Common use of Warranties Clause in Contracts

Warranties. (a) Company warrants that Cloud Service will perform substantially in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 10.1 The Supplier warrants, represents and undertakes that without prejudice to any warranty implied by an applicable Law: 10.1.1 it shall comply with the Framework Agreement; 10.1.2 it has, and shall ensure its Staff shall have, and shall maintain throughout the Term all appropriate licences and registrations with the relevant bodies to fulfil its obligations under this Contract; 10.1.3 it has all rights, consents (aincluding, where the Supplier’s procedures required, the consent of any parent company), authorisations, licences and accreditations required to provide the Services and shall maintain such consents, authorisations, licences and accreditations throughout the Term; 10.1.4 it has and shall maintain a properly documented system of quality controls and processes covering all aspects of its obligations under this Contract and/or under Law and/or Guidance and shall at all times comply with such quality controls and processes; 10.1.5 it shall not make any significant changes to its system of quality processes in relation to the Services without notifying the Authority in writing at least twenty one (21) Company warrants that Cloud Service days in advance of such change (such notice to include the details of the consequences which follow such change being implemented); 10.1.6 where any act of the Supplier requires the notification to and/or approval by any regulatory or other competent body in accordance with any Law and Guidance, the Supplier shall comply fully with such notification and/or approval requirements; 10.1.7 receipt of the Services by or on behalf of the Authority and use of the deliverables or of any other item or information supplied or made available to the Authority as part of the Services will perform substantially not infringe any third party rights, to include without limitation any Intellectual Property Rights; 10.1.8 it will comply with all Law, Guidance, Policies and the Supplier Code of Conduct in so far as it is relevant to the provision of the Services; 10.1.9 it will provide the Services using reasonable skill and care and in accordance with Good Industry Practice and shall fulfil all requirements of this Contract using appropriately skilled, trained and experienced staff; 10.1.10 unless otherwise set out in the Specification and Tender Response Document and/or as otherwise agreed in writing by the Parties, it has and/or shall procure all resources, equipment, consumables and other items and facilities required to provide the Services; 10.1.11 without limitation to the generality of Clause 10.1.8 of this Schedule 2 of these Call-off Terms and Conditions, it shall comply with all health and safety processes, requirements safeguards, controls, and training obligations in accordance with its own operational procedures, Law, Guidance, Policies, Good Industry Practice, the requirements of the Specification and Tender Response Document and any notices or instructions given to the Supplier by the Authority and/or any competent body, as relevant to the provision of the Services and the Supplier’s access to the Premises and Locations in accordance with this Contract; 10.1.12 without prejudice to any specific notification requirements set out in this Contract, it will promptly notify the Authority of any health and safety hazard which has arisen, or the Supplier is aware may arise, in connection with the performance of the Services and take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by such hazards; 10.1.13 any equipment it uses in the provision of the Services shall comply with all relevant Law and Guidance, be fit for its intended purpose and maintained fully in accordance with the features manufacturer’s specification and functions described shall remain the Supplier’s risk and responsibility at all times; 10.1.14 unless otherwise confirmed by the Authority in the applicable Documentation. To the extent permitted by lawwriting (to include, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, as part of the implied warranties of merchantability Specification and fitness for a particular purpose. Company does not warrant Tender Response Document), it will ensure that any products purchased by the Supplier partially or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses wholly for the Cloud purposes of providing the Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.comply with requirements five

Warranties. (a) Company 11.1 Lonza warrants that Cloud Service will perform substantially in accordance with that: 11.1.1 the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner and in accordance with generally accepted industry standardsall Applicable Laws; 11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party; 11.1.3 except with respect to any development services and Engineering Batches, the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery; 11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility; 11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement; 11.1.6 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. For any breach 335a (a) or (b) (the “Act”). In the event that during the term of this warranty Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in Section 6.2(b)the event that it becomes debarred, Subscribersuspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement; 11.1.7 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and 11.2 Customer warrants that: 11.2.1 as of the date of this Agreement to the best of the Customer’s exclusive remedy knowledge and Company’s entire liability shall be belief, the re-Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the applicable Professional Services.Services shall not infringe any Third Party Intellectual Property rights; (c) Company makes only 11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the limited warranties expressly stated in use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and 11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company 6.1 The Beneficiary warrants and represents to the PCC that: 6.1.1 it has the right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; 6.1.2 all information provided by the Beneficiary to the PCC is at the Commencement Date true and accurate and that Cloud Service it is not aware, having made all reasonable enquiries and to the best of its knowledge and belief, that any change will perform substantially occur after the Commencement Date which will render that information untrue or misleading in accordance with the features any respect and functions described that there has been no material adverse change in the applicable Documentation. To business, assets, operation or prospects of the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: Beneficiary that will affect the Project (ior any Funded Service) will use commercially reasonable efforts to restore since the non-conforming Cloud Services so that they date any information was provided; 6.1.3 it shall comply with this warranty, or (iiand shall ensure that the Funded Services meet) if such restoration would not be commercially reasonable, Company may terminate the Order for statutory duties to safeguard vulnerable adults and children; 6.1.4 it shall ensure that it has relevant organisational policies (including whistleblowing; safeguarding; diversity and equality; environmental; information security and data security protocols) (the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a“Organisational Policies”) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in place to deliver the Funded Services in accordance with this Agreement.; 6.1.5 it shall ensure the Organisational Policies are regularly reviewed and kept up to date by appropriately senior staff and confirmed by the Beneficiary’s board or trustee(s); 6.1.6 it shall ensure that all staff are aware of the Organisational Policies and of how to raise any concerns with them; 6.1.7 it has undertaken all appropriate disclosure checks through the DBS and has no reason to believe that any Relevant Staff are barred from providing the Regulated Activity in accordance with the provisions of the Safeguarding Vulnerable Groups Act 2006; 6.1.8 none of the information provided by the Beneficiary to the PCC infringes the Intellectual Property Rights of any third party; and 6.1.9 any services (including Funded Services) included within the Project will be performed: (a) by suitably qualified and competent personnel who shall exercise all due skill and care and all due diligence in the execution of those services; (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services.Good Industry Practice; (c) Company makes only so as to conform with all applicable Law relating to those services and the limited warranties expressly stated Project. 6.2 The Beneficiary shall notify the PCC in this Agreementwriting as soon as it is reasonably able upon becoming aware of any breach of any warranty or representation set out in Clause 6.1. When notifying the PCC of a breach the Beneficiary shall use all reasonable endeavours to provide such documentation, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested details and assistance in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use respect of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentbreach that the PCC may reasonably request.

Warranties. 4.1 The Service Provider warrants that: (a) Company warrants that Cloud Service will perform substantially in accordance It is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to provide fully and satisfactorily, within the features and functions described in stipulated completion period, all the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement.; (b) Company represents It shall comply with all applicable laws, ordinances, rules and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of regulations when performing its obligations under this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services.Agreement; (c) Company makes only In all circumstances it shall act in the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties best interests of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee.IOM; (d) Company’s Cloud Services No official of IOM or any third party has received from, will be offered by, or will receive from the Service Provider any direct or indirect benefit arising from the Agreement or award thereof; (e) It has not misrepresented or concealed any material facts in the procurement of this Agreement; (f) The Service Provider, its staff or shareholders have not previously been tested in all situations under which they may declared by IOM ineligible to be used. Subscriber is solely responsible for determining the appropriate uses awarded agreements by IOM; (g) It has or shall take out relevant insurance coverage for the Cloud period the Services and are provided under this Agreement; (h) It shall abide by the results highest ethical standards in the performance of such use; Company will this Agreement, which includes not be liable for engaging in any discriminatory or exploitative practice or practice inconsistent with the results obtained through Subscriber’s use rights set forth in the Convention on the Rights of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in Child; (i) storage The Price specified in Article 3.1 of sensitivethis Agreement shall constitute the sole remuneration in connection with this Agreement. The Service Provider shall not accept for its own benefit any trade commission, personal informationdiscount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations thereunder. The Service Provider shall ensure that any subcontractors, as well as the personnel and agents of either of them, similarly, shall not receive any such additional remuneration. 4.2 The Service Provider further warrants that it shall: a) Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (iiSEA) direct life support systems, (iii) nuclear facility operations, by its employees or (iv) any other similar hazardous environmentpersons engaged and controlled by it to perform activities under this Agreement ( “other personnel”). For the purpose of this Agreement, SEA shall include: 1. Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favours or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions. 2. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel. b) Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries. c) Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the person who has committed SEA. d) Ensure that the SEA provisions are included in all subcontracts. e) Adhere to above commitments at all times. Failure to comply with (a)-(d) shall constitute grounds for immediate termination of this Agreement. 4.3 The above warranties shall survive the expiration or termination of this Agreement.

Warranties. (a) Company 6.1 The Beneficiary warrants and represents to the PCC that: 6.1.1 it has the right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; 6.1.2 all information provided by the Beneficiary to the PCC is at the Commencement Date true and accurate and that Cloud Service it is not aware, having made all reasonable enquiries and to the best of its knowledge and belief, that any change will perform substantially occur after the Commencement Date which will render that information untrue or misleading in accordance with the features any respect and functions described that there has been no material adverse change in the applicable Documentation. To business, assets, operation or prospects of the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: Beneficiary that will affect the Project (ior any Funded Service) will use commercially reasonable efforts to restore since the non-conforming Cloud Services so that they date any information was provided; 6.1.3 it shall comply with this warranty, or (iiand shall ensure that the Funded Services meet) if such restoration would not be commercially reasonable, Company may terminate the Order for statutory duties to safeguard vulnerable adults and children; 6.1.4 it shall ensure that it has relevant organisational policies (including whistleblowing; safeguarding; diversity and equality; environmental; information security and data security protocols) (the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a“Organisational Policies”) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in place to deliver the Funded Services in accordance with this Agreement.; 6.1.5 it shall ensure the Organisational Policies are regularly reviewed and kept up to date by appropriately senior staff and confirmed by the Beneficiary’s board or trustee(s); 6.1.6 it shall ensure that all staff are aware of the Organisational Policies and of how to raise any concerns with them; 6.1.7 it has undertaken all appropriate disclosure checks through the DBS and has no reason to believe that any Relevant Staff are barred from providing the Regulated Activity in accordance with the provisions of the Safeguarding Vulnerable Groups ▇▇▇ ▇▇▇▇; 6.1.8 none of the information provided by the Beneficiary to the PCC infringes the Intellectual Property Rights of any third party; and 6.1.9 any services (including Funded Services) included within the Project will be performed: (a) by suitably qualified and competent personnel who shall exercise all due skill and care and all due diligence in the execution of those services; (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services.Good Industry Practice; (c) Company makes only so as to conform with all applicable Law relating to those services and the limited warranties expressly stated Project. 6.2 The Beneficiary shall notify the PCC in this Agreementwriting as soon as it is reasonably able upon becoming aware of any breach of any warranty or representation set out in Clause 6.1. When notifying the PCC of a breach the Beneficiary shall use all reasonable endeavours to provide such documentation, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested details and assistance in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use respect of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentbreach that the PCC may reasonably request.

Warranties. Each Collaboration Supplier warrant and represent that: it has full capacity and authority and all necessary consents (aincluding but not limited to, if its processes require, the consent of its parent company) Company warrants to enter into and to perform this Agreement and that Cloud Service this Agreement is executed by an authorised representative of the Collaboration Supplier its obligations will perform substantially be performed by appropriately experienced, qualified and trained personnel with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of this clause 7) in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties own established internal processes Except as expressly stated in this Agreement, all warranties and disclaims all other warrantiesconditions, whether express or implied by statute, common law or otherwise (including without limitationbut not limited to fitness for purpose) are excluded to the extent permitted by law. Limitation of liability None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services Act 1982. Nothing in this Agreement will exclude or limit the liability of any party for fraud or fraudulent misrepresentation. Subject always to clauses 8.1 and 8.2, the implied warranties liability of merchantability and fitness the Buyer to any Collaboration Suppliers for a particular purpose. Company does not warrant all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than if made fraudulently), breach of statutory duty or otherwise guarantee that: under this Agreement (i) reported errors excluding Clause 6.4, which will be corrected or support requests subject to the limitations of liability set out in the relevant Contract) will be resolved limited to meet Subscribers’ needs[(£,000)]. Subject always to clauses 8.1 and 8.2, the liability of each Collaboration Supplier for all claims (iiby way of indemnity or otherwise) any Order arising whether in contract, tort (including negligence), misrepresentation (other than if made fraudulently), breach of statutory duty or Third Party Content otherwise under this Agreement will be uninterruptedlimited to [Buyer to specify]. Subject always to clauses 8.1, error free8.2 and 8.6 and except in respect of liability under clause 6 (excluding clause 6.4, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, which will be secure subject to the limitations of liability set out in the [relevant contract] [Call-Off Contract]), in no event will any party be liable to any other for: indirect loss or not otherwise lost damage special loss or damaged. Representations about Orders damage consequential loss or features damage loss of profits (whether direct or functionality in any communication with Subscriber constitutes technical informationindirect) loss of turnover (whether direct or indirect) loss of business opportunities (whether direct or indirect) damage to goodwill (whether direct or indirect) Subject always to clauses 8.1 and 8.2, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results provisions of such use; Company clause 8.5 will not be liable for taken as limiting the results obtained through Subscriber’s use right of the Cloud ServicesBuyer to among other things, recover as a direct loss any: additional operational or administrative costs and expenses arising from a Collaboration Supplier’s Default wasted expenditure or charges rendered unnecessary or incurred by the Buyer arising from a Collaboration Supplier's Default Dispute resolution process All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. Company’s Cloud Services are If the dispute cannot specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.be resolved by the parties' representatives nominated under clause

Warranties. 12.1. As at the Effective Date, daily throughout the term of this Agreement, You warrant that: 12.1.1. You comply with (and You have not and will not do anything that will cause Us not to comply with): a) Company warrants Applicable Law; b) any applicable Payment Network Rules; 12.1.2. You are correctly organised, validly existing and in good standing under the laws of the jurisdiction in which Your business is registered and are authorised to enter into and carry out Your responsibilities under this Agreement; 12.1.3. You are correctly qualified and licensed to do business in all states and countries in which You operate and You have the power to carry on Your activities; 12.1.4. this Agreement does not breach Your constitutional or other governing documents (e.g. rules, partnership agreement, or trust deed) and, all necessary action has been taken to authorise this Agreement and any Statement of Work; 12.1.5. the person(s) signing this Agreement, or any Statement of Work, on Your behalf is/are duly authorised to enter into this Agreement, or Statement of Work, on Your behalf; 12.1.6. all information You provide or have provided to Us in connection with this Agreement, including in the Application Documents, is true, accurate, and complete; 12.1.7. there is no legal action or regulatory investigation pending or (to the best of Your knowledge) threatened against You that Cloud Service might have an effect on You or affect Your ability to carry out Your responsibilities under this Agreement; and 12.1.8. carrying out the terms of this Agreement will perform substantially not cause You to breach any other enforceable agreement(s) to which You are party. 12.1.9. You conduct Your business in line with good business practice and in a fair and ethical manner. 12.2. We warrant that during the Warranty Period the Access Payment Product(s), when used in accordance with the features and functions described Documentation, will operate in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not all material respects in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services Documentation and the results of such use; Company functionality will not be liable materially decreased during the Term. We will obtain and at all times during the Licence Term maintain all necessary licences and consents and comply with all applicable laws and regulations relating to the Access Payment Product(s). This warranty is further dependent on all Fees being paid up to date and You using current virus scanning software from time to time. This warranty does not cover minor errors that do not materially affect the functionality of the Access Payment Product(s) and, for the results obtained through Subscriber’s use avoidance of doubt, We do not warrant that the operation of the Cloud Services. Company’s Cloud Services are not specifically designed Access Payment Product(s) will be uninterrupted or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.error free

Warranties. (a) Company 4.1 Subject to Section 9.3 hereof, Licensor warrants that Cloud Service will perform substantially in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its optionto Licensee that: (i) will use commercially reasonable efforts Licensor has all rights necessary to restore provide the non-conforming Cloud Services so Software, Source Code, Documentation and Licensor Materials to Licensee and to perform the services as specified in this Agreement and warrants that they comply with this warrantysuch Software, or Source Code, Documentation, Licensor Materials and services are free of all liens, claims, encumbrances and other restrictions, except as otherwise set forth in the Merger Agreement; (ii) if such restoration would not be commercially reasonablethe Software, Company may terminate the Order for the non-conforming Offering Source Code, Documentation, Licensor Materials and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, services furnished by Licensor and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or Licensee’s use of Cloud Service the same hereunder do not violate or infringe the rights of any third party or the laws or regulations of any governmental or judicial authority; (iii) Licensee shall be entitled to use and enjoy the benefit of the Software, Source Code, Documentation Licensor Materials and services, subject to and in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) Licensee’s use and possession of the Software, Source Code, Documentation, Licensor Materials and services hereunder shall not be adversely affected, interrupted or disturbed by Licensor or any other similar hazardous environmententity asserting a claim under or through Licensor; (v) Licensor has all rights necessary to grant the licenses to Licensee as set forth in Article 2; and (vi) Licensee’s exercise of its rights under this Agreement will not violate the proprietary or Intellectual Property Rights of any third party. 4.2 EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, LICENSOR MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY MATTER.

Warranties. (9.1 The Provider warrants to the Client that: a) Company warrants the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement; b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under the Agreement; c) the Platform will incorporate security features reflecting the requirements of good industry practice: and d) that Cloud Service will perform substantially the Hosted Services, when used by the Client in accordance with the features Agreement, will not breach any laws, statutes or regulations applicable under the English law and functions described will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law. 9.2 The Client acknowledges that: a) use of the applicable Documentation. To Hosted Services is at the extent permitted by lawClient’s sole risk, Subscriber’s exclusive remedy that the Provider cannot and Company’s entire liability for a breach does not warrant that the service will meet all requirements of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warrantyClient, or (iithat the operation of the Hosted Services will be uninterrupted or error- free. b) if such restoration would not be commercially reasonablethe Hosted Services and anything related thereto are provided "as is" and "as available", Company may terminate the Order for the non-conforming Offering with all faults and refund without warranty of any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previewskind, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties Provider hereby expressly stated in this Agreement, and disclaims all other warrantieswarranties and conditions with respect to the Hosted Services and anything related thereto, including without limitationeither express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability and merchantability, of satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and of non-infringement of third party rights. Company No oral or written information or advice given by the Provider or its Affiliate shall mean or intend to create a warranty, express or implied. c) complex software is never wholly free from defects, errors, bugs etc. nor entirely free from security vulnerabilities; and subject to the other provisions of the Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure or that the Hosted Services will be wholly free from defects, errors and/or bugs or that such defects shall be corrected promptly by the Provider. d) the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and the Provider does not warrant or otherwise guarantee that: (i) reported errors represent that the Hosted Services will be corrected compatible with any other software or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteesystems. (de) Company’s Cloud Services have not been tested in all situations under which they the Provider may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for able to ensure exactly 100% accuracy in results or go by the results obtained through Subscriber’s use sharp 30-second verification time; these figures may vary slightly as the verification process can be delayed owing to heavy website traffic or the clarity of the Cloud Services. Company’s Cloud Services verification document. 9.3 The Client warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement. 9.4 All of the parties' warranties and representations in respect of the subject matter of the Agreement are not specifically designed or intended for use expressly set out in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentthe Agreement.

