the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities extent practicable in accordance with the Support Guidelines. If Licensor is unable specifications and requirements found in its respective Statement of Work, unless otherwise mutually agreed to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Productswriting. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED 11.4 EXCEPT AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH PROVIDED IN THIS AGREEMENTSECTION, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, WORLDGATE MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED, IMPLIED WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE PURPOSE OF DEALING, COURSE ITS DELIVERABLES UNDER ANY STATEMENT OF PERFORMANCE WORK OR USAGE IN TRADEANY WORLDGATE TECHNOLOGY. d) LICENSOR WILL NOT 11.5 S-A warrants that it has the right to grant the licenses made to WorldGate under this Agreement and to provide its deliverables under a given Statement of Work. 11.6 S-A warrants that no impediment exists to its entering into this Agreement, and that no other agreement has been or shall be made with any third party which will interfere with its performance under this Agreement. 11.7 S-A warrants that its deliverables under a given Statement of Work will be tested by S-A and shall perform all functions successfully in their intended environment to the extent practicable in accordance with the specifications and requirements found in its respective Statement of Work unless otherwise mutually agreed to in writing. 11.8 EXCEPT AS PROVIDED IN THIS SECTION, S-A MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ITS DELIVERABLES UNDER ANY STATEMENT OF WORK OR ANY S-A TECHNOLOGY. 11.9 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CLAIMS INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES CAUSED BY THE UNAUTHORIZED USE ARISING OUT OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH THIS AGREEMENT OR ARISING OUT ANY STATEMENT OF WORK THEREUNDER OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH OR RELATING TO THE USE OF ANY ITEMS OR SERVICES FURNISHED REGARDLESS OF THE INTERRUPTION OR LOSS LEGAL THEORY ON WHICH A CLAIM IS BASED, THE CAUSE OF USE OF THE LICENSED PRODUCTS OR THE SUCH LOSS OR CORRUPTION OF LICENSEE'S DATA DAMAGES, OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTSWHETHER ANY OTHER REMEDY PROVIDED HEREIN FAILS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

Warranties Disclaimers. a12.1. Hexagon warrants to Customer that Purchased Services will materially comply with the functionality described in the Materials for the term of the Purchased Services. Customer’s sole and exclusive remedy for Hexagon’s breach of this warranty shall be that, at Hexagon’s option, to (i) Licensor represents and warrants that it has correct such errors or modify the right Services to grant to Licensee achieve the rights granted hereunder. material functionality described in the Materials within a reasonable period of time; or (b) Licensor represents refund to Customer the fees paid by Customer to Hexagon for the nonconforming portion of the Purchased Services and warrants that during the Warranty Period the Licensed Products will perform all material functions terminate such Services. The remedies set out forth in the Documentation this paragraph are Customer’s sole and exclusive remedies for breach of warranty under this paragraph. Hexagon shall have no obligation with respect to this warranty claim unless notified of such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty claim within (30) days from receipt of such notice or an additional period of time the first material functionality problem. Further, Xxxxxxx shall have no obligation with respect to this warranty claim where any alleged nonconformity is due to User error as reasonably agreed to determined by the parties to correct Parties after investigation and analysis by Xxxxxxx. Hexagon does not warrant that the Services will be free of errors, bugs, or interruption, or that all such errors or nonwill be corrected. FREE SERVICES, TRIALS, AND NON-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-GA SERVICES AND OTHER SERVICES PROVIDED FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS OF CHARGE ARE PROVIDED ON AN “AS IS” AND LICENSOR “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND ON THE PART OF HEXAGON OR ITS AFFILIATES (OR THEIR SUPPLIERS OR THIRD PARTY SERVICE PROVIDERS). 12.2. EXCEPT AS OTHERWISE STATED IN PARAGRAPH ABOVE, HEXAGON DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE, OR THAT THE SERVICES WILL MEET CUSTOMER REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICES AND/OR MATERIALS WILL BE CORRECTED OR THAT THE PLATFORM OR SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THE SERVICES WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY HEXAGON OR THE OPERATION OF THE SERVICES WILL BE SECURE OR THAT HEXAGON AND ITS AFFILIATES, AND THEIR SUPPLIERS AND THIRD PARTY SUPPLIERS DISCLAIM ALL SERVICE PROVIDERS, WILL BE ABLE TO PREVENT THIRD PARTIES FROM ACCESSING CUSTOMER DATA OR CUSTOMER’S CONFIDENTIAL INFORMATION, OR ANY ERRORS WILL BE CORRECTED OR ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE. THE WARRANTIES STATED IN THE PARAGRAPH ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY HEXAGON. THERE ARE NO OTHER WARRANTIESWARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENTINCLUDING WITHOUT LIMITATION, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY THOSE OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS STATED IN THE PARAGRAPH ABOVE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL NOT BE LIABLE THE SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR ANY CLAIMS OR DAMAGES CAUSED BY DETERMINING WHETHER THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS SERVICES OR THE LOSS INFORMATION GENERATED THEREBY IS ACCURATE OR CORRUPTION SUFFICIENT FOR THE CUSTOMER’S PURPOSE. IF ANY PART OF LICENSEE'S DATA THIS DISCLAIMER OF EXPRESS OR FILES PROCESSED IMPLIED WARRANTIES IS RULED INVALID, THEN HEXAGON DISCLAIMS EXPRESS OR STORED IMPLIED WARRANTIES TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. IF A GREATER WARRANTY OR LIABILITY IS MANDATED PURSUANT TO THE LICENSED PRODUCTSLAW HELD APPLICABLE TO THE AGREEMENT, THEN HEXAGON WARRANTS THE SERVICES AND PROVIDES LIABILITY TO THE MINIMUM EXTENT REQUIRED BY SAID LAW. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