Warranties. 7.1 Each Party represents and warrants to the other Party that: (a) it has the full power and authority to enter into this Agreement and perform its obligations under this Agreement; and (b) the execution, delivery and performance of this Agreement by it does not violate, conflict with or constitute a default under any agreement or instrument to which it is a party or by which it is bound, or any applicable Law, regulation or order of any court or other tribunal, except where such violation, conflict or default would not materially impair such Party’s performance of its obligations or the other Party’s enjoyment of its rights under this Agreement. 7.2 Company further warrants that Cloud Service to Customer that: (a) the Subscription Services will perform function substantially in accordance with the features and functions described in the applicable Documentation; and (b) it will use a generally commercially available virus detection or scanning program to test the Subscription Services for the presence of viruses. To In the extent permitted by lawevent of any nonconformance with any of the warranties specified in this Section 7.2, Subscriber’s exclusive remedy Customer will promptly (and Company’s entire liability for a breach in no event later than thirty (30) days after the non-conforming services were provided) notify Company of this warranty in Section 6.2(a)such nonconformance and Company will, at its option: (i) will following receipt of such notice from Customer, use commercially reasonable efforts to restore make available to Customer a conforming version of the non-conforming Cloud Subscription Service. If Company fails to do so within thirty (30) days, and such nonconformance has the effect of materially diminishing the functionality and value of the Subscription Services so as a whole, then Customer shall have the right to terminate this Agreement upon notice and recover the subscription fees paid to Company, pursuant to Section 10.7(d); provided, however, that they comply with this warranty, or (ii) if such restoration would termination shall not be commercially reasonablepermitted if, within such thirty (30) day period, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for has provided Customer with reasonable assurances that such Offeringnonconformance will be remedied within a reasonable period of time. The warranty excludes: (a) no charge Offerings or Previewsforegoing sets forth the exclusive remedies of Customer, and (b) issuesthe sole liability of Company, problems or defects arising from Third Party Content, Subscriber Data or Content, or use in the event of Cloud Service not in accordance any nonconformance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional warranties set forth in this Section 7.2 or otherwise with respect to any errors, service interruptions or other problems with the Subscription Services. (c) Company makes only the limited warranties expressly stated in this Agreement7.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, and disclaims all other warrantiesNEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, including without limitationWHETHER EXPRESS, the implied warranties of merchantability and fitness for a particular purposeIMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needsWITHOUT LIMITING THE FOREGOING, (ii) any Order or Third Party Content will be uninterruptedEXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, error freeCOMPANY IS PROVIDING THE SUBSCRIPTION SERVICES AND SUPPORT SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND COMPANY DOES NOT MAKE, failAND HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBSCRIPTION SERVICES AND SUPPORT SERVICES OR THEIR PERFORMANCE HEREUNDER, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-safeINFRINGEMENT. IN PARTICULAR, faultCOMPANY DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL MEET CUSTOMER’S EXPECTATIONS OR BE SECURE, ACCURATE, ERROR-tolerantFREE, or free of harmful componentsOR OPERATE ON AN UNINTERRUPTED BASIS OR IN COMBINATION WITH ANY OTHER HARDWARE, or (iii) any ContentSOFTWARE OR SYSTEM. WITHOUT LIMITING THE FOREGOING, including Subscriber and Third Party ContentCOMPANY WILL NOT BE LIABLE FOR ANY PROBLEMS WITH THE SUBSCRIPTION SERVICES OR SUPPORT SERVICES ATTRIBUTABLE TO THE INTERNET, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteeFORCE MAJEURE OR CUSTOMER’S OR ANY AUTHORIZED USER’S NETWORK OR ABILITY TO ACCESS THE INTERNET. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 8.1 The Seller hereby gives and makes to the Purchaser the warranties and representations set out below on the basis that: 8.1.1 the Seller acknowledges that this agreement is entered into by the Purchaser relying on each of such warranties and representations; and 8.1.2 the Purchaser will not be entitled to cancel this agreement as a consequence of the breach of any of such warranties or representations, unless the breach is a material one which goes to the root of this agreement and is incapable of being remedied by the payment of monetary compensation or otherwise, or if so capable of being remedied, the Seller fails so to remedy the breach within thirty (a30) Company warrants that Cloud Service will perform substantially days of receipt of written notice calling upon it so to do. 8.2 If any dispute shall arise as to whether: 8.2.1 any breach is a material breach which goes to the root of the agreement; or 8.2.2 the breach is incapable of being remedied by the payment of monetary compensation or otherwise; or 8.2.3 if it is capable of being remedied by the payment of monetary compensation or otherwise, whether the Seller has failed to do so within the specified period, then such dispute shall be referred for determination, mutatis mutandis, in accordance with the features provisions of 13 below. 8.3 The Seller warrants that: 8.3.1 it is the sole and functions described beneficial owner of the business and is entitled to sell and pass ownership of the business and the sale assets to the Purchaser; 8.3.2 save as may be specifically set out herein, none of the sale assets are, or as at the closing date will be, subject to any lien, hypothec or encumbrance and the Seller is able to give free and unfettered title thereof to the Purchaser; 8.3.3 no person has, nor will any person on the effective date have, any option or right to acquire any of the sale assets or any other assets of the business other than in the applicable Documentation. To ordinary and normal course of business; 8.3.4 the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service Seller is not in accordance default of any material obligation affecting the business, whether under this agreement or under any legislation; 8.3.5 no person who has any claim in connection with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed the business, has instituted proceedings in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance division of the applicable Professional Services.High Court and/or in any Magistrate's Court having jurisdiction, nor is the Seller aware of any circumstances which may give rise thereto; 8.3.6 all of the fixed assets comprising the business will be in good and proper working order; 8.3.7 all of the marks used in the business have been disclosed and sold to the Purchaser; 8.3.8 it has not sold or otherwise disposed of or encumbered any of the rights attaching to the name/s (cnor purported nor agreed to do so) Company makes only to any person other than the limited warranties expressly stated Purchaser, nor has it granted any right, licence, option or privilege with respect thereto, nor encumbered the name/s in this Agreement, any way; 8.3.9 to the best of the Seller's knowledge and disclaims all other warranties, including without limitationbelief, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services name/s does not infringe, nor will it infringe any rights of any third party; 8.3.10 no other person has the right to exploit the rights attaching to the name/s and to the best of the Seller's knowledge and belief, there is nothing which will preclude the Purchaser from exploiting such rights at any time; 8.3.11 no person save as contemplated in this agreement, has nor will on the effective date, have any right to participate in any of the revenues or profits generated pursuant to the exploitation of the name/s acquired in terms hereof; 8.3.12 to the best of the Seller's knowledge and belief, the use of the name/s by the Purchaser will be unimpeachable by any third party; 8.3.13 to the best of the Seller's knowledge and belief, there is no infringement or suspected infringement of the rights to the name/s; 8.3.14 between the effective date and the closing date, the Seller will not have done anything or do anything which could prejudice the rights to the name/s in any way whatsoever; 8.3.15 between the effective date and the closing date, the Seller will not bind the business to any agreement of any nature whatsoever, other than in the ordinary and regular course of business; 8.3.16 all amounts owing by the Seller in respect of VAT payable for transactions concluded by or on behalf of the business and all regional service council levies due for all periods up to the effective date will have been paid and the Seller hereby indemnifies the Purchaser against any liability arising in respect thereof; 8.3.17 to the best of the Seller's knowledge and belief, the Seller has disclosed to the Purchaser all material facts and circumstances which are or might be material to a purchaser of the business; 8.3.18 the tangible assets of the business are fully insured against all risks and such insurance will not expire until a period being at least 30 (thirty) days after the closing date; 8.3.19 there are no liabilities of the Seller, actual or contingent or conditional, which are not specifically designed or intended disclosed in the effective day accounts; 8.3.20 to the extent that any pension and/or provident fund exists for use the benefit of employees of the business, such pension and/or provident fund is fully funded; 8.3.21 it will discharge the sale liabilities according to their tenor and hereby indemnifies and holds the Purchaser harmless against any claims in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentrespect thereof.

Warranties. 16.1 The Provider warrants to the Customer that: (a) Company the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and (c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement. 16.2 The Provider warrants to the Customer that: (a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification; (b) the Hosted Services will be free from Hosted Services Defects; (c) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and (d) the Platform will incorporate security features reflecting the requirements of good industry practice. 16.3 The Provider warrants to the Customer that Cloud Service will perform substantially the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law. 16.4 The Provider warrants to the features Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and functions described under any applicable law. 16.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), Provider may at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering own cost and refund any prepaid fees paid for such Offering. The warranty excludes: expense: (a) modify the Hosted Services in such a way that they no charge Offerings or Previews, and longer infringe the relevant Intellectual Property Rights; or (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or procure for the Customer the right to use of Cloud Service not the Hosted Services in accordance with this Agreement. (b) Company represents 16.6 The Customer warrants to the Provider that it has the legal right and warrants that all such Professional Services shall be performed authority to enter into this Agreement and to perform its obligations under this Agreement. 16.7 All of the parties' warranties and representations in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach respect of the subject matter of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties Agreement are expressly stated set out in this Agreement. To the maximum extent permitted by applicable law, and disclaims all no other warranties, including without limitation, warranties or representations concerning the implied warranties subject matter of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors this Agreement will be corrected implied into this Agreement or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteerelated contract. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company warrants that Cloud Service will perform substantially in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company 8.1 DataFix represents and warrants that the following which shall remain true and accurate until the expiration or effective termination of this Agreement: a) DataFix shall take all such Professional Services shall be performed reasonable steps to ensure all computer and telecommunications hardware and software are operational 24 hours a day, 7 days a week; b) DataFix has full right, power, and authority to enter into this Agreement and to perform its obligations under it; c) DataFix is not under any obligation, contractual or otherwise, to request or obtain the consent of any person in order to enter into this Agreement and to perform DataFix’s obligations under it; d) DataFix is a corporation, duly organized, legally existing, in good standing and has not been dissolved under the laws of the Province of Ontario; e) DataFix has the necessary corporate power to own its properties and assets and to carry on its business as it is now being conducted and to enter into this Agreement; f) DataFix is not a party to, or bound by any indenture, agreement (written or oral), instrument, license, permit or understanding or other obligation or restriction under the terms of which the execution, delivery or performance of this Agreement will constitute or result in a professional and workmanlike manner in accordance with generally accepted industry standards. For any violation or breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Servicesor default. (c) Company makes only 8.2 Each Party additionally warrants to the limited warranties expressly stated in this Agreement, other Party that it will comply with all applicable laws and disclaims all other warrantiesregulations, including without limitationthose related to privacy, that may apply to the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant activities contemplated herein or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteeassociation herewith. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive8.3 EXCEPT AS SPECIFICALLY SET FORTH OR REFERENCED IN THIS AGREEMENT, personal informationTHERE ARE NO REPRESENTATIONS, (ii) direct life support systemsWARRANTIES, (iii) nuclear facility operationsOR CONDITIONS OF EITHER PARTY, or (iv) any other similar hazardous environmentEXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, INCLUDING ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

Warranties. Ticketmaster warrants to User that it is the owner of the System end the ▇▇▇▇ (aor claims ownership rights to the ▇▇▇▇) Company and has the right to grant this license to User. Ticketmaster further warrants that Cloud Service the System to be installed in the Market Area will be substantially the same as, and will be capable of performing (if used with the same equipment and subject to limitations based on size and capacity) as, the basic system currently being operated by Ticketmaster and its licensees in San Francisco and Philadelphia. The System does not include certain custom enhancements such as direct line credit card authorization, disaster recovery, off-line archiving of accounts, nitrun, remote VAXNET software and the TM fraud program, all of which may be purchased separately. IN THE EVENT OF ANY BREACH OF THE WARRANTY CONTAINED IN THE PREVIOUS SENTENCE, TICKETMASTER’S SOLE RESPONSIBILITY SHALL BE TO USE ITS BEST EFFORTS TO CORRECT THE SYSTEM SO THAT IT PERFORMS IN ALL MATERIAL RESPECTS IN THE MANNER DESCRIBED ABOVE. THE WARRANTIES CONTAINED IN THIS PARAGRAPH 8 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. User hereby warrants to Ticketmaster that (i) it is a duly organized and validly existing limited partnership under the laws of the State of Maryland; (ii) it has all necessary power and authority to execute and perform substantially this Agreement in accordance with its terms; (iii) the features execution and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach performance of this warranty in Section 6.2(a)Agreement by it will not breach, at constitute a default under or violate any of User’s governing instruments or any agreement to which it is a party or by which its option: assets may be bound; (iiv) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not Agreement is enforceable against User in accordance with its terms; and (v) no approvals or consents of any third party (including any government agency) is necessary in order for User to execute and deliver this AgreementAgreement and to perform hereunder. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 13.1. The Company warrants that: (a) Company warrants that Cloud Service The Works will perform substantially in accordance with conform to the features Statement of Work; and (b) The Goods will be free from material defects at the time of installation and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such OfferingWarranty Period. 13.2. The warranty excludes: Company will repair or make good any defects in its Workmanship arising within one year following completion of the Workmanship for which the defect is claimed (“Workmanship Guarantee”). The Workmanship Guarantee is subject to the following conditions: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising The Company is not liable to carry out any remedial work under the Workmanship Guarantee unless we receive written notice from Third Party Content, Subscriber Data or Content, or use the Customer of Cloud Service not in accordance with this Agreementthe claim within seven days after discovery of the defect. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(bThe Workmanship Guarantee does not apply to the Goods (for which the Customer acknowledges clause 13.1(b) applies), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only The Company’s liability in respect of all claims arising from the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors Workmanship Guarantee will be corrected or support requests will be resolved limited to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free the labour value of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteethe Workmanship. (d) CompanyThe Workmanship Guarantee does not cover any occurrence which would normally be covered by the Customer’s Cloud Services public liability insurance or any other form of insurance. (e) The Workmanship Guarantee does not apply where alterations or repairs are made by the Customer or any third party to the Works without the knowledge and prior written consent of the Company (and without the Company first having the opportunity to remedy the same to its satisfaction). (f) The benefit of the Workmanship Guarantee is not assignable by the Customer to any other person. (g) The Workmanship Guarantee does not apply until the Works have not been tested completed in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services full and the results Customer has made all payments owing to the Company. 13.3. The Customer acknowledges that: (a) no representations or warranties about the subject matter of such usethis agreement have been made by, or on behalf of, the Company; and (b) the Customer has not relied on any representations or warranties about the subject matter of this agreement, except as expressly provided in this agreement. 13.4. The Company will not be liable to the Customer for the results obtained through Subscriber’s use any indirect, special, incidental, or consequential loss or damage, however caused. 13.5. The maximum liability of the Cloud Services. Company’s Cloud Services are Company in relation to the supply of the Works will not specifically designed or intended exceed the amount paid by the Customer for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentsuch Works.

Warranties. a. Seller’s Representations, Warranties and Covenants. Seller represents, warrants and covenants with Purchaser that: i. Seller owns the Property, and is not precluded from entering into this Agreement or consummating the transactions described in this Agreement by the terms of any other contract, lease or agreement to which Seller is bound; ii. The persons signing this Agreement on behalf of Seller have full power and authority to bind Seller; iii. All necessary documents evidencing such power and authority shall be provided to the Title Company and Purchaser at Closing; iv. Seller will provide to Purchaser, at Closing, a Foreign Investment Tax Certificate (a“FIRPTA Certificate”) Company warrants that Cloud Service will perform substantially in accordance with Section 1445 of the features Internal Revenue Code; v. Except as identified in Section 5d of this Agreement during the term of this Agreement, Seller shall not, without providing prior notice to Purchaser and functions described having received the express written consent of Purchaser, commence any proceeding to change, redefine, or otherwise modify any use, zoning, building, or code requirements applicable to the Property, or any portion thereof, or cause any additional title exceptions to be recorded against the Property which may not be removed by Seller prior to Closing; vi. Except for the leases identified in Section 12 of this Agreement, there are no other agreements (written or oral) with respect to the applicable DocumentationProperty, and all Property and personal property, general intangible property, and development documents have been delivered to the Purchaser and are true and correct in all material respects; vii. To Seller’s knowledge, each of the extent permitted by lawdevelopment rights documents or agreements is in full force and effect, Subscriber’s exclusive remedy none of the parties thereto is in default of any of its obligations they are under, and Company’s entire liability no event has occurred that, without giving of notice or passage of time, or both, which constituted default they are under; viii. Except for a breach the leases identified in Section 12 of this warranty Agreement and the possibility that relocation costs may be required to be paid, no Tenant or third party is entitled to free rent, abatement of rent, or other concession or allowance or work relative to the Property; ix. To Seller’s knowledge, no Tenant or third party has made any claim under its lease or other agreement that Seller is in default thereunder, and that it is entitled to any refunds, credits, or services which it has not received or is not receiving, and no brokerage commission or other compensation is payable (or will, with the passage of time or occurrence of any events or both, be payable) with respect to any lease; x. Other than two current management agreements and the leases identified in Section 6.2(a)12, at its option: there are no service or maintenance contracts or management or leasing agreements (iwritten or oral) will use commercially reasonable efforts relating to restore or affecting the non-conforming Cloud Services so that they comply with Project; xi. The Seller agrees to provide Purchaser any documents described above coming into Seller’s possession or produced by Seller after the initial delivery above, and to continue to provide the same during the pendency of this warrantyagreement; xii. No services, material, or (ii) if such restoration would work has been supplied to the Property in which payment has not be commercially reasonablebeen paid in full. Except as disclosed to Purchaser in Schedule “2” attached hereto, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company Seller represents and warrants that Seller has no knowledge that there have ever been any Hazardous Materials used, handled, manufactured, generated, produced, stored, treated, processed, transferred, or disposed of at or on the Property, except in compliance with all such Professional Services shall be performed applicable Environmental Laws; xiii. Except as disclosed to Purchaser in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitationSchedule “2” attached hereto, the implied warranties Seller represents and warrants that it has received no notice that the Project is in violation of merchantability and fitness for a particular purposeany Environmental Laws. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needsNo lien has been imposed on the Project by any federal, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerantstate, or free of harmful componentslocal government or quasi-governmental agency in connection with any violation with any Environmental Law, or (iii) the presence of any ContentHazardous Materials on or off the Project; xiv. Except as disclosed to Purchaser, including Subscriber in Schedule “2” attached hereto, the Seller represents and Third Party Contentwarrants that it is not aware of any pending or threaten litigation or proceedings before any administrative agencies in which any person or entity alleges the violation or threaten violation of any Environmental Law, will be secure or not otherwise lost the presence, release, threat of release, or damaged. Representations about Orders placement on or features at the Project of any Hazardous Materials, or functionality any facts that would give rise to any such action, nor has the Seller received notice that any governmental or quasi-governmental authority or any employee or agent thereof, has determined or requires an investigation to determine that there has been a violation of any Environmental Laws, at, on, or in connection with the Project or that there exists a presence, release, threat of release, or placement of any communication with Subscriber constitutes technical Hazardous Materials on or at the Project, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation, or disposal of any Hazardous Materials at the Project; nor has Seller received any request for inspection, request for information, not a warranty notice, demand, administrative inquiry, or guarantee. (d) Company’s Cloud Services have not been tested any formal or informal complaint or claim in all situations under which they may be used. Subscriber is solely responsible for determining respect to or connection in violation or threaten violation of any Environmental Laws or existence of Hazardous Materials relating to the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed Project or intended for use in (i) storage of sensitiveany facilities, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) activities conducted thereon or any other similar hazardous environmentbusiness conducted in connection therewith. xv. The representations and warranties of Seller set forth in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. If the representations and warranties of Seller are not true and correct as of the Effective Date and as of the Closing Date, Purchaser shall not be obligated to perform under this Agreement and shall receive a return of the ▇▇▇▇▇▇▇ Money. Seller, by having closed the sale of the Project, shall be deemed conclusively to have certified at Closing that all representations and warranties stated herein were true and correct on and as of the Closing Date.

Warranties. 14.1 The Provider warrants to the Customer that: (a) Company the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and (c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement. 14.2 The Provider warrants to the Customer that: (a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification; (b) the Hosted Services will be free from Hosted Services Defects; (c) the application of Updates and Upgrades to the Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services; (d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and (e) the Platform will incorporate security features reflecting the requirements of good industry practice. 14.3 The Provider warrants to the Customer that Cloud Service will perform substantially the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law. 14.4 The Provider warrants to the features Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and functions described under any applicable law. 14.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), Provider may at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering own cost and refund any prepaid fees paid for such Offering. The warranty excludes: expense: (a) modify the Hosted Services in such a way that they no charge Offerings or Previews, and longer infringe the relevant Intellectual Property Rights; or (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or procure for the Customer the right to use of Cloud Service not the Hosted Services in accordance with this Agreement. (b) Company represents 14.6 The Customer warrants to the Provider that it has the legal right and warrants that all such Professional Services shall be performed authority to enter into this Agreement and to perform its obligations under this Agreement. 14.7 All of the parties' warranties and representations in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach respect of the subject matter of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties Agreement are expressly stated set out in this Agreement. To the maximum extent permitted by applicable law, and disclaims all no other warranties, including without limitation, warranties or representations concerning the implied warranties subject matter of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors this Agreement will be corrected implied into this Agreement or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteerelated contract. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 10.1 Each Party warrants that it: (a) Company warrants that Cloud Service will perform substantially in accordance with the features is duly authorised to enter into and functions described in the applicable Documentation. To the extent permitted be bound by law, Subscriber’s exclusive remedy this Agreement and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement.Contract; (b) Company represents has the authority to grant the licence rights provided to the other Party as set out in this Agreement and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services.Contract; and (c) Company makes only holds all licences, approvals and permits required by law to perform its obligations under this Agreement and any Contract. 10.2 The Supplier warrants that, to the limited warranties expressly stated in best of the Supplier’s knowledge at the time that this Agreement, and disclaims all other warranties, including without limitationAgreement is entered into, the implied warranties Licensed Products do not infringe upon the Intellectual Property Rights of merchantability any Third Party. 10.3 In the event that the Client becomes aware of any allegation by a Third Party that the Licensed Products infringes upon a Third Party’s IPR, the Client shall promptly notify the Supplier in writing of the details of such allegation. 10.4 In the event that the Licensed Products are found to infringe upon the IPR of any Third Party, the Supplier shall, as soon as practicable, at its own election and fitness expense: (a) procure a licence for the Client to continue using the Licensed Products; or (b) modify the Licensed Products to remove the part of the Licensed Products which are found to be infringing; or (c) replace the Licensed Product with equivalent functionality and performance. 10.5 Notwithstanding clause 10.4 above, the Supplier will have no liability to the Client for any Loss or Claim arising as a particular purpose. Company does not warrant result of: (a) the Licensed Products being found to infringe upon the IPR of any Third Party; (b) the use of other than the latest unaltered version of the Licensed Products or otherwise guarantee that: the computer’s operating system on which the Licensed Products is designed to operate; (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (iic) any Order modification (whether by alteration, deletion, addition or Third Party Content will be uninterruptedotherwise) to the Licensed Products or any equipment on which the Licensed Products is installed, error free, fail-safe, fault-tolerant, by persons other than the Supplier or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee.its authorised representatives; or (d) Companyany integration or attempted integration or interoperation of the Licensed Products with any other software or equipment other than: i. software or equipment supplied by the Supplier and expressly represented or designed to function in conjunction with and which integrates or interoperates with the Licensed Products; or ii. the Application Package. 10.6 Sub-clauses 10.2 to 10.5 states the entire liability of the Supplier with respect to the infringement or alleged infringement of any Third Party’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining rights of any kind by the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentLicensed Products by the Client.

Warranties. Each Party hereby represents and warrants to the other Party that it has all necessary power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. Each Party further represents and warrants, and covenants, as applicable, to the other Party that (a) Company warrants that Cloud Service will perform substantially in accordance with the features execution and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach delivery of this warranty in Section 6.2(a)Agreement has been duly and validly authorized by all necessary corporate action applicable to such Party, at its option: (i) will use commercially reasonable efforts and no other corporate action is necessary to restore the non-conforming Cloud Services so that they comply with authorize such Party’s execution and performance of this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or PreviewsAgreement, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use it will at all times comply with all Laws which are applicable to it in its performance of Cloud Service not in accordance with its obligations and exercise of its rights under this Agreement. (b) Company represents . DWA and warrants that all such Professional Services shall be performed in a professional its Affiliates also represent and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected the versions of the Software included in the Contributed DWA Technology constitute the same versions of such Software that DWA and its Affiliates use (i.e., have deployed in their production environment) to create animated Feature Films for the United States and other territories as of the Effective Date, except to the extent that DWA modifies such Software with the Company’s approval or support requests will be resolved in order to meet Subscribers’ needsoperate in the Company’s environment pursuant to a Statement of Work under the Consulting and Training Services Agreement or under this Agreement or the Onshore Technology License, (ii) as between DWA SKG, DWA LLC, and their respective Affiliates (but not as between, on the one hand, any Order of DWA SKG, DWA LLC or their respective Affiliates and, on the other hand, any third Person), DWA LLC owns or controls or otherwise has the right to license the applicable Intellectual Property Rights in and to the DWA IP and otherwise grant the Licenses provided under this Agreement, subject to Third Party Content will be uninterruptedPerson Rights as expressly set forth in Section 2.7, error free, fail-safe, fault-tolerant, or free of harmful components, or and (iii) neither DWA nor its Affiliates has, and none of them will, grant to any Contentthird Person or exercise themselves any of Company’s rights for an exclusive license to the English language Trademark ORIENTAL DREAMWORKS and the “Panda in the Moon” logo Trademark in such other jurisdictions that may be added to the Territory pursuant to Section 1.95 hereof, including Subscriber licensing the English language Trademark ORIENTAL DREAMWORKS and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality the “Panda in the Moon” logo Trademark to any third Persons in any communication with Subscriber constitutes technical information, not a warranty or guaranteesuch jurisdiction. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 8.1 The Customer warrants that: (a) Company warrants it has the full capacity and authority to enter into and perform this Agreement and that Cloud Service will perform substantially in accordance with this Agreement is executed by a duly authorised representative of the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement.Customer; (b) Company represents it has the authority to grant any rights to be granted to Ultima under this Agreement and warrants that it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to Ultima and any of its subcontractors, any materials reasonably necessary for the fulfilment of all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of its obligations under this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services.Agreement; (c) Company makes only Ultima's use in the limited provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials supplied by the Customer (including any hardware or software supplied by the Customer to Ultima for such use) shall not cause Ultima to infringe the rights, including any Intellectual Property Rights, of any third party; and (d) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by Ultima or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by ▇▇▇▇▇▇. 8.2 Ultima warrants that: (a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of Ultima; (b) it owns or has obtained valid licences, consents, permissions and rights to enable Ultima to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and Ultima shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached; (c) it will comply with all applicable laws in performing its obligations under this Agreement; and (d) the Customer's use of any Ultima materials, including any materials supplied by Ultima to the Customer (but excluding any third-party materials), shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party. 8.3 Except for any warranties and service levels expressly stated set forth in this Agreement, the Services are provided on an “as is” basis, and disclaims Customer’s use of the Services is at its own risk. Ultima does not make, and hereby disclaims, any and all other express and/or implied warranties, including without limitationstatutory or otherwise, the implied including, but not limited to, warranties of merchantability and merchantability, fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needspurpose and any warranties arising from a course of dealing, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerantusage, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteetrade practice. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company 8.1. The Contractor warrants that Cloud Service that: 8.1.1. it will perform substantially at all times have adequate levels of resource to allow the performance of the Services in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach terms of this warranty in Section 6.2(a)Contract, at its option: (i) including but not limited to the timescales for performance; 8.1.2. the Equipment and any associated software shall be free from material defects and will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they materially comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order any agreed specification(s); 8.1.3. it has and will for the non-conforming Offering duration of this Contract have all necessary licences, consents and refund authorisations or rights as may be provided for under any prepaid fees paid for such Offeringrelevant legislation, regulations or administrative orders to provide the Services to the Customer; 8.1.4. The warranty excludes: the Services will (awhere relevant) no charge Offerings meet or Previewsexceed the service levels set out in Schedule 1 and any applicable industry standards; 8.1.5. it will provide the Services in a timely, reliable and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not professional manner and will carry out its obligations in this Contract in accordance with all applicable telecommunications, data protection and other laws, licences and regulations in force from time to time; 8.1.6. it has the full right, power and authority to enter into and perform this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner Contract in accordance with generally accepted industry standardsits terms, and such entry and performance does not and will not violate or infringe the intellectual property or other rights of any other persons; and 8.1.7. For it is not knowingly engaged in, and will not knowingly during the Term engage in, any business, relationship, contract or other activity which damages or tarnishes, or is likely to damage or tarnish, the reputation of the Customer; 8.1.8. in relation to this Contract and/or its subject matter, neither the Contractor nor any of its employees, sub-contractors or agents or others performing services on behalf of the Contractor has done (or agreed to do) or will do (or agree to do) anything which constitutes a breach by the Parties of any Bribery Legislation; 8.1.9. it has in place, and will at all times during the Term continue to have in place, adequate procedures designed to prevent any person associated with the Contractor from committing an offence under the Bribery Legislation and as a minimum such procedures comply, and will at all times during the Term comply, with the most recent guidance issued from time to time by the Secretary of State pursuant to the Bribery Act 2010; and 8.1.10. it will throughout the Term comply with, monitor and enforce the procedures referred to in Clause 8.1.8. 8.2. The Customer warrants that: 8.2.1. subject to Clause 8.1.3, it has and will for the duration of this warranty Contract have all necessary licences, consents and authorisations or rights as may be provided for under any relevant legislation, regulations or administrative orders to perform its obligations under this Contract; and 8.2.2. it has the full right, power and authority to enter into and perform this Contract in Section 6.2(b)accordance with its terms, Subscriber’s exclusive remedy and Company’s entire liability shall be such entry and performance does not and will not violate or infringe the re-performance intellectual property or other rights of the applicable Professional Servicesany other persons. (c) Company makes only 8.3. Specific warranties regarding any Equipment to be provided by the limited warranties expressly stated Contractor are set out in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteeSchedule 5. 8.4. Specific warranties regarding any Services to be provided by the Contractor (dincluding but not limited to in relation to any software) Company’s Cloud Services have not been tested are set out in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentSchedule 5.

Warranties. Subject to the limitations of this section and Section 10 hereof and subject to such limitations as are expressly provided elsewhere in this Agreement, IT&S represents and warrants that: (a) Company warrants that Cloud Service will perform substantially The Services provided by it hereunder shall be performed, in accordance with the features all material respects, in a professional, timely and functions workmanlike manner and shall be as described in this Agreement, the applicable DocumentationDocumentation and the Schedules hereto. To Without limitation of the extent permitted by lawforegoing, Subscriber’s exclusive remedy the Services shall be of a quality and Company’s entire liability for a breach of this warranty in Section 6.2(a), timeliness at its option: least equal to (i) will comparable services provided by IT&S to HCA Entities and/or its other customers during the Term of this Agreement and (ii) comparable services previously provided by IT&S under the Previous Agreements except to the extent that changes are made during the Term pursuant to Section 3 or other provisions of this Agreement that adversely affect the quality and timeliness of the Services. (b) IT&S has the legal right to license or sublicense to Customer the Software and to perform the Services. IT&S makes no warranties of any kind in connection with the services provided by any telephone company. IT&S makes no warranties of any kind with respect to the Equipment. Customer must look solely to the manufacturer of such Equipment for any warranties relating thereto. (c) IT&S owns all right, title and interest in and to the Software, Documentation and other proprietary material provided under this Agreement, or otherwise has the right to grant to Customer the license to use same as set forth in this Agreement without violating, misappropriating or infringing upon any rights of any third party and without breach of any third-party license to IT&S. (d) In the event of any actual or threatened suit by any third party based on an alleged violation, infringement, misappropriation or breach by IT&S of the rights of any third party, IT&S shall use all commercially reasonable efforts to restore the non-conforming Cloud Services so ensure that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company Customer may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or continue use of Cloud Service not the Software and the Documentation in accordance with this Agreement. (be) Company represents The Software shall perform in accordance with the Documentation; provided, however, if a Customer makes an unauthorized modification to the Software, then this warranty shall not apply to the extent that the problem was caused by the unauthorized modification. (f) Each of IT&S’s employees, agents or representatives assigned to perform services hereunder shall have the proper skill, training and warrants that background so as to be able to perform in a competent and professional manner and all such Professional Services shall work will be so performed in a professional manner compatible with Customer’s business operations at its premises. (g) The Software provided under this Agreement, at the time it is supplied and workmanlike throughout the Term hereof, be completely free of any virus, rouge program, time bomb, turn off instruction, or any other device however characterized that is potentially damaging to the Software, materials provided, other programs, data, computer hardware, computer software, telecommunications equipment or any other material or device in any manner in accordance with generally accepted industry standardswhatsoever (collectively, “Malicious Code”). For any breach Throughout the Term of this warranty Agreement, IT&S shall use commercially reasonable efforts to check the Software for Malicious Code and take appropriate action to prevent the propagation of Malicious Code in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be connection with the re-performance of the applicable Professional Services. (ch) Company makes only Customer is not an alpha or a beta site for the limited warranties expressly stated in this AgreementSoftware and will not be for any new services unless the prior written consent of Customer’s Chief Information Officer or Chief Executive Officer is obtained. Notwithstanding the foregoing, Customer acknowledges and disclaims all other warranties, including without limitation, hereby grants consent for one or more of the implied warranties Facilities to be an alpha or beta site for the installation of merchantability the MCV upon mutual agreement of the Parties as to the selection and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: timing of such installation. (i) reported errors will be corrected The average service levels (as measured by the SLOs or support requests will be resolved SLAs then in effect) with respect to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality the Services provided in any communication with Subscriber constitutes technical information, calendar quarter during the Term of this Agreement (including the Wind-Down Period) shall not a warranty be less than the service levels for the comparable SLOs or guaranteeSLAs and services rendered to any HCA Entity that receives services from IT&S during the same calendar quarter. (dj) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining The Documentation accurately reflects the appropriate uses for functionality of the Cloud Services and the results security policies and procedures as of such use; Company will the Effective Time and shall be promptly updated by IT&S during the Term of this Agreement to reflect any changes in the Services. The Documentation shall be complete and of a quality which shall enable a trained user to utilize the Services as contemplated by this Agreement. IT&S shall make the Documentation available on the Atlas System to the same extent that it is made available to HCA Entities and other customers of IT&S. IT&S shall give Customer advance notice of any material changes in the Documentation with respect to new releases and any material changes in the security policies and procedures included therein. Changes in Documentation shall not be liable adversely affect the scope of the warranty set forth in Section 9(a) above except for changes in Documentation that are made to reflect changes made in the Software pursuant to Section 3 above. (k) The Services include data backup, disaster recovery and other functionality sufficient to enable Customer to satisfy the HIPAA Rules with respect to privacy and security. (l) Prior to expiration of the license for the results obtained through Subscriber’s Software, IT&S shall use of the Cloud Services. Company’s Cloud Services are not specifically designed commercially reasonable efforts to either renew or intended extend said license or enter into a license for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentfunctionally comparable alternative software.

Warranties. 10.1 We warrant that during the applicable Subscription Term: (a) Company warrants that Cloud Service the Services will substantially perform substantially as specified in the Documentation when used in accordance with the features terms of this Agreement; (b) We will not materially reduce the overall level of beneficial service provided to you under the Service Level Agreement; (c) the Services have been and functions described will for the duration of the Subscription Term continue to be tested for Malware (including without limitation scanning with current versions of industry-standard antivirus software); and (d) Professional Services will be performed in a professional, ▇▇▇▇▇▇▇-like manner with reasonable skill and care in accordance with industry standards. 10.2 Our sole liability (and Your exclusive remedy) for any breach of the foregoing warranty shall be to correct the nonconformity, provide You with a functionally equivalent replacement or, in the applicable Documentationcase of Professional Services, reperform the nonconforming services, provided you have notified us of such nonconformity within thirty (30) days of the performance thereof. To If We cannot reasonably make such correction, substitution or reperformance, as determined in Our sole discretion acting in good faith, We will refund You (or, in the extent permitted by lawcase Your Subscription is purchased through an Authorized Reseller, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a)arrange through such Authorized Reseller, at its option: (ithe refund of) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees covering the remainder of the Subscription Term for the nonconforming Service (or any Fees paid for such Offering. The warranty excludesthe nonconforming Professional Services) and terminate Your access to and use of the affected Service for which You have received the refund. 10.3 Each party hereby warrants to the other that: (a) no charge Offerings or Previewsit has the authority to enter into the Agreement, to grant the rights granted by it under the Agreement, and to perform its obligations under the Agreement; and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use it will comply with all applicable laws and regulations in effect during the term of Cloud Service not in accordance with the Agreement as they apply to such party’s rights and obligations under this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b)10.4 EXCEPT AS EXPRESSLY PROVIDED HEREIN, Subscriber’s exclusive remedy and Company’s entire liability shall be the reNEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-performance of the applicable Professional ServicesINFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 14.1 The Provider warrants to the Customer that: (a) Company the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and (c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement. 14.2 The Provider warrants to the Customer that Cloud Service it will perform substantially use all reasonable commercial endeavours to ensure that: (a) the Platform and Hosted Services will conform in all respects with the Hosted Services Specification; (b) the Hosted Services will be free from Hosted Services Defects; (c) the application of Updates and Upgrades to the Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services; (d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and (e) the Platform will incorporate security features reflecting the requirements of good industry practice. 14.3 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not knowingly infringe the features Intellectual Property Rights of any person in any jurisdiction and functions described under any applicable law. 14.4 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), Provider may at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering own cost and refund any prepaid fees paid for such Offering. The warranty excludes: expense: (a) modify the Hosted Services in such a way that they no charge Offerings or Previews, and longer infringe the relevant Intellectual Property Rights; or (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or procure for the Customer the right to use of Cloud Service not the Hosted Services in accordance with this Agreement. (b) Company represents 14.6 The Customer warrants to the Provider that it has the legal right and warrants authority to enter into this Agreement and to perform its obligations under the Agreement and that all such Professional Services shall be performed it will not breach any laws, statutes or regulations applicable to it under this Agreement. 14.7 All of the parties' warranties and representations in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach respect of the subject matter of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties Agreement are expressly stated set out in this Agreement. To the maximum extent permitted by applicable law, and disclaims all no other warranties, including without limitation, warranties or representations concerning the implied warranties subject matter of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors this Agreement will be corrected implied into the Agreement or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteerelated contract. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 5.1 HSO warrants that: (a) Company warrants that Cloud Service will perform substantially the Customer shall have the right to possess, and use, the Products (except Third Party Software) and Deliverables in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach terms of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement.; (b) Company represents and warrants it shall use reasonable efforts to ensure that all such Professional Services shall be performed in a professional Products (except Third Party Software) and workmanlike manner in accordance with generally accepted industry standards. For any breach Deliverables supplied by it are, at the date of this warranty in Section 6.2(b)delivery, Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services.virus free; and (c) Company makes only Services will be supplied by HSO: (i) with reasonable skill and care; and (ii) by means of appropriately qualified and skilled personnel. 5.2 HSO warrants that it will use reasonable endeavours to provide the limited warranties Deliverables in accordance with the Specification. 5.3 HSO does not warrant that any Software will be entirely free from defects or that its operation will be entirely error free. 5.4 The Customer warrants and undertakes that it is the owner of any machines, equipment, premises or property on, at or in relation to which the Services are to be performed or is authorized by the owner to make them available to HSO for that purpose. 5.5 HSO does not warrant the performance by Microsoft under the terms of any Microsoft Customer Agreement. The Customer accepts that any remedy for the provision of any Cloud Services is governed by the terms of the Microsoft Customer Agreement and, other than in respect of any failure by HSO to pay Microsoft in respect of such Cloud Services, the Customer hereby releases HSO from and in respect of any liability in respect of the same. 5.6 Warranties in respect of Third Party Software are contained in the Third Party Software License applicable to that Third Party Software and not in this clause 5. 5.7 Save as expressly stated set out in this Agreement, and disclaims all other no conditions, warranties, representations or other terms (whether express or implied or arising through trade usage or custom) apply to anything supplied under or in relation to this Agreement by HSO (including without limitationProducts, Deliverables and Services). 5.8 If any warranties or other obligations entered into by HSO under a Statement of Work are breached or not performed (or alleged to be breached or not performed), the implied warranties Customer shall notify HSO in writing as soon as possible of merchantability the same. The Customer shall give HSO a reasonable time to remedy any such breach or non-performance and fitness for (if necessary) to supply the Customer with a particular purposerepaired or corrected version of any relevant Products or Deliverables or re-perform any relevant Services. Company does not warrant If HSO fails to do this within a reasonable time then HSO may if it wishes elect, as applicable: (a) to take back any relevant Products or otherwise guarantee that: Deliverables (iand any related User Manuals) reported errors and to refund to the Customer all of charges which the Customer has paid to HSO under the Statement of Work in relation to those Products or Deliverables; and/or (b) to refund to the Customer all charges which the Customer has paid to HSO under the Statement of Work in relation to any relevant Services. and where HSO so elects, this will be corrected the Customer's exclusive remedy in relation to such breach or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber non- performance and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company HSO will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) have any other similar hazardous environmentliability in relation to the same.

Warranties. Customer warrants to BMC that: (a) Company warrants that Cloud Service each Customer Application will perform substantially materially in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and User Guide; (b) issuesCustomer owns all right, problems title, and interest in and to Customer Data, including but not limited to any Customer Data uploaded or defects arising from entered into Customer Applications or Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. Applications; (c) Company makes only Customer has the limited warranties expressly stated in this Agreement, necessary rights to use and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) access any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber Customer Applications and Third Party Content, will be secure Applications deployed in a production or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. non-production environment of the Platform Services; (d) CompanyCustomer has all rights in the Customer Data and Customer Applications necessary to grant the rights contemplated by this Agreement; (e) none of the Customer Data or Customer Applications or Users’ use of Customer Data or Customer Applications will violate the Agreement and the User Guide; (f) Customer’s Cloud Services have not been tested security and functional tests of Customer Applications was conducted in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services a commercially reasonable manner and the results of such usesaid tests provided to BMC for review are correct and valid; Company and (g) none of the Third Party Applications or Users’ use of Third Party Applications will not be liable for violate the results obtained through Subscriber’s use Agreement or the User Guide. ATTACHMENT B CONSULTING SERVICES ATTACHMENT Except as otherwise provided herein, the terms of the Cloud Services Master Agreement (the “Base Agreement”) are incorporated into this Consulting Services attachment (the “Attachment”). Together, this Attachment and the Base Agreement (as incorporated into this Attachment) are referred to as the “Agreement” for purposes of Customer’s purchase of Consulting Services, only if Consulting Services are set forth on an Order referencing the Base Agreement. For purposes of this Agreement, the term “Subscription Services” as defined in the Base Agreement shall be extended to include Consulting Services. CompanyIn the event of a conflict between the Base Agreement and the terms of this Attachment, the terms of this Attachment will control for Customer’s Cloud purchase of Consulting Services are only. The parties agree that the following Sections of the Base Agreement do not specifically designed or intended for use in apply to the Consulting Services provided under this Attachment: Section 3.2 (iSupport), Section 4 (Fees and Payment), Section 6 (Limited Warranty) storage of sensitive, personal information, and Section 9 (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentInfringement Claims).