Warranties Disclaimers. a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period the Licensed Products will shall perform all material functions set out in the Documentation for such Licensed Products and shall otherwise operate in substantial accordance with such Documentation. If, If during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must shall notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will shall have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- non-conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, shall receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENTDEVICE: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIESTHE UNITED STATES POSTAL SERVICE (“USPS”) CASS CERTIFICATION AND DPV/LACS REQUIREMENTS; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

Warranties Disclaimers. (a) Licensor ARCA represents and warrants that it has ARCA is the right to grant to Licensee the owner of rights granted hereunderto LICENSEE herein and that the license granted herein shall not infringe any trademark, copyright or other proprietary right of any person not a party to this Agreement. (b) Licensor represents LICENSEE agrees expressly to be bound by and warrants that during furthermore to include the Warranty Period following disclaimers and limitations in any contracts executed or renewed with selling dealers, authorized participant agreements, third-party selling agreements, platform agreements, any agreements involving investors, any agreements related to the Licensed Products will perform all material functions set out sales and marketing of the Fund, shareholder reports, and white papers relating to the Product and upon reasonable request to furnish a copy (copies) thereof to ARCA: "Neither the Trust nor the Fund is sponsored, endorsed, sold or promoted by NYSE Group, Inc. ("NYSE") or Archipelago Holdings, Inc. ("Archipelago"). Neither NYSE nor Archipelago makes any representation or warranty regarding the advisability of investing in securities generally, in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such DocumentationFund particularly, or the ability of the NYSE Arca Tech 100SM Index to track general stock market performance. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE NEITHER NYSE NOR ARCHIPELAGO MAKES ANY EXPRESS OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER IMPLIED WARRANTIES, EXPRESS AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR IMPLIED, FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENTNYSE ARCA TECH 100SM INDEX OR ANY DATA INCLUDED THEREIN. IN NO EVENT SHALL NYSE OR ARCHIPELAGO HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TOLOST PROFITS), ANY WARRANTY EVEN IF NOTIFIED OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE THE POSSIBILITY OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADESUCH DAMAGES." Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of ARCA. (c) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and its performance does not violate any laws, regulations or agreements applicable to it. (d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITIONLICENSEE represents and warrants to ARCA that the Product shall at all times comply with the description in Exhibit A. If the description of the Product provided in Exhibit A shall change, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTSLICENSEE shall provide ARCA with written notice of such change and a description of such change at least forty-five (45) days prior to such change. (e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: LICENSEE represents and warrants to ARCA that the Product shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (if) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; LICENSEE shall use its commercially reasonable efforts to protect the goodwill and reputation of ARCA, the Index and the AXXX Xxxx in connection with LICENSEE's use of the Index and the AXXX Xxxx under this Agreement. (iig) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 10(b) and excluding any indemnification obligations hereunder, in no event shall the cumulative liability of either party to the other under this Agreement exceed the greater of three times the average annual license fees actually paid to ARCA hereunder or $750,000. (iiih) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDERThe provisions of this Section 10 shall survive any termination of this Agreement.