Warranties. (a) Company 8.1 Supplier shall ensure that; 8.1.1 any Products and/or Services shall be free from defects in materials and workmanship; and 8.1.2 any deliverables shall comply with all statutory requirements and regulations, 8.1.3 any Services will be performed by appropriately qualified and trained personnel and with the necessary skill and diligence; and 8.1.4 neither the sale nor supply of any Product or Service, nor its proper use by SIML/ the Affiliate for an intended purpose, will breach any property rights in or about that such Product or Service, including but not limited to intellectual property rights, of any other person. 8.2 All warranties, conditions and other terms implied by statute or common law will apply to any deliverables. 8.3 It is the Supplier’s responsibility to ensure that the product supplied is suitable for the environment and application for which it is intended. 8.4 Should the Supplier fail to comply with any obligation under the PO or breach any of the above warranties, SIML shall be entitled, to reject such Product and/ or Services and the Supplier shall not be entitled to receive payment for such Product and/ or Service. In the event that the Purchase has already been paid, then SIML/ the Affiliate may demand the repayment of any sum already paid for them. 8.5 The Supplier is referred to the following documents that can be viewed on Sun International's public internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇:- 8.5.1 The Sun International Corporate Compliance Policy; 8.5.2 The Code of Ethics for the Sun International Group; and 8.5.3 The Corporate Gifts and Entertainment Policy for the Sun International Group. 8.6 The Supplier confirms that it has read and that it understands the above mentioned policies and that it fully subscribes to the principles of ethical business conduct as are expressly or implicitly dealt with in the said policies. 8.7 The Supplier warrants that Cloud Service will perform substantially all information provided by it in accordance with the features relation to its company documentation, and functions described empowerment credentials are true and correct. The Supplier further warrants that it has not partaken in the applicable Documentationany action, or conducted itself in any manner, which is an attempt to circumvent any legislation. To this end, the extent permitted by lawSupplier warrants that it understands the intent and purpose of the Broad Based Black Economic Empowerment Act, Subscriber’s exclusive remedy and Company’s entire liability for a breach Act No. 46 of this warranty in Section 6.2(a)2013, at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all no action and/ or conduct has been carried out to circumvent the legislation. The Supplier shall provide to SIML and/ or the Affiliate with such Professional Services documentation as it may request in order to satisfy itself that this clause has been met. 8.8 A breach of any of the above warranties shall constitute a material breach and SIML and/ or the Affiliate shall be performed in a professional entitled to terminate this agreement and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Servicesseek such damages as it deems fit. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company warrants that Cloud Service will perform substantially in accordance with Trilogic Investments Limited and Other Guarantors hereby make the features following representations, statements and functions described in warranties to the applicable Documentation. Purchaser: 8.1 To the extent permitted knowledge and belief of and after all reasonable consultations by lawTrilogic Investments Limited and/or Other Guarantors, Subscriber’s exclusive remedy and Company’s entire liability for a breach Trilogic Investments Limited and/or Other Guarantors has not become aware, or has received materials or have the brief that any matter relating to representation, statement or warranty made by Trilogic Investments Limited and/or Other Guarantors to Purchaser herein is untrue, incomplete or inaccurate. 8.2 Other than the written disclosure made to Purchaser by Trilogic Investments Limited and/or Other Guarantors prior to the date of this Agreement and accepted by Purchaser in written forms, with respect to the representations, statements and warranties (including but not limited to the warranties listed in Annex 3 hereto) made by Trilogic Investments Limited and/or Other Guarantors to Purchaser herein, such representations, statements and warranties are true and accurate from the date of this Agreement to the Closing Date. Trilogic Investments Limited and/or Other Guarantors hereby understand and confirm that Purchaser enters into this Agreement in reliance upon such representations, statements and warranties, and Purchaser may regard them as the terms and conditions of this Agreement. The same applies before or on the Closing. 8.3 The representations, statements and warranties listed in each paragraph in Annex 3 hereto shall be deemed as separate and independent, and reference to any paragraph of this Agreement or any annex shall not be restricted, unless it is otherwise expressly stipulated herein. Each warranty in Section 6.2(awill not affect any other warranty (unless it is otherwise expressly stipulated herein), at its option: (i) and the provision of any warranty will use commercially reasonable efforts to restore not limit the non-conforming Cloud Services so that they comply with this extent and application of any provision on the relevant warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach 8.4 On the date of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all the Group Companies do not directly or indirectly use any trademark, trade name, enterprise name, domain name or website address of any third party, affiliate, subsidiary or any other warrantiesentity, or apply for registration of any similar word or design. 8.5 Immediately before or after the Closing, Trilogic Investments Limited and/or Other Guarantors shall notify Purchaser of any circumstance they become aware of which violates such representation, warranty or undertaking or which has any material or substantial inconformity to such representation, warranty or undertaking. 8.6 Trilogic Investments Limited and/or Other Guarantors hereby agree that, after the completion of the due diligence investigation, Purchaser may make certain amendment to Annex 3 hereto according to the result of such due diligence investigation, including without limitationbut not limited to the addition of certain appropriate warranties and undertakings. 8.7 If it is found that any representation, the implied warranties of merchantability and fitness for a particular purpose. Company warranty or undertaking made by Trilogic Investments Limited and/or Other Guarantors is untrue, misleading or inaccurate, or has not been fully performed, or Purchaser becomes aware that any circumstance does not warrant conform to any representation, warranty or undertaking on or before the Closing Date, then Purchaser is not bound to complete the purchase of shares and may terminate this Agreement without any liability. The right granted to Purchaser in this Article 8.7 is additional, and will not affect any other right of Purchaser (including the right of claim and indemnification arising from breach or nonperformance of Trilogic Investments Limited and/or Other Guarantors), and Purchaser’s failure in exercise of such right will not constitute a waiver. 8.8 Unless it is otherwise guarantee that: (i) reported errors stipulated herein or Trilogic Investments Limited and/or Other Guarantors have made a written disclosure to Purchaser and such written disclosure has been accepted by Purchaser in written forms, Trilogic Investments Limited and/or Other Guarantors hereby undertake that they will be corrected indemnify Purchaser against and hold Purchaser harmless from all losses and liabilities arising from violation of any representation, warranty and undertaking hereunder by Seller and/or Other Guarantors, including but not limited to depreciation of assets, any amount payable by Purchaser or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerantthe Group Companies, or free any costs and expenses incurred from such violation; provided, however, such indemnity will not affect any right or remedy of harmful componentsPurchaser arising from violation of such representation, warranty and undertaking, and the said rights and remedies are reserved by Purchaser. Upon the demand of Purchaser, Trilogic Investments Limited and/or Other Guarantors shall fully indemnify Purchaser against and hold Purchaser harmless from all liabilities, damages, costs, claims, depreciation of net assets, additional liabilities and all reasonable expenses resulting from the circumstance mentioned above. 8.9 Unless it is otherwise specifically stipulated herein, all representations, statements and warranties made by Trilogic Investments Limited and/or Other Guarantors to Purchaser shall still be effective after the Closing. The rights and remedies of Purchaser with respect to violation of any relevant representation, statement and warranty by Trilogic Investments Limited and/or Other Guarantors shall not be affected by the Closing, cancellation of the transaction hereunder by Purchaser, Purchaser’s failure or delay to exercise any right or remedy, or (iii) any Contentother event or circumstance of whatever nature, including Subscriber and Third Party Content, unless Purchaser gives a waiver in written forms. Purchaser’s individual exercise or partial exercise of any right will be secure not preclude its further exercise of such right or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteeother right. (d) Company’s Cloud Services have not been tested in all situations under which they 8.10 Purchaser may be used. Subscriber is solely responsible for determining take any action with respect to violation of or noncompliance with any representation, statement or warranty by Trilogic Investments Limited and/or Other Guarantors before, on or after the appropriate uses for the Cloud Services Closing Date, and the results Closing shall not constitute Purchaser’s waiver of such use; Company will any right at any aspect. 8.11 8.11.1 Upon demand of Purchaser, Trilogic Investments Limited and Other Guarantors shall procure Shi Haiyan to perform the obligations regarding 12% Equity of Guangzhou Yingzheng under Article 3.1.14 to the satisfaction of Purchaser. 8.11.2 Upon demand of Purchaser, Trilogic Investments Limited and Other Guarantors shall procure Shi Haiyan to promptly execute the documents listed in Article 3.1.15 and transfer all rights and obligations under the relevant Package Agreements to ▇▇▇▇ ▇▇▇▇▇▇▇▇, in the substance and form to the satisfaction of Purchaser. 8.11.3 Upon demand of Purchaser, Trilogic Investments Limited and Other Guarantors shall procure Shi Haiyan to execute a Non-competition Commitment in the substance and form to the satisfaction of Purchaser, and procure Shi Haiyan not be liable for to operate any business competing with the results obtained through Subscriber’s use of business operated by the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentGroup Companies.

Warranties. (a) Company warrants that Cloud Service will perform substantially in accordance with Each of the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company parties represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform all such Professional Services shall be performed in a professional of its respective obligations, that it is under no legal impediment which would prevent its entering into and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in performing fully its obligations under this Agreement, that it is financially capable of performing such obligations and disclaims all that no consent of any other warranties, including without limitation, person or entity is required to be obtained by such party to grant the implied warranties licenses granted by it under this Agreement. DOLE represents and warrants to the DAL Parties as of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee the date of this Agreement that: (i) reported errors will be corrected or support requests will be resolved the DAL Parties are entitled to meet Subscribers’ needs, use the trademarks licensed to them hereunder as expressly permitted in this Agreement; (ii) the DAL Parties’ exercise of their respective license rights under this Agreement, as permitted and contemplated by, and in accordance with the provisions of, this Agreement, shall not infringe in any Order material respect any third party intellectual property or Third Party Content will be uninterruptedother proprietary rights, error free, fail-safe, fault-tolerant, or free of harmful components, or except as disclosed in Exhibit J; (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operationsDOLE has taken, or caused to be taken, and shall continue to take or cause to be taken (subject to Section 2.8), all steps reasonably required to maintain the registrations of any trademarks licensed to the DAL Parties hereunder; (iv) Exhibit K lists all license agreements under which DOLE has granted a license to use any of the Assigned Trademarks or Overlapping Trademarks and that are material to either the Asia Fresh Business or the Worldwide Packaged Food Business individually, or to the Business as a whole (it being acknowledged that non-material agreements entered into by DOLE in the ordinary course of business with producers, packers, suppliers, manufacturers, distributors, customers, advertisers, brokers, business partners and other similar hazardous environmentthird parties allowing such parties to use the Assigned Trademarks or Overlapping Trademarks in connection with the production, manufacture, distribution, sale, advertising and/or promotion of products of DOLE or any of its subsidiaries, are not listed in Exhibit K); and (v) excepting the licenses granted under the license agreements listed in Exhibit K, neither the rights of any third party licensees referred to in Recital F(8) above, nor any Third Party Rights, will, individually or in the aggregate, have a material adverse effect on Asia Fresh, Packaged Foods, or the Business as a whole. For the avoidance of doubt, a showing of any negligence or intent on the part of DOLE shall not be required in order to establish an inaccuracy or breach of any of ▇▇▇▇’▇ representations and warranties under this Section 9.3. Furthermore, a DAL Party’s awareness or possible awareness, or ITOCHU’s awareness or possible awareness, of any inaccuracy or breach of any of ▇▇▇▇’▇ representations and warranties hereunder shall not have any effect on the force and effect of such representations and warranties, of ▇▇▇▇’▇ related indemnification obligations or of a DAL Party’s or ITOCHU’s remedies relating thereto.

Warranties. (a) Company 8.1 PNZ warrants that Cloud Service will perform substantially the Permaconn System and Permaconn Unit supplied are free of defects in materials and workmanship for a period of 24 months from the Commencement Date. PNZ shall be relieved of all obligations in terms of this clause 8.1, if: 8.1.1 repairs or modifications to the Permaconn System and Permaconn Unit have been made by persons other than PNZ, unless such repairs or modifications are made with the prior written consent of PNZ; 8.1.2 the Permaconn System or Permaconn Unit has not been operated or maintained in accordance with PNZ’s instruction, or under normal use; or the Permaconn System or Permaconn Unit were not properly installed. 8.1.3 incorrect adjustments by the Customer or others have been made to 8.1.4 consumable items of all kinds have failed (where consumable items are items with a finite life such as batteries, communication chips); 8.1.5 defects in the Permaconn System or Permaconn Unit have been caused by or contributed to by work carried out by any telecommunications agency or other party; or 8.1.6 the Customer is not in compliance with its obligations under this agreement. 8.2 Except as expressly provided in this agreement and except for any Non-Excludable Condition, PNZ makes no warranty or representation, either express or implied, with respect to the Permaconn System and Permaconn Unit or any other goods or services it supplies under this agreement, Where legislation implies into this agreement a Non Excludable Condition, PNZ’s liability for breach of such Non Excludable Condition is limited in accordance with the features and functions described in provisions of clause 8.3. 8.3 Neither party shall be liable to the applicable Documentation. To other for loss of profit, income or saving or for any indirect, consequential or special damages regardless of whether the extent permitted by lawliability is based on a claim for negligence, Subscriber’s exclusive remedy and Company’s entire liability for a indemnity, breach of contract, tort, misrepresentation or any other basis. In no event shall PNZ’s liability under this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts agreement or any transaction contemplated by this agreement exceed the total amount paid to restore PNZ by the non-conforming Cloud Services so that they comply with Customer under this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate agreement during the Order for the non-conforming Offering and refund any prepaid fees paid for such Offeringprevious six months. The warranty excludes: (a) no charge Offerings Customer hereby irrevocably and unconditionally releases PNZ from all obligations, liability, claims or Previews, and (b) issues, problems demands in excess of the limitation. Nothing in this clause 8.3 is intended to limit or defects exclude liability under or arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreementany Non-Excludable Condition. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. Each Collaboration Supplier warrant and represent that: it has full capacity and authority and all necessary consents (aincluding but not limited to, where its procedures so require, the consent of its parent company) Company warrants to enter into and to perform this Agreement and that Cloud Service will perform substantially this Agreement is executed by a duly authorised representative of the Collaboration Supplier; and its obligations hereunder shall be performed by appropriately experienced, qualified and trained personnel with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of this Clause 7) in accordance with the features and functions described in the applicable Documentationits own established internal procedures. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties Except as expressly stated in this Agreement, all warranties and disclaims all other warrantiesconditions, whether express or implied by statute, common law or otherwise (including without limitationbut not limited to fitness for purpose) are hereby excluded to the extent permitted by law. LIMITATION OF LIABILITY None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services ▇▇▇ ▇▇▇▇. Nothing in this Agreement shall exclude or limit the liability of any party in respect of fraud or fraudulent misrepresentation. Subject always to Clauses 8.1 and 8.2, the implied warranties liability of merchantability and fitness the Customer to any Collaboration Suppliers for a particular purpose. Company does not warrant all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise guarantee thatunder this Agreement (excluding Clause 6.4, which shall be subject to the limitations of liability set out in the relevant Contract) shall be limited to [ (£ ,000)]. Subject always to Clauses 8.1 and 8.2, the liability of each Collaboration Supplier for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise under this Agreement shall be limited to [Customer to specify]. Subject always to Clauses 8.1, 8.2 and 8.6 and except in respect of liability under Clause 6 (excluding Clause 6.4, which shall be subject to the limitations of liability set out in the [relevant contract] [Call-Off Agreement]), in no event shall any party be liable to any other for: indirect loss or damage; special loss or damage; consequential loss or damage; loss of profits (i) reported errors will whether direct or indirect); loss of turnover (whether direct or indirect); loss of business opportunities (whether direct or indirect); and/or damage to goodwill (whether direct or indirect). Subject always to Clauses 8.1 and 8.2, the provisions of Clause 8.5 shall not be corrected taken as limiting the right of the Customer to amongst other things, recover as a direct loss any: additional operational and/or administrative costs and expenses arising from a Collaboration Supplier’s Default; and/or wasted expenditure or support requests will charges rendered unnecessary and/or incurred by the Customer arising from a Collaboration Supplier's Default. DISPUTE RESOLUTION PROCEDURE All disputes between any of the parties arising out of or relating to this Agreement shall be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. If the dispute cannot be resolved by the parties' representatives nominated under Clause 9.1 within a maximum of five (5) Working Days (or such other time as otherwise agreed in writing by the parties) after it has been referred to them under Clause 9.1, then except where a party seeks urgent injunctive relief, the parties shall refer it to mediation pursuant to the procedure set out in Clause 9.3 unless the Customer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. The procedure for mediation and consequential provisions relating to mediation are as follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to the parties that he is unable or unwilling to act, apply to the Chairman of the Law Society to appoint a Mediator; the parties shall within ten (10) Working Days of the appointment of the Mediator meet Subscribers’ needswith him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings; if the parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the parties once it is signed by their duly authorised representatives; failing agreement, any of the parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties; and if the parties fail to reach agreement in the structured negotiations within twenty (ii20) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerantWorking Days of the Mediator being appointed, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they such longer period as may be usedagreed by the parties, then any dispute or difference between them may be referred to the courts. Subscriber is solely responsible for determining The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the appropriate uses for the Cloud Services and the results resolution of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmenta dispute.

Warranties. 16.1 The NFSP makes the representations and warranties in clauses 16. 1.1 to 16.1.13 (ainclusive) Company warrants that Cloud Service will perform substantially in accordance with on the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach date of this warranty in Section 6.2(a)Agreement: 16.1.1 that it is a recognised legal entity and that it has the power to own its assets and carry on its business as it is being conducted; 16.1.2 that the execution, at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering delivery and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the obligations in this Agreement do not and will not contravene or conflict with the NFSP’s constitutional documents, any other agreement or any law or regulation; 16.1.3 that it has taken all necessary action and obtained all required authorisations to enable it to execute, deliver and perform its obligations under this Agreement; 16.1.4 that all information provided to POL (in written or electronic format) in connection with this Agreement is, to the best of the NFSP’s knowledge and belief at the time of such provision, complete, true and accurate in all material respects; 16.1.5 that no Event of Clawback or potential Event of Clawback has occurred, is continuing or will occur when an Annual Grant Payment or Individual Grant is paid; 16.1.6 that it has all necessary resources and expertise to deliver each Approved Project (assuming due receipt of the Individual Grant); 16.1.7 that it has not committed, nor shall it commit, any offence under the Bribery Act; 16.1.8 that it shall at all times comply with all relevant legislation and all applicable Professional Services.codes of practice and other similar codes or recommendations, and shall notify POL promptly of any significant departure from such legislation, codes or recommendations; (c) Company makes only 16.1.9 that it shall comply with the limited warranties expressly stated requirements of the Health and Safety at Work etc. Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to the NFSP's Personnel and other persons working on an Approved Project; 16.1.10 that it has and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction; 16.1.11 that it is not subject to any contractual or other restriction imposed by its own or any other organisation's rules or regulations or otherwise which may prevent or materially impede it from meeting its obligations in connection with the Annual Grant Payment and/or an Individual Grant; 16.1.12 that it is not aware of anything in its own affairs, which it has not disclosed to POL, which might reasonably have influenced the decision of POL to make the Annual Grant Payment and/or an Individual Grant on the terms contained in this Agreement, and disclaims all other warranties, including without limitation, ; and 16.1.13 that since the implied warranties date of merchantability and fitness for a particular purpose. Company does not warrant its last accounts there has been no material change in its financial position or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteeprospects. (d) Company’s Cloud Services have not been tested 16.2 The NFSP repeats the representations and warranties in all situations under which they may be used. Subscriber is solely responsible for determining this clause 16 on: 16.2.1 the appropriate uses for the Cloud Services and the results date of such usesubmission of each drawdown request; 16.2.2 each Payment Date; 16.2.3 each Project Proposal Submission Date; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentand 16.2.4 each Award Date.

Warranties. Each Party (aa “Relevant Party”) Company represents, warrants that Cloud Service will and covenants to each other Party that: the Relevant Party is duly incorporated, validly existing and in good standing order under the law of its jurisdiction of incorporation; the Relevant Party has the full power and authority to enter into and perform substantially its obligations under this Agreement; this Agreement constitutes binding obligations on the Relevant Party in accordance with the features and functions described in the applicable Documentation. To the extent permitted by its terms, subject to any principles of equity or insolvency law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties ; other than as expressly stated in this Agreement, the Relevant Party has obtained all applicable corporate approvals, licenses, waivers or exemptions as required under its constitutional documents, applicable law, and disclaims as required by any Government Authority to empower it to enter into and perform its obligations under this Agreement. Warranties given by the Customer it has title to or a valid and ongoing lease for the Premises; it has the full right, power and authority to grant the license to the Solar Service Company and its employees, agents and Subcontractors pursuant to Clause 20 and grant of such license is not inconsistent with and will not result in a breach or default under any agreement by which the Customer is bound or that affects the Premises; if the Customer does not own the Premises, it has obtained all other warrantiesrequired consents from the owner of the Premises to have the Solar PV System installed on the Site and to grant the license to the Solar Service Company and its employees, agents and Subcontractors pursuant to Clause 20 and enter into and perform its obligations under this Agreement; it will not violate any provision of Laws, order, judgment, or violate any provision in any formation documents of Customer, the violation of which could have a material adverse effect on the ability of Customer to perform its obligations under this Agreement; it shall ensure to maintain its valid title to or rights as lessee of the Premises, as the case may be, throughout the Term, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved by paying any relevant fees to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any ContentGovernmental Authorities and/or fees, including Subscriber and Third Party Contentrental, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining to the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use owner of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitivePremises, personal informationas applicable, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentas and when due.