Warranties Disclaimers. a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period the Licensed Products Software will perform all material functions set out in the Software’s Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail Software fails to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. non- conformities, in which event Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- non-conformities, Licensee may elect to terminate the license to such Licensed Productsthe non- conforming Software. If Licensee terminates the license to such Licensed Products the non-conforming Software during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed ProductsSoftware. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING (INCLUDING, FOR SOFTWARE, THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES). EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH AS EXPRESSLY STATED IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR LICENSOR, ON BEHALF OF ITSELF AND ITS THIRD PARTY SUPPLIERS SUPPLIERS, DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY RELIABILITY, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; OR (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED OR OTHERWISE IN AN ORDER OR ON A COMPUTER OTHER THAN EXCESS OF THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) LICENSE METRICS APPLICABLE TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS AS SET OUT FORTH IN AN ORDER. e) Competition and Consumer Xxx 0000 (Cth) limits. Provisions of the Competition and Consumer Xxx 0000 (Cth) and Australian Consumer Law and other statutes in some cases either cannot be excluded, restricted or modified; or can only be restricted or modified to a limited extent. If any provisions of those types do apply, then to the extent permitted by law PBS’s liability under those provisions is limited as follows. PBS’s liability is limited, at its option – in the case of goods, to replacement of the goods or the supply of equivalent goods; or repair of the goods; or payment of the cost of replacing the goods or of acquiring equivalent goods; or payment of the cost of having the goods repaired; and in the case of services, to supplying the services again or the payment of the cost of having the services supplied again.

Warranties Disclaimers. (a) Licensor represents S&P represents, warrants and warrants covenants, as the case may be, that it S&P has sole proprietary rights in and to the Quality Ranking System, that S&P owns U.S. trademark rights in and to each of the S&P Marks, that S&P has the right to grant to Licensee the rights granted hereunderto Licensee under this Agreement and that S&P has in the past and shall continue to maintain, use, disseminate and otherwise deal with the Quality Ranking System so as not to violate, in a manner which actually and directly causes damage or harm to Licensee, any material applicable laws, rules and regulations. (b) Licensor represents and warrants that during S&P has no obligation to take the Warranty Period needs of Licensee or the Licensed Products will perform all material functions set out shareholders of Licensee into consideration in maintaining the Documentation for such Licensed Products and otherwise operate Quality Ranking System. Except as expressly provided in substantial accordance with such Documentation. Ifthis Agreement, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor S&P shall have no obligation or liability in writing of any alleged errors or non-conformities connection with the Licensed Productsadministration, marketing or trading of Licensee. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIESS&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, SHAREHOLDERS OF LICENSEE, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE QUALITY RANKING SYSTEM OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, QUALITY RANKING SYSTEM OR ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADEDATA INCLUDED THEREIN. (c) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITIONLicensee represents and warrants to S&P that Licensee shall at all times comply in all material respects with the description set forth in Exhibit A. (e) Licensee represents and warrants to S&P that Licenseeshall not violate, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTSin a manner which actually and directly causes damage or harm to S&P, any applicable laws, rules or regulations. e(f) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages (iincluding lost profits) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; arising out of this Agreement, even if notified of the possibility of such damages. (iig) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR Use of any marks by Licensee (iiiincluding in the name of Licensee) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS which are not the S&P Marks is at Licensee's sole risk. (OR OTHER RESTRICTIONSh) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDERThe provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. a) Licensor represents 6.1 The parties acknowledge that there may be certain inadequacies and warrants deficiencies in Customer's equipment, assets, hardware, software and systems, with respect to Year 2000 and other date processing requirements , which may have the potential to cause adverse consequences to Customer in the form of business losses, claims, damages or liability to third parties. Provider is willing to provide the requested assistance described in this Agreement only if the risk of adverse consequences relating to or arising out of Year 2000 and other date processing requirements remains at all times with Customer, and will not shift to Provider in whole or in any part by reason of Provider's entering into this Agreement or performance of services under this Agreement. Therefore, except as may be otherwise expressly specified in this Agreement, Customer has agreed that it has Provider will disclaim any and all warranties with respect to the right to grant to Licensee Services provided under this Agreement, that Provider's liabilities under this Agreement will be limited, as provided hereunder, and that Provider will be indemnified by Customer for any loss or liability arising out of this Agreement or the rights granted hereunderServices provided. b) Licensor represents and warrants that during the Warranty Period the Licensed Products will perform all material functions set out in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE 6.2 PROVIDER DISCLAIMS ALL WARRANTIES AND MAKES NO REPRESENTATIONS OF ANY KIND OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, NATURE WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER OR ANY OBLIGATION, LIABILITY, PERFORMANCE, NONPERFORMANCE, OR ANY OTHER MATTER IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TOWHETHER EXPRESSED OR IMPLIED, AND EXPRESSLY DISCLAIMS ANY WARRANTY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYMERCHANTABILITY, RELIABILITY COURSE NON-INFRINGEMENT, TITLE OR OTHERWISE. PROVIDER DOES NOT WARRANT OR REPRESENT THAT ITS PERFORMANCE OF DEALINGSERVICES HEREUNDER WILL BE ERROR-FREE, COURSE FREE OF PERFORMANCE UNINTENDED CONSEQUENCES, TIMELY, OR USAGE IN TRADE. d) LICENSOR FULLY COMPREHENSIVE. PROVIDER WILL NOT BE LIABLE RESPONSIBLE FOR ANY CLAIMS ERRORS, DEFECTS, OR DAMAGES CAUSED BY DELAYS IN THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS SERVICES OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTSUNTIMELY PERFORMANCE THEREOF. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: 6.3 The parties acknowledge and agree that the disclaimers of warranties, the limitations of liability, and the indemnities provided for herein represent the agreed and bargained for understanding of the parties, and that Provider's compensation hereunder reflects such allocations of risk. Customer specifically acknowledges and agrees that Provider would not be willing to enter into this Agreement or undertake the provision of the Services described in this Agreement in the absence of such provisions. 6.4 All statements and information provided by Provider hereunder, including Y2K Information, is hereby designated as a "Year 2000 Readiness Disclosure" under the Year 2000 Information and Readiness Disclosure Act (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDERPublic Law 105-271).