Warranties. (a) Company 11.1 Lonza warrants that Cloud Service will perform substantially in accordance with that: 11.1.1 the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner and in accordance with generally accepted industry standardsall Applicable Laws; 11.1.2 Lonza will not knowingly include in the Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party; 11.1.3 except with respect to any development services and Non-Clinical Batches (including the Technical Batches), the manufacture of Product shall be performed in accordance with cGMP and will meet the Specifications at the date of delivery; 11.1.4 the manufacture of the Non-Clinical Batches (including the Technical Batches) shall be performed as required in the Project Plan; 11.1.5 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility; 11.1.6 It has the necessary corporate authorizations to enter into and perform this Agreement; 11.1.7 Lonza has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. For any breach 335a (a) or (b) (the “Act”). In the event that during the term of this warranty Agreement, Lonza (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible under the Act; Lonza agrees to promptly notify Customer. Lonza also agrees that in Section 6.2(b)the event that it becomes debarred, Subscribersuspended, excluded, sanctioned, or otherwise declared ineligible under the Act, it shall promptly cease all activities relating to this Agreement; 11.1.8 subject to payment of undisputed invoices, title to all Product and all New Customer Intellectual Property provided to Customer under this Agreement shall pass free and clear of any security interest, lien or other encumbrance in favour of Lonza; and 11.2 Customer warrants that: 11.2.1 as of the date of this Agreement to the best of the Customer’s exclusive remedy knowledge and Company’s entire liability shall be belief, the re-Customer has all the rights necessary to permit Lonza to perform the Services without infringing the Intellectual Property rights of any Third Party and the performance of the applicable Professional Services.Services shall not infringe any Third Party Intellectual Property rights; (c) Company makes only 11.2.2 Customer will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party that Customer Information and/or Customer Intellectual Property or that the limited warranties expressly stated in use by Lonza thereof for the provision of the Services infringes any Intellectual Property or other rights of any Third Party; and 11.2.3 Customer has the necessary corporate authorizations to enter into this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 11.1 Supplier warrants to Client that: (a) Company warrants that Cloud Service It has full right and power to enter into and perform this Agreement without the consent of any third party, and its performance under this Agreement will not conflict with any other obligation Supplier may have to any other party; (b) it shall perform substantially the Services with reasonable care and shall in accordance with Good Industry Practice; (c) it shall ensure that the features Services (including all Deliverables) and functions described Supplier’s performance of its obligations under this Agreement are in compliance at all times with all Applicable Laws; (d) it shall use all reasonable endeavours in accordance with Good Industry Practice to ensure that the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy Services and Company’s entire liability for a breach all Deliverables shall be free of this warranty in Section 6.2(a), at its optionany: (i) viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code; (ii) software disabling devices, time-out devices, counter devices and devices intended to collect data regarding usage of the software without the knowledge of Client and (iii) Open Source Software (except as expressly authorized by Client in writing in accordance with Clause 10 (Third Party Materials and Pre-Existing Intellectual Property)); (e) each Deliverable is and will use commercially reasonable efforts to restore be an original work of Supplier, except for any Third Party Materials and Pre-Existing Intellectual Property incorporated therein. Neither the non-conforming Cloud Services so that they comply with this warranty, nor Deliverables will (i) infringe the Intellectual Property Rights of any third party or incorporate any third party’s confidential information or (ii) be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (f) it has and will have all necessary rights to grant the licenses and make the assignments set forth in this Agreement (including having all necessary assignment agreements or other proprietary rights agreements in place with employees and subcontractors); and (g) Client’s (and its licensees’) exercise of all rights assigned and granted under this Agreement will not require any third party consents or clearances or any payment of fees, residuals or other amounts of any kind to any third party. 11.2 Supplier shall, without charge, correct any Defect in any Deliverable reported by Client within thirty (30) days of receipt of written notice from Client, or if Supplier is unable to make the Deliverable operate as warranted within such restoration would not be commercially reasonable30-day period, Company then Client may immediately terminate the Order for the non-conforming Offering applicable SOW, and Supplier shall refund any prepaid to Client all fees paid for such Offering. The warranty excludes: the corresponding Services within ten (a10) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use days of Cloud Service not in accordance with this Agreementtermination. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b)11.3 EXCEPT FOR SUPPLIER’S WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional ServicesEACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 10.1 We warrant that during an applicable Subscription Term: (a) Company warrants that Cloud Service the Services will substantially perform substantially as specified in the Documentation when used in accordance with the features terms of this Agreement; (b) We will not materially reduce the overall level of beneficial service provided to you under the Service Level Agreement; (c) the Services have been properly tested for Malware and, to the best of Our knowledge (including without limitation scanning with current versions of industry-standard antivirus software) the Services, as delivered by Us, do not contain Malware; and functions described (d) Professional Services will be performed in a professional, ▇▇▇▇▇▇▇- like manner with reasonable skill and care in accordance with industry standards. 10.2 Our sole liability (and Your exclusive remedy) for any breach of the foregoing warranty shall be to correct the nonconformity, provide You with a functionally equivalent replacement or, in the applicable Documentationcase of Professional Services, reperform the nonconforming services, provided you have notified us of such nonconformity within thirty (30) days of the performance thereof. To If We cannot reasonably make such correction, substitution or reperformance, as determined in Our sole discretion acting in good faith, We will refund You (or, in the extent permitted by lawcase Your Subscription is purchased through an Authorized Reseller, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a)arrange through such Authorized Reseller, at its option: (ithe refund of) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees covering the remainder of the Subscription Term for the nonconforming Service (or any Fees paid for such Offering. The warranty excludesthe nonconforming Professional Services) and terminate Your access to and use of the affected Service for which You have received the refund. 10.3 Each party hereby warrants to the other that: (a) no charge Offerings or Previewsit has the authority to enter into the Agreement, to grant the rights granted by it under the Agreement, and to perform its obligations under the Agreement; and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use it will comply with all applicable laws and regulations in effect during the term of Cloud Service not in accordance with this the Agreement as they apply to such party’s rights obligations under the Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b)10.4 EXCEPT AS EXPRESSLY PROVIDED HEREIN, Subscriber’s exclusive remedy and Company’s entire liability shall be the reNEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-performance of the applicable Professional ServicesINFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. Seller represents and warrants that (a) Company the Deliverables will (i) conform with the specifications, drawings, descriptions and/or samples furnished or specified by Buyer, (ii) be free from defects in material, workmanship and design, (iii) be of good merchantable quality and fit and sufficient for the purposes intended, (iv) be free and clear of all liens, Claims (as defined below), security interests or other encumbrances, (v) be free of alleged or actual infringement or misappropriation of any third party's intellectual property and proprietary rights; and (vi) produced or provided in compliance with, and meet all requirements and standards of, all applicable foreign, federal, state, and local laws and regulations. As to Services, Seller warrants that Cloud Service (b) it possesses the requisite expertise, facilities and equipment necessary and appropriate to perform the Services, (c) the Services will perform substantially be performed in a safe and workmanlike manner, and (d) the Services will be performed in accordance with the features and functions described highest standards in the industry. All warranties shall survive termination of these Terms as well as any inspection, testing, delivery, acceptance and payment, or failure to inspect, test or discover any defect or other nonconformance. Any applicable Documentationstatute of limitations runs from the date of Buyer's discovery of the noncompliance of the Deliverables with the foregoing warranties. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire In addition to Buyer's entitlements from this warranty or statutory liability for defects, and other remedies available to Buyer in law or equity, Seller undertakes to pay to Buyer for each day of default a breach contractual penalty of this warranty 0.1 % of the purchase price of the defective Deliverables in Section 6.2(a), at its option: (i) will use commercially reasonable efforts the event of default to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a its obligations under warranty or guaranteestatutory liability for defects (in addition to any possible discounts in the purchase price). NO ATTEMPT BY SELLER TO DISCLAIM, EXCLUDE, LIMIT, OR MODIFY ANY EXPRESS OR IMPLIED WARRANTIES OR SELLER'S LIABILITY FOR DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES SHALL BE OF ANY FORCE OR EFFECT. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 11.1 The persons signing this Agreement on behalf of a Party expressly warrant their authority to do so. 11.2 The Service Provider warrants and represents that: 11.2.1 it holds absolute legal and beneficial title in and to the Deliverables and has the unfettered right to provide them and to pass unencumbered right and/or title to University; 11.2.2 it has the necessary skills, qualifications expertise, finance, Personnel, capacity, knowledge, experience, resources, equipment and infrastructure to provide the Deliverables as required by the Agreement; 11.2.3 it is a member of all professional and other bodies as may be required by applicable legislation and/or relevant industry regulations pertaining to its business and that such membership is current and valid and will be maintained for the duration of the Agreement; 11.2.4 it holds, and will hold throughout this Agreement, all licences, certificates, permits, consents, approvals and authorities required to perform its obligations pursuant to this Agreement; 11.2.5 in fulfilling its obligations under this Agreement, it will not infringe the intellectual property rights of any third party; 11.2.6 ensure that the University has the full benefit of any OCM/OEM warranties that may attach to the Deliverables (ai.e. the full flow through warranty including, but not limited to, any support and maintenance which may necessarily extend beyond the duration of this Agreement); it has the requisite authority to make such an undertaking and warranty on behalf of the OCM/OEM; and the Service Provider agrees to pursue any OCM/OEM warranties on the University’s behalf if the University so requests; 11.2.7 it will comply with all applicable legislation in performing its obligations pursuant to this Agreement, including but not limited to: 11.2.7.1 the Compensation for Occupational Injuries and Diseases Act 140 of 1993 (“COIDA”). The Service Provider will, upon request by the University, produce written proof of its registration and good standing with the Compensation Commissioner, as defined in the COIDA; 11.2.7.2 the Occupational Health and Safety Act 85 of 1993 (“OHSA”). The Service Provider will in terms of section 37(2) Company warrants of the OHSA, be deemed to be an employer in its own right with duties prescribed in the OHSA and undertakes to procure that Cloud Service all work will perform substantially be performed and all equipment will be used in accordance with the features provisions of the OHSA and functions described any Regulations issued in terms of the OHSA. It is recorded that the Service Provider’s Chief Executive Officer (or equivalent officer) accepts the duties and responsibilities set out in section 16 of the OHSA; 11.2.7.3 the Basic Conditions of Employment Act 75 of 1997 (“BCEA”); 11.2.7.4 the Labour Relations Act 66 of 1995 (“LRA”); 11.2.7.5 the Data Protection Legislation; and 11.2.7.6 all taxation legislation in respect of any taxes and levies which the government of the Republic of South Africa or any other authority may from time to time impose or increase. Where applicable, unless the Service Provider can provide the University, on reasonable request by the University, with satisfactory proof that it is not an employee or personal service provider, as defined in the applicable Documentation. To Fourth Schedule to the extent permitted Income Tax Act 58 of 1962, the University may withhold employee’s tax from the remuneration payable by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach the University to the Service Provider in terms of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not Agreement in accordance with the rates prescribed by the Income Tax Act at the entire risk and cost of the Service Provider. The Service Provider must immediately, and in any event, before accepting any payments from the University, notify the University of any change of fact or circumstance that affects or may affect the University’ liability to deduct employee’s tax from payments made in terms of the Income Tax Act. For these purposes “taxation” includes SITE and PAYE, VAT, all other forms of duties or taxation, taxation in respect of any assessment of taxation and any penalties or interest; 11.2.8 it has not committed an act of insolvency as contemplated in section 8 of the Insolvency Act 24 of 1936; 11.2.9 it has full power and authority to accept its appointment as set out in clause 1 and perform its obligations pursuant to this Agreement.; (b) Company represents 11.2.10 it is, and warrants that shall remain throughout the duration of the Agreement, the employer of all such Professional Services individuals who may work for the Service Provider in providing the Services, and the Service Provider shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services remuneration, insurance and the results other obligations in respect of such use; Company will not be liable for the results obtained through Subscriber’s use its Personnel. Witness: Witness: 11.3 A breach of any of the Cloud Servicesundertakings and/or warranties as set out in this Agreement will be deemed to be a material breach of the Agreement entitling the University to terminate the Agreement, subject to the provisions of clause 23. CompanyA termination under this clause 11 will be without prejudice to any of the University’s Cloud Services rights. 11.4 The warranties contained in this Agreement are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) addition to any other similar hazardous environment.express, implied and/or statutory warranties applicable to the Deliverables,

Warranties. 8.1 Each Seller severally warrants to the Buyer, in respect of itself only, that: 8.1.1 it/he is the sole legal and beneficial owner of the Shares specified next to his name in column 3 of the table set out in Part 1 of Schedule 1 (aor is otherwise able to procure the transfer of the entire legal and beneficial interest in such Shares) free from all Encumbrances; 8.1.2 it/he has the necessary power and authority and has taken all necessary action to enter into and perform this Agreement; 8.1.3 if it is a Company warrants Seller, that Cloud Service it is validly incorporated, in existence and duly registered under the laws of its country of incorporation; 8.1.4 this Agreement and the other Transaction Documents constitute (or shall constitute when executed) valid, legal and binding obligations on it/him in the terms of the Agreement and such other Transaction Documents; 8.1.5 no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any authority is required to be obtained, or made, by it/him to authorise the execution or performance of this Agreement by such persons; 8.1.6 the Consideration Shares to be issued to that Seller will perform substantially be acquired for investment for his/its own account, not (save as disclosed in accordance relation to the Company Sellers) as nominee or agent, and not with a view to the resale or distribution thereof; 8.1.7 the Seller does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Consideration Shares issued to it/him; 8.1.8 the Seller understands that the acquisition of the Consideration Shares involves substantial risk; 8.1.9 the Seller can bear the economic risk of its/his investment and has such knowledge and experience in financial or business matters that it/he is capable of evaluating the merits and risks of the investment in the Consideration Shares; 8.1.10 the Seller has had an opportunity to discuss the Guarantor’s business, management and financial affairs with the features Guarantor and functions described believes it/he has received all the information it/he considers necessary or appropriate for deciding whether to acquire the Consideration Shares; 8.1.11 the Seller understands that the Consideration Shares are characterized as “restricted securities” under the Securities Act, in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances; and 8.1.12 the Seller is familiar with Rule 144 of the Securities and Exchange Commission and understands the resale limitations imposed thereby and by the Securities Act. 8.2 The Warrantors jointly and severally warrant to the Buyer (subject to Clause 8.3) in the applicable Documentation. To terms set out in Schedule 4. 8.3 The Warranties are subject to the provisions of Clause 9. 8.4 Each of the Warranties shall be interpreted as separate and independent so that the Buyer shall have a separate claim and right of action in respect of every breach of each Warranty. 8.5 Any payment made by the Sellers to the Buyer pursuant to a claim under this Agreement (by set off against the Escrow Amount or amounts payable on the redemption or repayment of the Milestone Loan Stock) shall be treated as a reduction of the Consideration. 8.6 The Sellers make no representation and give no warranty or undertaking to the Buyer save only as and to the extent permitted expressly set out in this Agreement or other Transaction Document. The Buyer shall not have any remedy in respect of any misrepresentation or untrue statement made by law, Subscriber’s exclusive remedy the Sellers unless and Company’s entire liability to the extent that a claim lies for a breach of this warranty the warranties set out in Section 6.2(a)Clause 8.1 or the Warranties. In particular, at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this Sellers disclaim all liability and responsibility for any representation, warranty, or (ii) if such restoration would not be commercially reasonablestatement, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Contentopinion, or use of Cloud Service not information made or communicated (orally or in accordance with this Agreement. writing) to the Buyer (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b)including, Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, any representation, warranty, statement, opinion, information or advice made or communicated to the implied warranties Buyer by any officer, director, employee, agent, consultant or representative of merchantability and fitness for a particular purpose. the Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected made available by or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free on behalf of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteethe Sellers). (d) Company’s Cloud Services have 8.7 Clause 8.6 shall not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use exclude any liability of the Cloud ServicesSellers for fraudulent misrepresentation. 8.8 Save as a result of fraud or fraudulent misrepresentation by the Sellers, the Buyer’s only remedy for breach of the Warranties or the Principal Warranties shall be to claim for damages for breach of contract. Company’s Cloud Services are not specifically designed or intended Any claim for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentdamages pursuant to the Warranties shall be subject to Clause 9 and Clause 19.

Warranties. (a) Company 10.1 The Supplier hereby warrants that: 10.1.1 any Products manufactured pursuant to this Agreement shall comply with all provisions as to quality set out in clause 9 hereof; 10.1.2 it will not be negligent in the manufacture of the Products or in the supply of Services; 10.1.3 the Products manufactured pursuant to this Agreement will: 10.1.3.1 be free from all defects obvious on visual inspection of the Product, 10.1.3.2 be fit for their purpose and satisfactory quality, 10.1.3.3 comply with all applicable statutes and regulations relating to the Products, 10.1.3.4 conform in all respects with the Specifications and the Technical Manual; 10.1.4 any Services supplied by the Supplier or its subcontractors or agents will be supplied: 10.1.4.1 by appropriately qualified and trained personnel, and 10.1.4.2 with reasonable care and diligence; 10.1.5 so far as the Supplier is aware the manufacture of the Products and the supply of the Services will not infringe any third party rights. 10.2 The Supplier further warrants that: 10.2.1 it will meet all Orders from the Buyer for the Product, and 10.2.2 it will supply the Products in accordance with Clause 5. 10.3 The Buyer warrants that Cloud Service will perform substantially any supply of APls provided by the Buyer to the Supplier in accordance with the features terms of this Agreement shall comply with the API Specification. 10.4 Each of the Supplier and functions described the Buyer warrants that: 10.4.1 it is duly incorporated and organised and is validly existing under the laws of its jurisdiction of incorporation and has the corporate power and authority to own its assets and to conduct its businesses and to perform its obligations hereunder, 10.4.2 the execution and delivery of this Agreement by it and the completion by it of the obligations contemplated herein, do not and will not result in the applicable Documentation. To breach of, or violate any term or provision of, its articles or by-laws, 10.4.3 it is not subject to any outstanding injunction, judgement or order of any governmental authority which would prevent or materially delay the extent permitted transactions contemplated by this Agreement, there are no civil, criminal or administrative claims, actions, suits, demands, proceedings, hearings or investigations pending or, to the Supplier's knowledge, threatened at law, Subscriber’s exclusive remedy and Company’s entire liability for a breach in equity or otherwise, in, before, or by, any governmental authority which (if successful) would prevent or materially delay the Supplier's compliance with the provisions of this warranty in Section 6.2(a)Agreement, 10.4.4 no dissolution, at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warrantywinding up, bankruptcy, liquidation or similar proceeding has been commenced, or is pending or proposed, in respect of it, 10.4.5 the execution and delivery of this Agreement and the completion of the obligations contemplated herein have been duly approved by appropriate persons within its organisation and this Agreement constitutes legal, valid and binding obligations of the Supplier enforceable against it in accordance with its terms, and 10.4.6 it or its Affiliates has taken or will take all action as may be required or necessary to obtain and maintain, comply and keep current any governmental licences, permits, approvals and/or registrations that are necessary for the Supplier and/or its Affiliates to manufacture and/or supply the Products and Services and to carry out and perform its obligations under this Agreement. 10.5 Without prejudice to any other remedy (iiand the Buyer's rights generally under this Agreement) if such restoration would any Services are not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings supplied or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not performed in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services , then the Buyer at its sole option shall be performed entitled to require the Supplier at Supplier's cost within such reasonable time as is required by the Buyer in a professional and workmanlike manner in accordance writing to supply replacement Services conforming with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 19.1 Unifiber shall, at its own expense, obtain all permits and licenses, pay all fees, where required by any law or regulation applicable to the Access and the Services, Unifiber’s performance under this Agreement, or to Unifiber as an employer. Unifiber hereby certifies compliance with all such laws. Operator reserves the right to ask Unifiber to deliver a copy of such permits or licenses at any time. 19.2 Unifiber warrants that the Access will be granted and the Services will be performed: (a) Company warrants that Cloud Service will perform substantially in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement.Good Industry Practice; (b) Company represents in conformity with the terms and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach conditions of this warranty in Section 6.2(b), Subscriber’s exclusive remedy Agreement and Company’s entire liability shall be the re-performance of the applicable Professional Services.its Annexes; (c) Company makes only using appropriately qualified, experienced and competent personnel. 19.3 Each Party represents and warrants to the limited warranties expressly stated other Party that, on the Contract Date: (a) it is a corporation validly organised and existing and in good standing under the laws of Belgium; (b) it has full capacity and authority to enter into and to perform this Agreement, and disclaims all other warranties, including without limitation, the implied warranties ; (c) this Agreement is executed by a duly authorised representative of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee.that Party; (d) Companythe execution, delivery, and performance of this Agreement has been duly authorised by all necessary corporate action; (e) this Agreement has been duly executed, and constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms; (f) it has the right, power, and authority to perform its obligations under this Agreement; and (g) there are no actions, suits or proceedings or regulatory investigations pending, or to that Party’s Cloud Services have not been tested knowledge, threatened against that Party that might adversely affect the ability of the Party to meet and carry out its obligations under this Agreement and that are unknown to the other Party. 19.4 Each Party shall notify the other Party in all situations under which they may be used. Subscriber writing if it fail(s) or is solely responsible for determining anticipated to fail to meet the appropriate uses for the Cloud Services and the results warranties contained in this article 19as soon as reasonably practicable upon discovery of such use; Company will not be liable for failure. 19.5 Each Party shall through all its contacts with customers and third parties safeguard the results obtained through Subscriberother Party’s use brand name and any future brand name as well as its reputation its products or employees. Any action or activity in violation with this article 20.5 is considered an Event of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentDefault.