Warranties Disclaimers. a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period the Licensed Products will perform all material functions set out in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- non-conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS DirectViewTM AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS DirectViewTM AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

Warranties Disclaimers. a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the thirty (30) days following delivery of the Software, or such other period set forth in the Order (the “Warranty Period Period”), the Licensed Products Software will perform all material functions set out in the Software’s Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail Software fails to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. conformities, in which event Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee willnon- conforming Software and will receive, as its remedy, receive a refund of all fees previously paid for such Licensed ProductsSoftware. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING (INCLUDING, FOR SOFTWARE, THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES). EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH AS EXPRESSLY STATED IN THIS AGREEMENT, AND FOR ALL TRIAL LICENSES, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR LICENSOR, ON BEHALF OF ITSELF AND ITS THIRD PARTY SUPPLIERS SUPPLIERS, DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY RELIABILITY, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENTUSE CODE: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; OR (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED OR OTHERWISE IN AN ORDER OR ON A COMPUTER OTHER THAN EXCESS OF THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) LICENSE METRICS APPLICABLE TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS AS SET OUT FORTH IN AN ORDER. e) The Licensed Products may contain OSS. OSS contained in the Licensed Products and the corresponding end user license agreements associated with such OSS (the “OSS Licenses”) are set forth in the applicable Documentation or in the Notice text within the Licensed Product. Licensee’s use of OSS is governed exclusively by the OSS Licenses. Additionally, the OSS Licenses will not apply, in whole or in any part, to the Licensed Products. While an OSS License may permit Licensee to receive OSS source code, in no event will Licensee have any right to, access to or obtain the source code for the Licensed Products. OSS IS PROVIDED BY LICENSOR "AS IS" AND ANY WARRANTIES PROVIDED BY LICENSOR IN THIS AGREEMENT ARE EXPRESSLY DISCLAIMED. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THE AGREEMENT, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, OR LOSS OF PROFITS OR REVENUE RELATED TO OSS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

Warranties Disclaimers. (a) Licensor represents and Cloud Services Warranty; Credit. JDA warrants that it has will provide the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period the Licensed Products will perform all material functions set out in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities Cloud Services in accordance with the Support Guidelinesapplicable SLA. If Licensor is unable JDA fails to timely correct such errors or non- conformities, Licensee may elect to terminate provide the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period Cloud Services in accordance with this Sectionthe applicable SLA (an “Incident”), Licensee willduring any calendar month, as its remedyCustomer is entitled to a credit of 5% of the pro rata subscription fees for that month (the “Credit”). To receive the Credit, receive Customer shall provide a refund written report to JDA explaining the Incident. The written report must: (i) be received by JDA no later than 10 days following the end of all fees previously paid for such Licensed Products. cthe calendar month in which the Incident occurred; and (ii) LICENSOR DOES NOT WARRANT THAT be submitted to the Cloud Delivery Manager or to JDA’s Group Vice President of Cloud Services. THIS SECTION 7(a) SETS FORTH JDA’S ENTIRE OBLIGATION AND LIABILITY FOR BREACH OF THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES WARRANTY SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADESECTION 7(a). d(b) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEESubscription Content Warranty; Remedy. IN ADDITIONJDA warrants that the Subscription Content will substantially conform in all material respects to the Subscription Content Documentation. If JDA breaches, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENTor is alleged to have breached, the warranty set forth this Section, JDA may, in its discretion and its expense, take any of the following steps to remedy such breach: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIESrepair the Subscription Content; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDERreplace the Subscription Content with functionally equivalent software (which software will, on its replacement of the Subscription Content, constitute Subscription Content hereunder); AND/OR or (iii) TO PREVENT USE if JDA is unable to repair or replace the Subscription Content as set forth in this Section within a commercially reasonable period of time, terminate the affected portion of the Cloud Services and provide a refund of any prepaid, unused fees for that portion of the Cloud Services. WITHOUT LIMITING ANY REMEDY MADE AVAILABLE UNDER SECTION 7(a) (CLOUD SERVICES WARRANTY; CREDIT), THIS SECTION SETS FORTH JDA’S ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THE LICENSED PRODUCTS SUBSCRIPTION CONTENT WARRANTY SET FORTH IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDERTHIS SECTION.

Warranties Disclaimers. (a) Licensor ARCA represents and warrants that it has is the right to grant to Licensee the owner of rights granted hereunderto LICENSEE herein and that the license granted herein shall not infringe any trademark, copyright or other proprietary right of any person not a party to this Agreement. (b) Licensor represents LICENSEE agrees expressly to be bound by and, furthermore, to include all of the following disclaimers and warrants that during limitations in any contracts executed or renewed with selling Dealers and all legal filings, shareholder reports, and white papers relating to the Warranty Period Product and upon reasonable request, to furnish a copy (copies) thereof to ARCA: "The Product is not sponsored, endorsed, sold or promoted by Archipelago Holdings, Inc. ("ARCA"). ARCA makes no representation or warranty regarding the Licensed Products will perform all material functions set out advisability of investing in securities generally, in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such DocumentationProduct particularly, or the ability of the NYSE Arca Tech 100 Index to track general stock market performance. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE ARCA MAKES NO EXPRESS OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER IMPLIED WARRANTIES, EXPRESS AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR IMPLIED, FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENTNYSE ARCA TECH 100 INDEX OR ANY DATA INCLUDED THEREIN. IN NO EVENT SHALL ARCA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TOLOST PROFITS), ANY WARRANTY EVEN IF NOTIFIED OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE THE POSSIBILITY OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADESUCH DAMAGES." Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of ARCA. (c) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and its performance does not violate any laws, regulations or agreements applicable to it. (d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITIONLICENSEE represents and warrants to ARCA that the Product shall at all times comply with the description in Exhibit A. If the description of the Product provided in Exhibit A shall change, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTSLICENSEE shall provide ARCA with written notice of such change and a description of such change at least forty five (45) days prior to such change. (e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: LICENSEE represents and warrants to ARCA that the Product shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (if) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDERLICENSEE shall use its commercially reasonable efforts to protect the goodwill and reputation of ARCA and of the ARCA Marks in connection with their use of the ARCA Marks under this Agreement.