Warranties. Each Collaboration Supplier warrant and represent that: it has full capacity and authority and all necessary consents (aincluding but not limited to, where its procedures so require, the consent of its parent company) Company warrants to enter into and to perform this Agreement and that Cloud Service will perform substantially this Agreement is executed by a duly authorised representative of the Collaboration Supplier; and its obligations hereunder shall be performed by appropriately experienced, qualified and trained personnel with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of this Clause 7) in accordance with the features and functions described in the applicable Documentationits own established internal procedures. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties Except as expressly stated in this Agreement, all warranties and disclaims all other warrantiesconditions, whether express or implied by statute, common law or otherwise (including without limitationbut not limited to fitness for purpose) are hereby excluded to the extent permitted by law. LIMITATION OF LIABILITY None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services ▇▇▇ ▇▇▇▇. Nothing in this Agreement shall exclude or limit the liability of any party in respect of fraud or fraudulent misrepresentation. Subject always to Clauses 8.1 and 8.2, the implied warranties liability of merchantability and fitness the Customer to any Collaboration Suppliers for a particular purpose. Company does not warrant all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise guarantee thatunder this Agreement (excluding Clause 6.4, which shall be subject to the limitations of liability set out in the relevant Contract) shall be limited to [ (£ ,000)]. Subject always to Clauses 8.1 and 8.2, the liability of each Collaboration Supplier for all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise under this Agreement shall be limited to [Customer to specify]. Subject always to Clauses 8.1, 8.2 and 8.6 and except in respect of liability under Clause 6 (excluding Clause 6.4, which shall be subject to the limitations of liability set out in the [relevant contract] [Call Off Contract]), in no event shall any party be liable to any other for: indirect loss or damage; special loss or damage; consequential loss or damage; loss of profits (i) reported errors will whether direct or indirect); loss of turnover (whether direct or indirect); loss of business opportunities (whether direct or indirect); and/or damage to goodwill (whether direct or indirect). Subject always to Clauses 8.1 and 8.2, the provisions of Clause 8.5 shall not be corrected taken as limiting the right of the Customer to amongst other things, recover as a direct loss any: additional operational and/or administrative costs and expenses arising from a Collaboration Supplier’s Default; and/or wasted expenditure or support requests will charges rendered unnecessary and/or incurred by the Customer arising from a Collaboration Supplier's Default. DISPUTE RESOLUTION PROCEDURE All disputes between any of the parties arising out of or relating to this Agreement shall be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. If the dispute cannot be resolved by the parties' representatives nominated under Clause 9.1 within a maximum of five (5) Working Days (or such other time as otherwise agreed in writing by the parties) after it has been referred to them under Clause 9.1, then except where a party seeks urgent injunctive relief, the parties shall refer it to mediation pursuant to the procedure set out in Clause 9.3 unless the Customer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. The procedure for mediation and consequential provisions relating to mediation are as follows: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to the parties that he is unable or unwilling to act, apply to the Chairman of the Law Society to appoint a Mediator; the parties shall within ten (10) Working Days of the appointment of the Mediator meet Subscribers’ needswith him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings; if the parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the parties once it is signed by their duly authorised representatives; failing agreement, any of the parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties; and if the parties fail to reach agreement in the structured negotiations within twenty (ii20) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerantWorking Days of the Mediator being appointed, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they such longer period as may be usedagreed by the parties, then any dispute or difference between them may be referred to the courts. Subscriber is solely responsible for determining The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the appropriate uses for the Cloud Services and the results resolution of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmenta dispute.

Warranties. 15.1 The Provider warrants to the Customer that: (a) Company the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and (c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement. 15.2 The Provider warrants to the Customer that: (a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification; (b) the Hosted Services will be free from Hosted Services Defects; (c) the application of Updates and Upgrades to the Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services; (d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and (e) the Platform will incorporate security features reflecting the requirements of good industry practice. 15.3 The Provider warrants to the Customer that Cloud Service will perform substantially the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law. 15.4 The Provider warrants to the features Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and functions described under any applicable law. 15.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), Provider may at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering own cost and refund any prepaid fees paid for such Offering. The warranty excludes: expense: (a) modify the Hosted Services in such a way that they no charge Offerings or Previews, and longer infringe the relevant Intellectual Property Rights; or (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or procure for the Customer the right to use of Cloud Service not the Hosted Services in accordance with this Agreement. (b) Company represents 15.6 The Customer warrants to the Provider that it has the legal right and warrants that all such Professional Services shall be performed authority to enter into this Agreement and to perform its obligations under this Agreement. 15.7 All of the parties' warranties and representations in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach respect of the subject matter of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties Agreement are expressly stated set out in this Agreement. To the maximum extent permitted by applicable law, and disclaims all no other warranties, including without limitation, warranties or representations concerning the implied warranties subject matter of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors this Agreement will be corrected implied into this Agreement or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteerelated contract. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company warrants that Cloud Service will perform substantially in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering12.1. The warranty excludes: (a) no charge Offerings or PreviewsService Provider warrants and undertakes that at all times during the Term: 12.1.1. it has the authority to enter into this Agreement and to perform its obligations hereunder; 12.1.2. this Agreement does not and shall not conflict with any of the Service Provider’s obligations to any third party; 12.1.3. all information and details provided by the Service Provider to ▇▇▇▇▇, and (b) issues, problems or defects arising from Third Party including the Service Provider Content, Subscriber Data or Contentare and will remain true, or use of Cloud Service not accurate and up to date in accordance with this Agreement.all respects and at all times; (b) Company represents and warrants that all such Professional 12.1.4. the Services shall be performed provided in a professional and workmanlike manner courteous manner, in accordance with generally accepted good industry standardspractice and with reasonable care and skill; 12.1.5. For it shall comply with the Service Conditions; 12.1.6. it shall comply with all Applicable Laws when performing the Services and providing the Service Provider Content and Social Media Content; 12.1.7. it is entitled, under all Applicable Laws to offer the Services and provide the Service Provider Content and Social Media Content; 12.1.8. it has all necessary qualifications, licences, insurances and consents which are required under Applicable Laws in order to provide the Services, Service Provider Content and Social Media Content; 12.1.9. the Service Provider Content and Social Media Content does not, and will not, infringe the rights (including but not limited to the intellectual property rights) of any breach person and the inclusion of this warranty in Section 6.2(b)any Service Provider Content or Social Media Content on the App or Website will not expose ▇▇▇▇▇ to any liability; 12.1.10. no part of the Service Provider Content, Subscriber’s exclusive remedy Social Media Content, or of any communications between the Service Provider and Company’s entire liability any User, is or shall be defamatory, inaccurate, misleading, false, obscene, harassing, threatening, abusive, libellous or otherwise unlawful; 12.1.11. the re-performance of Service Provider shall not register or advertise (whether directly or indirectly) the applicable Professional Services.Services or services which are similar to the Services on any online service, website or app which offers the same or similar functionality as the App or Website; (c) Company makes only 12.1.12. the limited warranties expressly stated in this AgreementService Provider, and disclaims all other warrantiesnot ▇▇▇▇▇, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will shall be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses payment of any taxes (excluding only the VAT which is included in the ▇▇▇▇▇ Fee) arising in connection with the supply of Services pursuant to this Agreement; and 12.1.13. the Service Provider, and not any owner, manager, provider of the premises where the Services are performed or ▇▇▇▇▇, shall be solely responsible before any person for any damages arising solely or in connection with the Cloud Services premises, conditions of premises and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of premises where the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentperformed.

Warranties. 9.1 PII represents, warrants and covenants to Customer that it will perform all of its obligations under this Agreement in accordance with all Laws, this Agreement and the Requirements. Without limiting the generality of the foregoing, PII warrants and covenants that (a) Company warrants that Cloud Service each Project shall be performed in conformity with the Laws and the Requirements, and all Product shall be manufactured in compliance with cGMPs; (b) to PII’s actual knowledge, the performance of the Projects (including manufacture of Product) will perform substantially not infringe or misappropriate any intellectual property right of any third party, except to the extent such Projects are performed in accordance with the features Service Contract or other written instructions given by Customer; (c) each shipment or other delivery of Product made by it under this Agreement, as of the date of such shipment or delivery, shall conform to the Specifications, shall be free and functions described in clear of any lien or encumbrance, and shall not be adulterated or misbranded within the applicable Documentation. To meaning of the extent permitted by lawFederal Food, Subscriber’s exclusive remedy Drug, and Company’s entire liability for a breach Cosmetic Act (“Act”), nor an article which may not, under the provisions of Section 505 of the Act, be introduced into interstate commerce; and (d) it has and will maintain during the term of this warranty in Section 6.2(aAgreement, all government permits (including without limitation health, safety, and environmental permits), licenses, and registrations required by Regulatory Authorities, that are necessary for the conduct of the actions and procedures that it undertakes pursuant to this Agreement. Further, PII represents, warrants and covenants to Customer that PII has not been debarred and shall not employ, contract with or retain any person directly or indirectly to perform work under this Agreement if such person has been debarred or is, to its knowledge, under investigation for debarment under the provisions of the Generic Drug Enforcement Act of 1992, including without limitation, 21 U.S.C. Section 335a. If at its option: any time during the term of this Agreement PII (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warrantybecomes debarred, or (ii) if receives notice of action or threat of action with respect to its debarment, PII shall notify Customer immediately. In the event that PII or any such restoration would not be commercially reasonableperson becomes debarred as set forth above, Company may PII shall immediately notify Customer and Customer shall have the right to terminate this Agreement immediately. 9.2 Customer represents, warrants and covenants to PII that, except to the Order for extent that any of the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludesfollowing are the obligations of PII: (a) no charge Offerings Customer shall comply with applicable Laws and Customer shall keep PII fully informed of any development relating to API or Previews, and Product that would affect PII’s performance of any Project with respect to the Product hereunder; (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance event Customer ships Product outside of the United States, Customer shall comply fully with all export administration and control laws and regulations of the United States government as may he applicable Professional Services. thereto; (c) Company makes only any API furnished by Customer shall meet the limited warranties expressly stated in this Agreementapplicable specifications provided by Customer, and disclaims all shall before use in the further processing of the Product and, to the extent of-Customer’s knowledge, shall not contain any viruses or other warranties, including without limitation, deleterious substances which could contaminate the implied warranties processing operations of merchantability PII; and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber Customer will provide PII with data on the chemical and physical properties, toxicity, and handling, storing, and shipping information for any Customer Materials (including API) and the Product (MSDS or equivalent) and any other information available to Customer that is solely responsible for determining the appropriate uses necessary for the Cloud Services sale conduct of the manufacturing of the Product by PII and the results shall update all of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentinformation provided to PII as such information becomes available to Customer.

Warranties. (a) 14.1 The Company warrants and undertakes to VGCS that: 14.1.1 it has full right and authority to enter into this Agreement and that Cloud Service will perform substantially its entry into this Agreement does not breach any third party’s rights or any other agreement to which it is a party; Templates/VGCS Templates/Master Reseller Terms and Conditions 14.1.2 it shall implement and comply with the Codes of Practice and any other reasonable policies provided by VGCS to the Company from time to time and which relate to: 14.1.2.1 Content standards (including anti-social, fraudulent, unlawful or otherwise inappropriate Content) 14.1.2.2 access or use of the Directory by Customers (including anti-social, fraudulent,unlawful or improper use); or 14.1.2.3 Vodafone Networks and/or any mobile device; 14.1.3 it shall not act in a way which shall impair or put in jeopardy the operation of the Directory, the Vodafone Networks, any mobile device or any part of them; 14.1.4 it shall comply with all applicable laws and in particular with Data Protection Legislation and shall not reproduce, sell, publish or otherwise commercially exploit any information or data obtained by it under this Agreement; 14.1.5 it has the necessary licences, consents, permission or approvals to operate, and to grant VGCS the rights to use the Content in accordance with the features terms of this Agreement; 14.1.6 it shall use reasonable skill and functions described care in carrying out its obligations and exercising its rights under this Agreement; 14.1.7 it is tax resident in the place indicated on the front page of this Agreement and shall be deemed to remain tax resident in that territory unless it notifies VGCS of a change of tax residency on 30 days prior written notice. The Company shall immediately provide any documentation required by VGCS evidencing its tax residency in such territory. 14.2 The Company warrants and undertakes to VGCS that the Content shall throughout the term of this Agreement: 14.2.1 be of satisfactory quality and be kept fresh, updated and current (with reference to the nature of the Content’s subject matter); 14.2.2 comply with the Guidelines; 14.2.3 not infringe any third Party’s rights (including Intellectual Property Rights); 14.2.4 will not be defamatory, obscene, racist, materially inaccurate, be so violent, sexual or abusive in nature as to be reasonably likely to cause serious offence to any material group of people, or otherwise be in breach of any applicable Documentation. To law, regulation or code of conduct or result in VGCS or any part of the Vodafone Group or Vodafone Group being in breach of any law; 14.2.5 will not result in VGCS or any part of the Vodafone Group being held to carry out any regulated activity for the purposes of the Financial Services and Markets A▇▇ ▇▇▇▇, investment business under the Financial Services A▇▇ ▇▇▇▇, provide any consumer credit or credit brokerage under the Consumer Credit A▇▇ ▇▇▇▇ or offer any gambling service, betting service or lottery; 14.2.6 will not offend taste or decency, or contain any Content that promotes a Competitor or criticises VGCS or any other company within the Vodafone Group, or otherwise brings VGCS or the Vodafone Group into disrepute or damages the reputation or goodwill of VGCS, or any other company in the Vodafone Group or any Vodafone M▇▇▇ in any of the Territories; 14.2.7 will not contain grammatical or typographical errors or be factually inaccurate; and 14.2.8 will not contain any computer viruses, logic bombs, trojan horses and/or any other items of software which would disrupt the proper operation of the Directory or any mobile device. 14.3 VGCS warrants and undertake that: 14.3.1 it has full right and authority to enter into this Agreement; and 14.3.2 it shall comply with all applicable laws and in particular with Data Protection Legislation. 14.4 The Parties acknowledge that their respective obligations and liabilities are exhaustively defined in this Agreement and that to the extent permitted by law, Subscriber’s exclusive remedy the express obligations and Company’s entire liability for a breach warranties provided in this Agreement are in lieu of this warranty and to the exclusion of any warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or provided or services performed under or in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply connection with this warrantyAgreement including (without limitation) as to the condition, quality, performance, satisfactory quality or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order fitness for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreementpurpose. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company 11.1 The Client warrants that: 11.1.1 it has the full capacity and authority to enter into and perform the Contract and that Cloud Service the Contract is executed by a duly authorised representative of the Client; 11.1.2 it will perform substantially provide from time to time on a timely basis all necessary information reasonably required by 4SIGHT or a Vendor for the provision of the Services, and that all such information will, to the best of the Client’s knowledge and belief having made reasonable enquiry, be accurate and complete; 11.1.3 it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to 4SIGHT, any materials reasonably necessary for the fulfilment of all its obligations under the Contract, including any third-party licences and consents in respect of the Client Equipment and any Third Party Materials; 11.1.4 it will comply with and use the Services in accordance with the features terms of the Contract and functions described all applicable laws, and will not do any act that will infringe the rights of any third party including the publishing or transmission of any materials contrary to applicable laws; 11.1.5 any material and/or communication received, transmitted, hosted or otherwise processed using the Services (other than entirely unsolicited communications) will not be menacing, of a junk-mail or spam-like nature, illegal, obscene, threatening, defamatory, discriminatory, promote illegal or unlawful activity, be otherwise actionable or in violation of any Laws to which the use of the Services are subject, or infringe the Intellectual Property rights of 4SIGHT or its Vendors; and 11.1.6 4SIGHT's use in the applicable Documentation. To provision of the extent permitted Services or otherwise in connection with the Contract of any Third Party Materials licenced to the Client, including any hardware or software supplied by lawthe Client to 4SIGHT for use in the provision of the Services or otherwise in connection with the Contract, Subscriberwill not cause 4SIGHT to infringe the rights, including any Intellectual Property Rights, of any third party. 11.2 4SIGHT warrants that: 11.2.1 it has the full capacity and authority to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of 4SIGHT; and 11.2.2 it owns or has obtained valid licences, consents, permissions and rights to enable 4SIGHT to comply with the Contract and to use any Intellectual Property Rights necessary for the fulfilment of its obligations under the Contract, including for the Client's use and receipt of the Goods and the Services, and that the use by 4SIGHT of such Intellectual Property Rights will not, to the best of the knowledge and belief of 4SIGHT (without making specific investigation in relation thereto) infringe the rights of any third parties and 4SIGHT will not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached. 11.3 Neither Party shall, without the other Party’s exclusive remedy prior written consent, actively initiate recruitment of any staff of the other Party directly involved in the provision and/or support of the Services during the currency of the Contract and Company’s entire liability for a period of 12 months following termination. 11.4 Additional costs incurred or the inability of the Client to use any Service pursuant to a breach of this warranty in Section 6.2(a)Clause 11.1, at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance sole responsibility of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warrantiesClient, including without limitation, the implied warranties of merchantability any and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteeall associated Charges. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) 8.1 The Company represents and warrants to CRT that Cloud Service to the best of its knowledge and belief: 8.1.1 it is not aware of any inventors of the Company Owned Patent Rights other than the inventors named therein; 8.1.2 it is the legal and beneficial owner of the Company Intellectual Property free of any third party rights or encumbrances other than those of the Geron Royalty Agreement effective October 1, 2013, a copy of which has been provided to CRT; Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. Confidential Portions are marked: [***]. 8.1.3 no claims of infringement of intellectual property rights owned or controlled by any third party have been made or threatened against the Company with respect to the Intellectual Property Rights licensed hereunder; 8.1.4 it has not and will perform substantially not enter into any Agreement which prevents it fulfilling its obligations under this Agreement; 8.1.5 it has not done anything whereby the whole or any part of the rights licensed under the Agreement might be invalidated or registration of them refused; 8.1.6 the manufacture, use and possession of the Investigational Medicinal Product by CRT or any person authorised by CRT, in each case in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach terms of this warranty Agreement, shall not infringe the rights (including without limitation any Intellectual Property Rights) of any third party; 8.1.7 it is not aware of the existence of any fact or circumstance that may materially affect the successful development and commercialisation of the Product; 8.1.8 it has the full right, power and authority, and has obtained all approvals or consents necessary to grant the rights under the Third Party Licences as provided under this Agreement; 8.1.9 the Third Party Licences are the only third party licences held by the Company in Section 6.2(a)respect of the manufacture, possession and use the IMP and the rights granted to CRT under this Agreement; 8.1.10 there are no outstanding breaches of the Third Party Licences by the Company; 8.1.11 there are no acts or omissions on the part of the Company which would give one or more of its licensors the right to terminate a Third Party Licence, either now or at its option: (i) will use commercially reasonable efforts a later date; and 8.1.12 it is entitled to restore make the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate Materials and the Order Materials licensed under the Third Party Licences available to CRT for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use purposes of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services 8.2 Nothing in this Agreement shall be performed treated as imposing on CRT any liability to the Company in a professional relation to the further development and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance commercial exploitation of the applicable Professional ServicesInvestigational Medicinal Product or the Company Intellectual Property. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company 8.1 The Vendor warrants and undertakes to the Purchaser that Cloud Service each of the Warranties is true and accurate in all respects and is not misleading at the date of this Agreement. 8.2 The Warranties shall not in any respect be extinguished or affected by Completion. 8.3 The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance on representations in the terms of the Warranties made by the Vendor with the intention of inducing the Purchaser to enter into this Agreement and that accordingly the Purchaser has been induced by those representations to enter into this Agreement. 8.4 The Vendor undertakes to the Purchaser that, in the event of any claim being made against it for breach of the Warranties, it will perform substantially not make any claim against the Companies or against any director, officer or employee of the Companies on which or on whom it may have relied before agreeing to any terms of this Agreement or authorising any statement in the Disclosure Letter. The Companies and any such director, officer or employee may enforce the terms of this Clause 8.4 in accordance with the features Contracts (Rights of Third Parties) A▇▇ ▇▇▇▇, provided that, as a condition thereto, any such third party shall:- 8.4.1 obtain the prior written consent of the Purchaser; and 8.4.2 not be entitled to assign its rights under this Clause 8.4. 8.5 The Warranties:- 8.5.1 save for the Warranty 3.2 (share and functions described loan capital) of Schedule 3, are subject to those matters fairly disclosed in the applicable Documentation. To Disclosure Letter; 8.5.2 subject as provided in the extent permitted Disclosure Letter, are separate and independent and, unless expressly provided to the contrary, are not limited or restricted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach reference to or inference from the terms of any other provision of this warranty Agreement or any other Warranty; and 8.5.3 where qualified by the knowledge, information, belief or awareness of the Vendor, is deemed to include a statement that such knowledge, information, belief or awareness has been acquired after due and careful enquiries by the Vendor in Section 6.2(arespect of the relevant subject matter of such Warranties. 8.6 None of the Warranties nor any provision in the Tax Covenant shall be, or shall be deemed to be, qualified, modified or discharged by reason of any investigation or inquiry made by or on behalf of the Purchaser and no information relating to the Companies of which the Purchaser has knowledge (whether actual or constructive), at other than (in the case of the Warranties) by reason of its option: (i) will use commercially reasonable efforts to restore being fairly disclosed in the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not Disclosure Letter in accordance with this Agreement, shall prejudice any claim which the Purchaser shall be entitled to bring or shall operate to reduce any amount recoverable by the Purchaser under this Agreement. 8.7 The provisions of Schedule 4 shall (bwhere relevant) Company represents apply to limit the liability of the Vendor under the Warranties and warrants the Tax Covenant provided that all the provisions of Schedule 4 shall not apply in respect of any claim arising out of any fraudulent or wilful non-disclosure on the part of the Vendor. 8.8 Without prejudice to the rights of the Purchaser to claim damages on any basis available to it or to any other right or remedy available to it, in the event of a Substantiated Claim for breach of any of the Warranties, with the result that the value of any asset (other than the fixed assets listed in Schedule 8) of either of the Companies is or becomes less than it would have been in the absence of such Professional Services shall be performed breach or either of the Companies incurs or will incur any liability (actual or contingent) which it would not have incurred, or which exceeds the amount it would have incurred, in a professional and workmanlike manner in accordance with generally accepted industry standards. For the absence of any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance any of the applicable Professional ServicesWarranties, then the Vendor undertakes, on demand by the Purchaser, to pay in cash to the Purchaser or the relevant Company (as the Purchaser directs) by way of damages an amount equal to the diminution in the value of any such asset (other than the fixed assets listed in Schedule 8) and/or costs, expenses and other liabilities incurred by the Purchaser and/or such Company directly or indirectly as a result of any breach of Warranty. “Substantiated Claim” means a Warranty Claim which is admitted by the Vendor or proved in a court of competent jurisdiction. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company 11.1 The Customer represents and warrants that Cloud Service he/she will perform substantially in accordance with not use the features Website (including our forums and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(acomments sections), at its optionServices, STP Properties, APIFONICA ▇▇▇▇, the Customer’s Application or content in a manner that violates the Acceptable Use or Privacy Policy. 11.2 The Customer represents and warrants: (i) will use commercially reasonable efforts to restore that the non-conforming Cloud Services so that they comply with this warrantyCustomer is solely responsible for the development, or operation, and maintenance of Customer’s Application and for his/her content (the Content), including without limitation the accuracy, appropriateness and completeness of the content and all product- related materials and descriptions; (ii) if such restoration would not be commercially reasonablethat Customer has the necessary rights and licenses, Company may terminate consents, permissions, waivers and releases to use and display the Order for Customer’s Application and the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludesContent; (iii) that neither the Customer’s Application nor the Customer’s Content: (a) no charge Offerings violates, misappropriates or Previewsinfringes any rights of us or any third party, and (b) issuesconstitutes defamation, problems invasion of privacy or defects arising from Third Party Content, Subscriber Data or Contentpublicity, or otherwise violates any rights of any third party, or (c) is designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory (iv) to the extent to which the Customer uses the APIFONICA ▇▇▇▇, that the Customer will conduct his/her business in a professional manner and in a way that reflects favorably on the goodwill and reputation of STP. The Customer confirms his/her responsibility for any charges incurred by virtue of his/her use of Cloud Service not the Application, no matter whether the Application acted in error. 11.3 Any portability of the Customer in respect of the phone number (including any previously-provisioned direct inward toll-free numbers or vanity numbers) assigned to the Customer or ported in to the Customer’s account is contingent to good standing of Customer’s account and provision by the Customer of appropriate supporting documentation in accordance with this common industry standards for porting such number away from STP; provided, however upon elapsing of thirty (30)-days period from the date of termination of the Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the STP is entitled to re-performance assign any of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all those numbers to other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication customers with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses no recourse for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentCustomer right to portability .