Warranties Disclaimers. a) Licensor represents and 7.1 Genfare hereby warrants that it has the right to provide the Genfare Materials and grant the licenses to Licensee Transit Agency in the rights granted hereundermanner provided in this Agreement and each Party warrants that it has the right and power to enter into this Agreement. Genfare warrants that the Professional Services will be performed in a competent manner by qualified personnel. b) Licensor represents and 7.2 Genfare warrants that during the Warranty Period goods provided by Genfare and the Licensed Products will perform all material functions set out in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail services performed by Genfare to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities be in accordance with the Support Guidelinesspecifications in the then-current Documentation. If Licensor The warranty term shall be as follows: (i) 90 days from the performance of services by Genfare for any services provided by Genfare and (ii) 90 days from the later of (1) the date user acceptance testing is unable made available for any software required under the Agreement or (2) the date the software is placed into production (such earlier date, the ”Software Warranty Start Date”). Any goods, systems, design and work found to timely be defective within 90 days from the Software Warranty Start Date shall be repaired, or replaced, hereinafter called “corrective work”, by Genfare. Genfare’s sole obligation under this warranty (which shall be Transit Agency’s exclusive remedy) shall be to use reasonable efforts to correct demonstrated material defects in the Genfare Products, and supply Transit Agency with access to a corrected version of such errors services or non- conformitiesgoods, Licensee may elect or a commercially reasonable workaround as soon as practicable after Transit Agency has notified Genfare of such defects. Genfare’s warranty obligations hereunder shall not apply to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products.extent c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED 7.3 EXCEPT AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENTABOVE, THE LICENSED PRODUCTS GENFARE MATERIALS AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS.” AND LICENSOR TO THE MAXIMUM EXTENT ALLOWED BY LAW, GENFARE AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, LICENSORS DO NOT MAKE ANY EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENTIMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TOTO THE WARRANTIES OF DESIGN, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYTITLE, RELIABILITY OR NON- INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE DEALING OR USAGE IN OF TRADE, AND GENFARE EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES. Genfare does not warrant that: (a) operation of any of the Genfare Materials shall be uninterrupted or error free, (b) functions contained in the Genfare Materials shall meet the Transit Agency’s requirements. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT7.4 Transit Agency acknowledges and agrees that Genfare and its licensors are not responsible for: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; the accuracy or integrity of any data submitted by SFRTA or Transit Agency, (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR the performance of Transit Agency’s or Transit Agency’s equipment, (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS delivery of services or connectivity provided by third parties to Transit Agency (OR OTHER RESTRICTIONSincluding Transit Agency), even if such third parties were identified by Genfare, or (iv) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDERany downtime, loss or corruption of data that occurs as a result of transmitting or receiving data or viruses via the Internet. 7.5 Transit Agency represents and warrants that the use of the API by Genfare as contemplated hereunder in connection with the Transit Agency Software and/or the Third-Party Interfacing Software shall not violate any agreements that govern Transit Agency’s use of the Transit Agency Software or Third-Party Interfacing Software. Transit Agency shall defend, indemnify, and hold harmless Genfare and its affiliates, employees, agents, representatives and third-party service providers, for any and all claims, demands, actions, liability, fines, penalties and expenses that may arise from Transit Agency’s breach of this Agreement.

Warranties Disclaimers. a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period the Licensed Products Software will perform all material functions set out in the Software’s Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, If during the Warranty Period the Licensed Products Software fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. conformities, in which event Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- non-conformities, Licensee may elect to terminate the license to such Licensed Productsthe non-conforming Software. If Licensee terminates the license to such Licensed Products the non-conforming Software during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed ProductsSoftware. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERRORLicensor does not warrant that the Licensed Products will operate error-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUESfree or that Licensor will correct all product errors (including, for Software those designated as medium or low severity level issues). EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTExcept as expressly stated in this Agreement, THE LICENSED PRODUCTS ARE PROVIDED the Licensed Products are provided “AS ISas is” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIESand Licensor, EXPRESS OR IMPLIEDon behalf of itself and its third party suppliers disclaim all other warranties and conditions, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENTexpress or implied, INCLUDING BUT NOT LIMITED TOwith respect to the Licensed Products and services furnished under this Agreement, ANY WARRANTY OF MERCHANTABILITYincluding but not limited to, FITNESS FOR A PARTICULAR PURPOSEany warranty of satisfactory quality, ACCURACYmerchantability, RELIABILITY COURSE OF DEALINGfitness for a particular purpose, COURSE OF PERFORMANCE OR USAGE IN TRADEaccuracy, reliability, course of dealing, course of performance or usage in trade. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENTThe Licensed products may contain a disabling device or device requiring enablement: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIESto comply with the requirements of regulatory authorities; or (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDERto prevent use of the Licensed Products beyond the term of a license or otherwise in excess of the license metrics applicable to the Licensed Products set forth in an Order.

Warranties Disclaimers. a) Licensor PBSI represents and warrants that it has the right to grant to Licensee You the rights granted hereunder. b) Licensor PBSI represents and warrants that during to You that, for the greater of: (i) the Term of Your Plan; or (ii) ninety (90) days from the Effective Date (the “Warranty Period Period”), the Licensed Products Service will perform all material functions set out in materially conform to the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during Should the Warranty Period the Licensed Products Service fail to comply with this warrantywarranty during the Warranty Period, Licensee You must notify Licensor PBSI in writing of any alleged errors and PBSI will promptly repair or replace the non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelinesconforming Service. If Licensor PBSI is unable to timely correct such errors repair or non- conformities, Licensee may elect to terminate replace the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period non-conforming Service in accordance with this Section, Licensee willa reasonable period of time, as its remedy, receive a your remedy PBSI will refund you the amount of all pre-paid but unused fees previously paid for such Licensed Productsassociated with the Service. PBSI does not warrant the operability or accuracy of any Client Data processed by the Service. c) LICENSOR PBSI DOES NOT WARRANT THAT THE LICENSED PRODUCTS SERVICE WILL OPERATE ERROR-ERROR FREE OR THAT LICENSOR PBSI WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUESERRORS. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS SERVICE AND CONTENT ARE PROVIDED “AS IS” AND LICENSOR PBSI AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENTUSE OF THE SERVICE OR CONTENT, INCLUDING INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY RELIABILITY, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR PBSI WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS SERVICE OR ACTS OF ABUSE OR MISUSE BY LICENSEEYOU. IN ADDITION, LICENSOR PBSI WILL NOT BE LIABLE FOR ANY ANY: (I) LOSS OR CORRUPTION OF CLIENT DATA USED IN THE SERVICE; OR (II) LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTSSERVICE. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

Warranties Disclaimers. a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period the Licensed Products will perform all material functions set out in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- non-conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS ALL CONDITIONS, TERMS AND WARRANTIES SET FORTH IN THIS AGREEMENTTHAT ARE OR MIGHT OTHERWISE BE IMPLIED BY LAW, THE LICENSED PRODUCTS PRACTICE, TRADE USAGE OR INTERNATIONAL CONVENTION, ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT EXCLUDED TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADEFULLEST EXTENT PERMITTED BY LAW. d) COMPETITION AND CONSUMER XXX 0000 (CTH) LIMITS. PROVISIONS OF THE COMPETITION AND CONSUMER ACT 2010 (CTH) AND AUSTRALIAN CONSUMER LAW AND OTHER STATUTES IN SOME CASES EITHER CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED; OR CAN ONLY BE RESTRICTED OR MODIFIED TO A LIMITED EXTENT. IF ANY PROVISIONS OF THOSE TYPES DO APPLY, THEN TO THE EXTENT PERMITTED BY LAW PBS’S LIABILITY UNDER THOSE PROVISIONS IS LIMITED AS FOLLOWS. PBS’S LIABILITY IS LIMITED, AT ITS OPTION – IN THE CASE OF GOODS, TO REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; OR REPAIR OF THE GOODS; OR PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; AND IN THE CASE OF SERVICES, TO SUPPLYING THE SERVICES AGAIN OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN. e) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED UNAUTHORISSED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. ef) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: : (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED AUTHORISED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

Warranties Disclaimers. a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period of 90 days the Licensed Products will perform all material functions set out in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- non-conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. ISSUES EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN and THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