Warranties. 5.1 The Vendor warrants to the Purchaser that: 5.1.1 the Vendor has and will have full power and authority to enter into and perform this agreement and the Deed of Indemnity which constitute or when executed will constitute binding obligations in accordance with their respective terms; 5.1.2 the Shares constitute the whole of the issued and allotted share capital of the Company; 5.1.3 except as provided by this Agreement and the Pledge Agreement, there is and at Completion will be no pledge, lien or other encumbrance on, over or affecting the Shares and there is and at Completion will be no agreement or arrangement to give or create any such encumbrance and no claim has been or will be made by any person to be entitled to any of the foregoing; 5.1.4 the Vendor will be entitled to transfer the full legal and beneficial ownership of the Shares to the Purchaser on the terms of this agreement without the consent of any third party; 5.1.5 the information in Schedule [2] relating to the Company is true and accurate in all respects; 5.1.6 save as set out in the Disclosure Letter, the Warranties in Schedule [3] are true and accurate in all respects; and, except in respect of anything to which the Purchaser gives its consent under clause [5.6], will continue to be so up to and including Completion; 5.1.7 the contents of the Disclosure Letter and of all accompanying documents are true and accurate in all respects and fully, clearly and accurately disclose every matter to which they relate. 5.2 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no clause of this agreement shall govern or limit the extent or application of any other clause. 5.3 The Vendor shall promptly disclose in writing to the Purchaser any event or circumstance which arises or becomes known to it prior to Completion and is materially inconsistent with any of the Warranties or the contents of the Disclosure Letter or might be material to be known by a purchaser for value of the Shares. 5.4 Except for the Warranties set forth in Sections 5.1.1 through 5.1.5, all Warranties and the information contained in the Disclosure Letter is provided solely in reliance upon the information provided to Vendor by the Company's managing director (the "Managing Director") and/or its officers, agents, representatives or advisers (collectively "Agents"). The parties to this agreement acknowledge that: (a) Vendor did not own or control the business of the Company warrants that Cloud Service will perform substantially in accordance prior to ▇▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) the Managing Director has exercised and maintained day-to-day management and control over the Company's business, assets and operations since its inception, and (c) the Managing Director has comprehensive and extensive knowledge and familiarity with all aspects of the features Company including, without limitation, its business, assets and functions described operations. All Warranties and Indemnities (including without limitation as set forth in the applicable Documentation. To the extent permitted Deed of Indemnity) provided by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of Vendor under this warranty in Section 6.2(a), at its optionagreement are accordingly qualified as follows: (i) will use commercially reasonable efforts all such Warranties and Indemnities exclude events, occurrences, acts, omissions and conditions which occurred or existed prior to restore August 13, 1997 or after December 31, 1998 or any Warranty Claim arising from the non-conforming Cloud Services so that they comply with this warrantyforegoing, or and (ii) if all such restoration would not be commercially reasonableWarranties and Indemnities exclude events, Company may terminate occurrences, acts, omissions and conditions which the Order for Purchaser or the non-conforming Offering and refund Managing Director had actual knowledge of prior to Completion or which occurred or arose as a result of the conduct of the Managing Director or any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings Agent acting under the direction of the Managing Director or Previews, and (b) issues, problems or defects any Warranty Claims arising from Third Party Content, Subscriber Data the foregoing. 5.5 The Vendor shall not make any claim against the Company or Contentthe Managing Director, or use the Agents in connection with the information supplied by the Agents in connection with the Warranties and the Disclosure Letter unless such Agent knew that the information delivered to Vendor contains or will contain any untrue statement of Cloud Service not a material fact or deliberately omits or will omit any material fact necessary in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed order to make the statements made in a professional and workmanlike manner the Warranties, in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance light of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations circumstances under which they are or were made, not misleading. 5.6 The Vendor shall procure that in so far as it is able and except so far as may be used. Subscriber is solely responsible for determining necessary to give effect to this agreement, the appropriate uses for Company shall not before Completion without the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use prior written consent of the Cloud Services. Purchaser: 5.6.1 do, procure or allow anything which may cause, constitute or result in a breach of the Warranties; or 5.6.2 in any way depart from the usual course of its business. 5.7 The Vendor shall procure that until Completion the Purchaser, its agents, representatives and professional advisers are given promptly on request whatever facilities and information regarding the business, assets, liabilities, contracts and affairs of the Company’s Cloud Services are , and of the documents of title and other evidence of ownership of its assets, that the Purchaser may require. 5.8 The Purchaser acknowledges that it has not specifically designed been induced to enter into this agreement by any representation or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any warranty other similar hazardous environmentthan the Warranties.

Warranties. (a) Company BBL represents and warrants that Cloud Service to Sponsor that: 7.1.1 this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against BBL in accordance with its terms; 7.1.2 no authorization or approval from any third party is required in connection with BBL’s execution, delivery or performance of this Agreement; 7.1.3 the execution, delivery and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which BBL is a party or by which BBL is otherwise bound; 7.1.4 BBL will perform substantially provide the Services and conduct the Research in a workmanlike and professional manner in accordance with the features Statements of Work; 7.1.5 BBL will provide the Services and functions described conduct the Research in accordance with all applicable federal, state and local laws, rules, regulations and guidances; 7.1.6 all work, or any part thereof, delivered to Sponsor under a Statement of Work, does not, and will not, upon delivery to Sponsor, to the applicable Documentation. To the extent permitted by lawbest of BBL’s knowledge, Subscriber’s exclusive remedy and Company’s entire liability for infringe any patent right, copyright, trade secret right or other intellectual property right of a breach of this warranty in Section 6.2(a), at its option: (i) will third party; 7.1.7 BBL shall use commercially reasonable efforts to restore ensure that the non-conforming Cloud maintenance and calibration of all equipment used to provide Services so that they hereunder is maintained; 7.1.8 BBL will comply with this warrantyall appropriate animal welfare rules, as specified by law, Sponsor or the IACUC that governs animal studies conducted by BBL; 7.1.9 BBL shall provide thirty (ii30) if such restoration would not be commercially reasonableday prior written notice prior to the involuntary termination of a Key Person, Company may terminate and immediate written notice upon the Order for voluntary resignation of a Key Person; 7.1.10 BBL further warrants and represents that no individual that has been debarred by the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: FDA pursuant to 21 U.S.C. §335a (a) no charge Offerings or Previews, and (b) issueswill perform or render, problems any services or defects arising from Third Party Contentassistance to BBL; 7.1.11 BBL has not, Subscriber Data or Contentand agrees that it shall not, in connection with the transactions contemplated by this Agreement, or use in connection with any other business transactions involving Sponsor, make any payment or transfer anything of Cloud Service not value, directly or indirectly, to any government official or employee (including employees of a government corporation or public international organization) or to any political party or candidate for public office, or to any other person or entity for the purposes of obtaining or retaining business or an advantage in accordance the conduct of business, or securing any improper advantage related to any business interest of Sponsor or other interest contemplated by this Agreement or that otherwise would violate, or cause a violation of the laws of the United State, including, without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”); 7.1.12 that it is familiar with this Agreement.the provisions of the FCPA, and agrees that: (a) except as disclosed to Sponsor, none of its employees, officers, directors, principals, agents, or owners is a foreign government official or affiliated with any foreign government official (including employees of a government corporation or public international organization) or to any political party or candidate for public office; (b) Company represents and warrants that all such Professional Services BBL shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For disclose to Sponsor any breach of this warranty in Section 6.2(bfuture affiliation, direct or indirect (through another person or party), Subscriber’s exclusive remedy between the Consultant and Company’s entire liability shall be the re-performance of the applicable Professional Services.a foreign government official; (c) Company makes only BBL shall maintain adequate records showing both the purpose and receipt of payments or expenses in relation to this Agreement or furthering the business of Sponsor and shall allow Sponsor to inspect such records upon reasonable notice; (d) BBL shall provide certifications of compliance with these provisions as and when requested by Sponsor; (e) notwithstanding any other provisions to the contrary, Sponsor may withhold payments under this Agreement and/or suspend or terminate this Agreement forthwith upon learning information giving it a factual basis to conclude that BBL has violated, or caused Sponsor to violate the FCPA, in the sole discretion of Sponsor; and (f) the terms of this Agreement may be disclosed to the USG and/or applicable foreign government, and any other relevant government agencies, if deemed appropriate by Sponsor; 7.1.13 BBL has no knowledge of any circumstances which may affect the accuracy of the foregoing warranties and representations, including, but not limited warranties expressly stated in to, FDA or other governmental investigations of, or debarment proceedings against, BBL or any person or entity performing services or rendering assistance relating to activities taken pursuant to this Agreement, and disclaims all other warranties, including without limitation, BBL will immediately notify the implied warranties Sponsor if BBL becomes aware of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free such circumstances during the term of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteethis Agreement. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company 10.1 The Client represents, undertakes and warrants that Cloud Service will perform substantially in accordance with to Us that:- 10.1.1 the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) Client will use commercially reasonable efforts the Services allocated to restore the non-conforming Cloud Client only for lawful purposes. 10.1.2 the Client will not use the Server in any manner which infringes any law or regulation of which infringes the rights of any third party, nor will the client authorise or permit any other person to do so; 10.1.3 the Client will not use the Hosting Services so that they comply with this warrantyor Website to post, link to or transmit:- 10.1.3.1 any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way; 10.1.3.2 any material containing a virus, Trojan horse or other hostile computer programme; 10.1.3.3 any material which constitutes, or (ii) if such restoration would not be commercially reasonableencourages the commission of, Company a criminal offence of which infringes any Intellectual Property Rights or similar rights of any person which may terminate subsist under the Order for laws of any jurisdiction; 10.1.3.4 any activity contrary to the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use Computer Misuse Act 1990; and 10.1.3.5 the distribution of Cloud Service not in accordance with this Agreementunsolicited email. (b) Company represents 10.1.4 the Client shall keep secure any identification, password and warrants that all such Professional Services other confidential information relating to the Client's account and shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For notify Us immediately of any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant unknown or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s suspected unauthorised use of the Cloud ServicesClient's account or breach of security, including loss, theft or unauthorised disclosure of the Client's password or other security information. 10.1.5 the Client shall observe any procedures which We may from time to time prescribe and shall make no use of the Server which is detrimental to Our other clients. 10.2 The Client undertakes to provide all assistance to Us as We may reasonably require for the purposes of performing its obligations under the Contract. 10.3 Where a Client continues to permit such illegal or disreputable use, We will serve a warning notice, either by email or letter to the affect that the Services will be discontinued if the Client does not rectify the situation within 24 hours of receipt of the email or three days within the receipt of the letter. Company’s Cloud Where We suspend Services are not specifically designed or intended for use in (i) storage contravention of sensitivethis Clause, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentWe can refuse to restore Services until We receive an acceptable assurance from the Client that there will be no further contravention.

Warranties. Each Party (aa “Relevant Party”) Company represents, warrants that Cloud Service will and covenants to each other Party that: the Relevant Party is duly incorporated, validly existing and in good standing order under the law of its jurisdiction of incorporation; the Relevant Party has the full power and authority to enter into and perform substantially its obligations under this Agreement; this Agreement constitutes binding obligations on the Relevant Party in accordance with the features and functions described in the applicable Documentation. To the extent permitted by its terms, subject to any principles of equity or insolvency law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties ; other than as expressly stated in this Agreement, the Relevant Party has obtained all applicable corporate approvals, licenses, waivers or exemptions as required under its constitutional documents, applicable law, and disclaims as required by any Government Authority to empower it to enter into and perform its obligations under this Agreement. Warranties given by the Lessor The Lessor represents, warrants and covenants to the Lessee: it has title to or a valid and ongoing lease for the Premises; it has the full right, power and authority to grant the Lease to the Lessee pursuant to this Agreement; if the Lessor does not own the Premises, it has obtained all other warrantiesrequired consents from the owner of the Premises to grant the Lease to the Lessee pursuant to this Agreement; the Lessee shall have quiet and peaceful possession of the Site free from any claim of any entity or person of superior title thereto without hindrance to or interference with the Lessee’s quiet enjoyment thereof, throughout the Term; it will not violate any provision of Laws, order, judgment, or violate any provision in any formation documents of Lessor, the violation of which could have a material adverse effect on the ability of Lessor to perform its obligations under this Agreement; and it shall ensure to maintain its valid title to or rights as lessee of the Premises, as the case may be, throughout the Term, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved by paying any relevant fees to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any ContentGovernmental Authorities and/or fees, including Subscriber and Third Party Contentrental, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining to the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use owner of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitivePremises, personal informationas applicable, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentas and when due.

Warranties. ‌ 8.1 The Customer warrants that: (a) Company warrants it has the full capacity and authority to enter into and perform this Agreement and that Cloud Service will perform substantially in accordance with this Agreement is executed by a duly authorised representative of the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement.Customer; (b) Company represents it has the authority to grant any rights to be granted to Ultima under this Agreement and warrants that it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to Ultima and any of its subcontractors, any materials reasonably necessary for the fulfilment of all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of its obligations under this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services.Agreement; (c) Company makes only Ultima's use in the limited provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials supplied by the Customer (including any hardware or software supplied by the Customer to Ultima for such use) shall not cause Ultima to infringe the rights, including any Intellectual Property Rights, of any third party; and (d) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by Ultima or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by ▇▇▇▇▇▇. 8.2 Ultima warrants that: (a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of Ultima; (b) it owns or has obtained valid licences, consents, permissions and rights to enable Ultima to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and Ultima shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached; (c) it will comply with all applicable laws in performing its obligations under this Agreement; and (d) the Customer's use of any Ultima materials, including any materials supplied by Ultima to the Customer (but excluding any third-party materials), shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party. 8.3 Except for any warranties and service levels expressly stated set forth in this Agreement, the Services are provided on an “as is” basis, and disclaims Customer’s use of the Services is at its own risk. Ultima does not make, and hereby disclaims, any and all other express and/or implied warranties, including without limitationstatutory or otherwise, the implied including, but not limited to, warranties of merchantability and merchantability, fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needspurpose and any warranties arising from a course of dealing, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerantusage, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteetrade practice. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company 11.1 Lonza warrants that Cloud Service will perform substantially in accordance with that: 11.1.1 the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional accordance with this Agreement (including all Appendices hereto) and workmanlike manner Applicable Laws; 11.1.2 subject to the provisions set out in clause 2.2 and clause 7.3.3, the manufacture of Product shall be performed in accordance with generally accepted industry standards. For any breach Applicable Law and cGMP and the Products will, at the date of this warranty in Section 6.2(b)delivery, Subscribermeet the Specifications; 11.1.3 to the best of Lonza’s exclusive remedy knowledge and Company’s entire liability shall be as on the re-performance Effective Date of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, the use by Lonza of the Manufacturing Process will not infringe any rights (including without limitationlimitation any intellectual or industrial property rights) vested in any Third Party, and Lonza will not knowingly include in the implied warranties Manufacturing Process any elements that infringe any such intellectual or industrial property rights vested in any Third Party; provided however that Lonza gives no warranty that the use by Lonza including its Affiliates of merchantability the Manufacturing Process in association with Forty Seven Materials and/or Forty Seven Information in undertaking the Services shall not infringe any Third Party intellectual or industrial property rights; 11.1.4 it or its Affiliate holds all necessary permits, approvals, consents and fitness for licenses to enable it or such Affiliate to perform the Services to be performed by it or such Affiliate, as applicable, at the Facility (subject always to Clause 11.2.3) or such other Lonza facility where the Parties may agree in writing that Product may be manufactured; 11.1.5 it has the necessary corporate authorizations to enter into and perform this Agreement; 11.1.6 as on the Effective Date of this Agreement, Lonza including its Affiliates have not been debarred by a particular purposeRegulatory Authority nor have debarment proceedings against Lonza including its Affiliates been commenced. Company does not warrant Lonza will promptly notify Forty Seven in writing if any such proceedings have commenced or if Lonza including its Affiliates is debarred by a Regulatory Authority. ln the event that Forty Seven receives such notice from Lonza or otherwise guarantee that: becomes aware that Lonza including its Affiliates is debarred by a Regulatory Authority, then Forty Seven shall have the right to terminate this Agreement in accordance with clause 14.2.1 and in such an event the Forty Seven shall pay to Lonza of all accrued and unpaid obligations up to the date of termination, to the extent not previously been paid by Forty Seven; 11.1.7 title to all Product shall pass to Forty Seven as set forth in Clause 7.1 free and clear of any security interest, lien or other encumbrance in favour of Lonza; and 11.1.8 each employee of Lonza, a Lonza Affiliate and/or each External Laboratory who will receive or have access to Forty Seven Information or who will perform services will be subject to written obligations (i) reported errors will be corrected to assign to Lonza any and all right, title and interest in and to all Intellectual Property developed by such employee or support requests will be resolved to meet Subscribers’ needs, External Laboratory in connection with the performance of services in accordance with this Agreement and (ii) to protect the Forty seven Information in accordance with terms at least as protective of the Forty seven Information as the terms of this Agreement, in each case prior to the earlier of any Order disclosure of Forty Seven Information to such employee or External Laboratory or the commencement of any such performance by such employee or External Laboratory. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 11.2 Forty Seven warrants that: 11.2.1 to the best of the Forty seven’s knowledge, Forty Seven has all the rights necessary to permit Lonza and its Affiliates to perform the Services in accordance with the terms of this Agreement without infringing the Intellectual Property rights of any Third Party; 11.2.2 Forty Seven will promptly notify Lonza in writing if it receives or is notified of a formal written claim from a Third Party Content will be uninterruptedthat Forty Seven Information and/or Forty Seven Background Intellectual Property, error freeForty Seven Materials, fail-safeNew Forty Seven Intellectual Property, fault-tolerantthe Cell Line, and/or any and all other information, materials and Intellectual Property supplied by or on behalf of the Forty Seven, or free that the use by Lonza thereof for the provision of harmful componentsthe Services infringes any Intellectual Property or other rights of any Third Party; 11.2.3 to the best of Forty Seven’s knowledge, or Forty Seven has all the rights necessary to provide, and permit Lonza and its Affiliates and the External Laboratories to use for the purposes of this Agreement, the Forty Seven Information, Forty Seven Background Intellectual Property, Forty Seven Materials, New Forty Seven Intellectual Property, the Cell Line (iiisubject to the terms of the GS Licence) and any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical all other information, materials and Intellectual Property supplied by or on behalf of the Forty Seven, and that the use of anything referred to in this clause 11.2.3 will not a warranty or guaranteeinfringe the Intellectual Property rights of any Third Party; and 11.2.4 Forty Seven has the necessary corporate authorizations to enter into this Agreement. (d) Company’s Cloud Services 11.2.5 as on the Effective Date of this Agreement, Forty Seven including its Affiliates have not been tested debarred by a Regulatory Authority nor have debarment proceedings against Forty Seven including its Affiliates been commenced. Forty Seven will promptly notify Lonza in all situations under which they may be used. Subscriber writing if any such proceedings have commenced or if Forty Seven including its Affiliates is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentdebarred by a Regulatory Authority.