Warranties Disclaimers. a9.1. For a period of ninety (90) Licensor days (“Warranty Period”) following the date the Software is first made available to Licensee, Deep Instinct represents and warrants that it has the right to grant to Licensee that the rights granted hereunder. b) Licensor represents Software materially conforms to the specifications specified in the relevant Documentation. Licensee's sole and warrants exclusive remedy and the entire liability of Deep Instinct for any breach of the foregoing warranty shall be that Deep Instinct will use commercially reasonable efforts to repair, replace or re-install the non-conforming Software. The foregoing warranty is contingent upon Deep Instinct’s receipt of written notice of warranty breach from Licensee as soon as reasonably possible during the Warranty Period Period. 9.2. The warranty set forth in Section 9.1 does not apply if the Licensed Products will perform all material functions set out in applicable Software (i) has been modified, except by or at the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. Ifdirection of Deep Instinct, during the Warranty Period the Licensed Products fail to comply with this warranty(ii) has not been installed, Licensee must notify Licensor in writing of any alleged errors used, or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period maintained in accordance with this SectionAgreement and the Documentation, Licensee will(iii) has been subjected to abnormal physical or electrical stress, as its remedymisuse, receive a refund of all fees previously paid for such Licensed Productsnegligence or accident, or (iv) is used with equipment, products or systems not specified in the Documentation. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES9.3. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH UNLESS OTHERWISE SPECIFIED IN THIS THIS AGREEMENT, DEEP INSTINCT MAKES NO WARRANTIES OR REPRESENTATIONS TO LICENSEE OR TO ANY OTHER PARTY (INCLUDING ANY AUTHORIZED PARTNER) REGARDING THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM SOFTWARE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEEP INSTINCT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, STATUTORY, OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENTINCLUDING, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON-INFRINGEMENT, ACCURACY, RELIABILITY AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE DEALING OR USAGE IN OF TRADE. d) LICENSOR WILL . DEEP INSTINCT DOES NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY WARRANT THAT THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS SOFTWARE WILL BE UNINTERRUPTED OR ACTS THAT THE OPERATION OF ABUSE OR MISUSE BY LICENSEETHE SOFTWARE WILL BE ERROR-FREE. IN ADDITIONLICENSEE IS NOT AUTHORIZED TO, LICENSOR AND WILL NOT BE LIABLE FOR MAKE, ANY LOSS WARRANTIES OR DAMAGE REPRESENTATIONS IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER DEEP INSTINCT’S NAME OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDERDEEP INSTINCT’S BEHALF.

Warranties Disclaimers. a) Licensor represents 7.1. Each Party warrants that it has the right and power to enter into this Agreement and to perform its obligations herein. Provider hereby warrants that it has the right to provide the Services and grant access to Licensee the rights granted hereunderSubscriber in the manner provided in this Agreement. b) Licensor represents and 7.2. Provider warrants that during the Warranty Period Services shall materially conform to the Licensed Products will perform all material functions set out specifications in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such then- current Documentation. IfProvider’s sole obligation under this warranty (which shall be Subscriber’s exclusive remedy) shall be to use reasonable efforts to correct demonstrated material defects in the Services, during and supply Subscriber with access to a corrected version of such Services, or a commercially reasonable workaround as soon as practicable after Subscriber has notified Provider of such defects. Provider’s warranty obligations hereunder shall not apply to the Warranty Period extent the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with conformity results from use of the Licensed Products. Licensor will have thirty (30) days from receipt Services or Software contrary to the terms of such notice this Agreement or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities instructions in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Productsany related materials. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES7.3. EXCEPT FOR THE EXPRESS WARRANTIES AS SPECIFICALLY SET FORTH IN THIS AGREEMENTABOVE, TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE LICENSED PRODUCTS SERVICES ARE PROVIDED “AS IS.” AND LICENSOR TO THE MAXIMUM EXTENT ALLOWED BY LAW, PROVIDER AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIESLICENSORS, VENDORS AND SERVICE PROVIDERS DO NOT MAKE ANY EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENTIMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TOTO THE WARRANTIES OF DESIGN, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYTITLE, RELIABILITY OR ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE DEALING OR USAGE IN OF TRADE, AND PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES. d7.4. PROVIDER DOES NOT WARRANT THAT: (A) LICENSOR WILL NOT BE LIABLE FOR OPERATION OF ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS SERVICES SHALL BE UNINTERRUPTED OR ACTS ERROR FREE OR (B) FUNCTIONS CONTAINED IN THE SERVICES SHALL MEET THE SUBSCRIBER’S REQUIREMENTS. 7.5. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT PROVIDER IS NOT RESPONSIBLE FOR: (I) THE ACCURACY OR INTEGRITY OF ABUSE ANY DATA SUBMITTED BY SUBSCRIBER OR MISUSE BY LICENSEE. IN ADDITIONPERMITTED USERS OR (II) THE PERFORMANCE OF SUBSCRIBER’S OR PERMITTED USER’S EQUIPMENT, LICENSOR WILL NOT BE LIABLE FOR SUBSCRIBER OR (III) ANY DOWNTIME, LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT CORRUPTION OF, BREACH OF THE INTERRUPTION OR LOSS OF USE DATA THAT OCCURS AS A RESULT OF THE LICENSED PRODUCTS TRANSMITTING OR THE LOSS OR CORRUPTION OF LICENSEE'S RECEIVING DATA OR FILES PROCESSED VIRUSES BY OR STORED BY FROM SUBSCRIBER VIA THE LICENSED PRODUCTSINTERNET. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

Warranties Disclaimers. a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period the Licensed Products will perform all material functions set out in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY RELIABILITY, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.