Warranties. (a) Company Licensor warrants and represents that Cloud Service will it owns exclusively, or is the exclusive licensee, of all of the television exhibition rights herein specified in each Program and that Licensor has the right to enter into and perform substantially in accordance this Agreement and to grant Licensee the rights and license herein provided. Licensor is liable for damages for breach of any warranty herein made by Licensor. Licensor further warrants and represents that all necessary rights have been cleared and that the Licensee may exercise the Rights granted to it herein without payment of any additional fees or expenses to any third party, subject to the terms of this Agreement. Licensee agrees to cooperate fully with Licensor on the features terms and functions described conditions separetly agreed in the applicable Documentationdefense of adjustment of all claims. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company Licensee represents and warrants that It has the full power and authority to enter into this Agreement and that the performance of its obligations under this Agreement will oČeská televize not conflict with its charter, by-laws or obligation under any other agreement. Licensee further represents and warrants that upon signature hereof, this Agreement will be a valid, binding and enforceable Agreement against it. Each party shall indemnify and hold the other party, its parent, subsidiary and affiliated companies and their respective officers, agents, directors and employees, harmless from any and all such Professional Services shall be performed in a professional claims, damages, liabilities, costs and workmanlike manner in accordance with generally accepted industry standards. For expenses (Including reasonable legal fees) arising out of the breach by the Indemnifying party of any breach warranty, representation, or covenant, as applicable, or other material term or provision of this warranty Agreement; provided that the other party promptly notifies the Indemnifying party in Section 6.2(b)writing of any claim or litigation to which this indemnification applies and that the Indemnifying party shall have the right to assume the defense of any such claim or litigation. Should Special Terms specify that Licensee is granted exclusive Rights for the Program(s) In the Territory, Subscriber’s exclusive remedy and Company’s entire liability shall Licensor may nevertheless grant rights for the Program(s) to third parties, provided that, as may be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitationcase, the implied warranties broadcast region for which rights are granted only Incidentally lap over the Territory or that the broadcast language and transmission process for which rights are granted differ from those granted to Licensee under provisions of merchantability and fitness for a particular purpose. Company does not warrant Article 2 here-above or otherwise guarantee that: (ithat tapes, discs, DVD or other items deriving from the Program(s) reported errors will distributed be corrected or support requests will be resolved recorded In another language that the one granted to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteeLicensee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 14.1 The Provider warrants to the Customer that: (a) Company the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfillment of the Provider's obligations under this Agreement; and 14.2 The Provider warrants to the Customer that: (a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification; (b) the Hosted Services will be free from Hosted Services Defects; (c) the application of Updates and Upgrades to the Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services; (d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and (e) the Platform will incorporate security features reflecting the requirements of good industry practice. 14.3 The Provider warrants to the Customer that Cloud Service will perform substantially the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law. 14.4 The Provider warrants to the features Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and functions described under any applicable law. 14.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), Provider may at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering own cost and refund any prepaid fees paid for such Offering. The warranty excludes: expense: (a) modify the Hosted Services in such a way that they no charge Offerings or Previews, and longer infringe the relevant Intellectual Property Rights; or (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or procure for the Customer the right to use of Cloud Service not the Hosted Services in accordance with this Agreement. (b) Company represents 14.6 The Customer warrants to the Provider that it has the legal right and warrants that all such Professional Services shall be performed authority to enter into this Agreement and to perform its obligations under this Agreement. 14.7 All of the parties' warranties and representations in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach respect of the subject matter of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties Agreement are expressly stated set out in this Agreement. To the maximum extent permitted by applicable law, and disclaims all no other warranties, including without limitation, warranties or representations concerning the implied warranties subject matter of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors this Agreement will be corrected implied into this Agreement or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteerelated contract. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company warrants that Cloud Service 14.1 HLH warrants, represents and undertakes to the Council that:- 14.1.1 HLH has full capacity and authority to enter into this Agreement; 14.1.2 the HLH Obligations will perform substantially be performed in accordance compliance with all applicable laws, enactments, orders, regulations, and other similar instruments; 14.1.3 the features and functions described in performance of the applicable DocumentationHLH Obligations shall not infringe any Intellectual Property Rights of any Third Party; and 14.1. To 4 as at the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach date of execution of this warranty in Section 6.2(a)Agreement by HLH, at its option: (i) will use commercially reasonable efforts there is no material outstanding litigation, arbitration or other disputed matters to restore which HLH is a party, which may have a material adverse effect upon the non-conforming Cloud Services so that they comply with this warrantyfulfilment of HLH’s liabilities, responsibilities or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with obligations pursuant to this Agreement. (b) Company 14.2 HLH Subsidiary warrants, represents and warrants that all such Professional Services shall be performed in a professional undertakes to the Council that:- 14.2.1 HLH Subsidiary has full capacity and workmanlike manner in accordance with generally accepted industry standards. For any breach of authority to enter into this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance Agreement; 14.2.2 HLH Subsidiary will make use of the Collections Intellectual Property in compliance with all applicable Professional Services.Laws; (c) Company makes only the limited warranties expressly stated in this Agreement14.2.3 subject to clause 14.1.4, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through SubscriberHLH Subsidiary’s use of the Cloud Services. CompanyCollections Intellectual Property shall not infringe any Intellectual Property Rights of any Third Party; and 14.2.4 as at the date of execution of this Agreement by HLH Subsidiary, there is no material outstanding litigation, arbitration or other disputed matters to which HLH Subsidiary is a party, which may have a material adverse effect upon the fulfilment of HLH Subsidiary’s Cloud Services liabilities, responsibilities or obligations pursuant to this Agreement. 14.3 HLH Subsidiary shall be entitled to issue to the Council a request for records (which are not specifically designed held by HLH or intended for HLH Subsidiary and/or to which HLH and/or HLH Subsidiary do not have access in terms of this Agreement) relating to the Collections Intellectual Property; the Council shall use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operationsbest endeavours to provide HLH Subsidiary with all such relevant records, or (iv) copies of them. 14.4 HLH Subsidiary shall not be liable to the Council for any other similar hazardous environmentbreach of the warranty under paragraph 14.2.3, to the extent that such breach arises as a result of the failure of the Council to meet its obligations under clause 14.3. 14.5 The Council warrants, represents and undertakes to each of HLH and HLH Subsidiary that the Council has full capacity and authority to enter into this Agreement.

Warranties. 8.1 The Warrantors hereby jointly and severally warrant to the Purchaser and WAM!NET that subject to Clause 9 and save as fairly disclosed in the Disclosure Letter the Vendor Warranties are at the date hereof true, accurate and complete in all respects. 8.2 The Warrantors jointly and severally undertake to forthwith disclose in writing to the Purchaser any matter or thing which may become known to them after the date hereof and prior to Completion which is inconsistent with any of the Vendor Warranties. 8.3 Each of the Vendors (abut excluding the Investor Vendors as regards sub- clause 8.3.6) Company hereby warrants that Cloud Service severally to the Purchaser and WAM!NET that:- 8.3.1 he has full power and authority to enter into and perform this Agreement and each other document to be exercised and delivered by him at Completion other than the Tax Deed (collectively, "the Completion Agreements"); 8.3.2 the Completion Agreements, when executed, will perform substantially constitute valid and binding obligations upon him in accordance with their terms; 8.3.3 the features execution and functions described delivery of and performance by him of his obligations under the Completion Agreements and the transactions contemplated thereby will not result in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of any provision of the memorandum and articles of association or other constitutional documents of such Vendor or a breach of any order, judgment or decree of any court to which he is a party or by which he is bound; 8.3.4 he is entitled to sell and transfer to the Purchaser the Shares set opposite his name in column 3 of the First Schedule on the terms of this warranty Agreement with full title guarantee and without the consent of any third party; 8.3.5 no person has the right (whether exercisable now or in Section 6.2(a), at its option: (ithe future and whether contingent or not but excluding the pre-emption rights which have been waived by the Vendors under sub-clause 3.2) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order call for the nonsale or transfer of any of the Shares set opposite his name in column 3 of the First Schedule under any option or other agreement (including conversion rights and save as aforementioned and pre-conforming Offering emption rights) and refund there are no claims, charges, liens, equities or encumbrances on such Share(s); 8.3.6 the execution and delivery of and performance by him of his obligation under the Completion Agreements and the transactions contemplated thereby will not result in a breach of any prepaid fees paid provision of the memorandum and articles of association of the Company. 8.4 It is acknowledged and agreed by each of the parties hereto that the Warranties contained in sub-clause 8.3 are the only warranties (other than warranties as to title to their respective holdings in any of the Shares) given by the Investor Vendors and, for such Offering. The warranty excludes: (a) the avoidance of doubt, the Investor Vendors shall have no charge Offerings liabilities in respect of any of the matters 19 warranted by the Warrantors whether under sub-clause 8.1 or PreviewsPart 1 of the Seventh Schedule or otherwise. 8.5 Each of the Warrantors hereby warrants severally to the Purchaser and WAM!NET that:- 8.5.1 he has full power and authority to enter into and perform the Tax Deed; 8.5.2 the Tax Deed, when executed, will constitute valid and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not binding obligations upon him in accordance with this Agreementits terms; 8.5.3 the execution and delivery of and performance by him of his obligations under the Tax Deed and the transactions contemplated thereby will not result in a breach of any provision of the memorandum and articles of association or other constitutional documents of the Company or, if appropriate, such Warrantor or a breach of any order, judgment or decree of any court to which he is a party or by which he is bound. (b) Company represents and warrants that all such Professional Services 8.6 Any amount payable hereunder by virtue of a breach of any of the warranties or undertakings in sub-clauses 8.1, 8.2, 8.3, 8.4 or 8.5 shall be performed deemed to be a reduction in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance amount of the applicable Professional Services. Consideration received by the Investor Vendors or Warrantors (cas the case may be) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentShares.

Warranties. Each Party (aa “Relevant Party”) Company represents, warrants that Cloud Service will and covenants to each other Party that: the Relevant Party is duly connected incorporated, validly existing and in good standing order under the law of its jurisdiction of incorporation; the Relevant Party has the full power and authority to enter into and perform substantially its obligations under this Agreement; this Agreement constitutes binding obligations on the Relevant Party in accordance with the features and functions described in the applicable Documentation. To the extent permitted by its terms, subject to any principles of equity or insolvency law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties ; other than as expressly stated in this Agreement, the Relevant Party has obtained all applicable corporate approvals, licenses, waivers or exemptions as required under its constitutional documents, applicable law, and disclaims as required by any Government Authority to empower it to enter into and perform its obligations under this Agreement. The Customer represents, warrants and covenants to the Solar Service Company: it has title to or a valid and ongoing lease for the Premises; if the Customer does not own the Premises, it has obtained all other warrantiesrequired consents from the owner of the Premises to have the Solar PV System installed on the Site and to grant the right of access to the Solar Service Company and its employees, agents and Subcontractors pursuant to Clause 18 and enter into and perform its obligations under this Agreement; it will not violate any provision of Laws, order, judgment, or violate any provision in any formation documents of Customer, the violation of which could have a material adverse effect on the ability of Customer to perform its obligations under this Agreement; it shall ensure to maintain its valid title to or rights as lessee of the Premises, as the case may be, throughout the Term, including without limitationby paying any relevant fees to Governmental Authorities and/or fees, including rental, to the implied warranties owner of merchantability the Premises, as applicable, as and fitness for a particular purposewhen due. Company does not warrant Notices55 All notices shall be made in writing and shall be deemed given or otherwise guarantee that: (i) reported errors will be corrected made as of the date delivered, whether by personal delivery, courier or support requests will be resolved email to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerantthe address set out in the introduction, or free to such other postal or email address of harmful components, which the sender has received prior written notice from the recipient advising the sender that correspondence in connection with this Agreement should be sent to such other postal or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteeemail address. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. Each Collaboration Supplier warrant and represent that: it has full capacity and authority and all necessary consents (aincluding but not limited to, if its processes require, the consent of its parent company) Company warrants to enter into and to perform this Agreement and that Cloud Service this Agreement is executed by an authorised representative of the Collaboration Supplier its obligations will perform substantially be performed by appropriately experienced, qualified and trained personnel with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of this clause 7) in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties own established internal processes Except as expressly stated in this Agreement, all warranties and disclaims all other warrantiesconditions, whether express or implied by statute, common law or otherwise (including without limitationbut not limited to fitness for purpose) are excluded to the extent permitted by law. Limitation of liability None of the parties exclude or limit their liability for death or personal injury resulting from negligence, or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services Act 1982. Nothing in this Agreement will exclude or limit the liability of any party for fraud or fraudulent misrepresentation. Subject always to clauses 8.1 and 8.2, the implied warranties liability of merchantability and fitness the Buyer to any Collaboration Suppliers for a particular purpose. Company does not warrant all claims (by way of indemnity or otherwise) arising whether in contract, tort (including negligence), misrepresentation (other than if made fraudulently), breach of statutory duty or otherwise guarantee that: under this Agreement (i) reported errors excluding Clause 6.4, which will be corrected or support requests subject to the limitations of liability set out in the relevant Contract) will be resolved limited to meet Subscribers’ needs[(£,000)]. Subject always to clauses 8.1 and 8.2, the liability of each Collaboration Supplier for all claims (iiby way of indemnity or otherwise) any Order arising whether in contract, tort (including negligence), misrepresentation (other than if made fraudulently), breach of statutory duty or Third Party Content otherwise under this Agreement will be uninterruptedlimited to [Buyer to specify]. Subject always to clauses 8.1, error free8.2 and 8.6 and except in respect of liability under clause 6 (excluding clause 6.4, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, which will be secure subject to the limitations of liability set out in the [relevant contract] [Call-Off Contract]), in no event will any party be liable to any other for: indirect loss or not otherwise lost damage special loss or damaged. Representations about Orders damage consequential loss or features damage loss of profits (whether direct or functionality in any communication with Subscriber constitutes technical informationindirect) loss of turnover (whether direct or indirect) loss of business opportunities (whether direct or indirect) damage to goodwill (whether direct or indirect) Subject always to clauses 8.1 and 8.2, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results provisions of such use; Company clause 8.5 will not be liable taken as limiting the right of the Buyer to among other things, recover as a direct loss any: additional operational or administrative costs and expenses arising from a Collaboration Supplier’s Default wasted expenditure or charges rendered unnecessary or incurred by the Buyer arising from a Collaboration Supplier's Default Dispute resolution process All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. If the dispute cannot be resolved by the parties' representatives nominated under clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. The process for mediation and consequential provisions for mediation are: a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the results obtained through Subscriber’s use exchange of all relevant information and the structure of the Cloud Servicesnegotiations unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives failing agreement, any of the parties may invite the Mediator to provide a nonbinding but informative opinion in writing. Company’s Cloud Services are The opinion will be provided on a without prejudice basis and will not specifically designed or intended for use be used in (i) storage evidence in any proceedings relating to this Agreement without the prior written consent of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operationsall the parties if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or (iv) any longer period the parties agree on, then any dispute or difference between them may be referred to the courts The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a dispute. Termination and consequences of termination Termination The Buyer has the right to terminate this Agreement at any time by notice in writing to the Collaboration Suppliers whenever the Buyer has the right to terminate a Collaboration Supplier’s [respective contract] [Call-Off Contract]. Failure by any of the Collaboration Suppliers to comply with their obligations under this Agreement will constitute a Default under their [relevant contract] [Call-Off Contract]. In this case, the Buyer also has the right to terminate by notice in writing the participation of any Collaboration Supplier to this Agreement and sever its name from the list of Collaboration Suppliers, so that this Agreement will continue to operate between the Buyer and the remaining Collaboration Suppliers. Consequences of termination Subject to any other similar hazardous environment.right or remedy of the parties, the Collaboration Suppliers and the Buyer will continue to comply with their respective obligations under the [contracts] [Call-Off Contracts] following the termination (however arising) of this Agreement. Except as expressly provided in this Agreement, termination of this Agreement will be without prejudice to any accrued rights and obligations under this Agreement. General provisions Force majeure

Warranties. 7.1 The Warrantors jointly and severally warrant and represent, to the Purchaser (afor itself and as trustee for each Group Company) in the terms of the statements set out in SCHEDULE 4 as at the Completion Date with reference to the facts which then exist. 7.2 3i hereby warrants to the Purchaser in the terms of and the warranties set out in paragraph 17.4 of Schedule 4. 7.3 The Sellers acknowledge that the Purchaser in entering into this Agreement has relied on the Warranties and the Purchaser acknowledges to the Sellers and 3i that no reliance has been placed by it on any other warranty or representation. 7.4 The Sellers agree with the Purchaser (for itself and as trustee for each Group Company) (in the absence of fraud) to waive any right or remedy which the Sellers may have against any Group Company or (save in respect of the Contribution Agreement) any present or former director, employee or agent of any Group Company in connection with any representation, warranty, agreement or statement by any such person in relation to this Agreement and any other document to be executed in connection with it. 7.5 Each of the Warranties shall be construed as a separate and independent provision. 7.6 Save in the event of fraud none of the parties shall be entitled to rescind the Agreement after Completion. 7.7 Save as otherwise provided in this Agreement, no claim in respect of or arising out of the Warranties or any other provision of this Agreement shall be limited or otherwise affected and no amount recoverable in respect of any breach shall be reduced by any knowledge (actual or constructive) which the Purchaser has or is deemed to have in relation to any Group Company. 7.8 The Purchaser warrants that Cloud Service to each of the Sellers and 3i that: 7.8.1 the Purchaser has and has duly exercised all power and authority necessary for it to enter into and perform its obligations under this Agreement, to constitute, issue and perform its obligations under or in respect of the Tax Deed and every other document or obligation to be entered into or performed by it under or pursuant to this Agreement; 7.8.2 it does not require (or has obtained) the consent of any person to enter into and perform the matters referred to in the preceding CLAUSE 7.8.1; 7.8.3 it has in all other respects taken all action necessary to authorise the execution, delivery and performance of this Agreement, the Tax Deed (subject to completion taking place) by it under or pursuant to this Agreement and all the same to, or will perform substantially when executed, constitute lawful, valid obligations binding upon the Purchaser in accordance with their respective terms; 7.8.4 the execution, delivery and performance of or compliance with the provisions of this Agreement and the Tax Deed, will not cause or constitute any breach or default of or under any constitutional documents of the Purchaser or of any agreement relating to any borrowing of any kind or of any security instrument issued or granted by the Purchaser; 7.9 The liabilities of the Warrantors hereunder shall be limited in accordance with the features and functions described in provisions of Clause 8; 7.10 The Purchaser confirms to the applicable Documentation. To Warrantors, that having made reasonable enquiry of the extent permitted by lawProject Team only, Subscriber’s exclusive remedy and Company’s entire liability for a breach it is not actually aware of any matter which would at the date of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts Agreement give rise to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreementan actual Claim. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. In consideration of Section 3.1, during the Term of this Agreement the Publisher warrants that: (a) Company warrants that Cloud Service will perform substantially in accordance with The terms of the features Cover Sheet are complete and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement.accurate; (b) Company represents The Publisher Content on the Publisher Properties is legal to distribute, the Publisher owns or has the legal right to use and warrants that all such Professional Services shall be performed in a professional license the Publisher Properties and workmanlike manner in accordance with generally accepted industry standards. For the Publisher Content, and the Publisher Properties and the Publisher Content will not infringe any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the rethird-performance of the applicable Professional Services.party Intellectual Property Rights; (c) Company makes only The Publisher Properties do not, and will not during the limited warranties expressly stated in term of this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) contain any Order or Third Party Prohibited Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality as set out in any communication with Subscriber constitutes technical information, not a warranty or guarantee.Section 12.2 below; (d) CompanyThe Publisher Properties are free of any “worm”, “virus” or other device that could impair or injure any person or entity; (e) The Publisher will comply with all applicable laws and regulations in relation to the performance of this Agreement; (f) The Publisher has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein, and the execution of this Agreement and the performance of Publisher’s Cloud obligations by Publisher will not conflict with or cause a breach or violation of any agreement, law, regulation or other obligation to which Publisher is a party or subject; (g) The Publisher shall provide to Snack Media such technical information to assist in the design, implementation and selling of Advertising and the provision of the Services have not been tested in as requested by Snack Media within twenty-four (24) hours of Snack Media’s request; (h) The Publisher shall provide to Snack Media HTML codes, as requested, that provide click-through access to the Advertising from the Publisher Properties and all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses other reasonably relevant information as requested by Snack Media for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use proper performance of the Cloud Services. CompanyServices within twenty-four (24) hours of Snack Media’s Cloud Services are not specifically designed or intended for use in request; (i) storage The Publisher shall not manipulate the use of sensitivePublisher Properties by generating unjustified traffic or clicks through technical or other unjustified, personal informationunnatural or unsustainable means, including but not limited to (i) auto-bookmarking, auto-refreshing, auto-focusing, or changing a user's homepage; (ii) direct life support systems, serving any “404” impressions or serving impressions through pop-ups or pop-unders; (iii) nuclear facility operations, serving any impressions sent through fake video players or using i-frames; (iv) requiring users to view advertisements prior to using the Publisher Properties; or (v) providing incentives to view or click through the advertisements. Publisher shall at any time upon written request give Snack Media access within seven (7) days to the log files and any other relevant files or data of a Publisher Property to verify compliance with this Section 3.2(i); (j) At the Publisher’s own expense, the Publisher shall procure, maintain and operate all hardware, software, networks, systems and third-party services (e.g. internet access) necessary to (i) operate the Publisher (k) The Publisher shall enable Snack Media to access its live traffic statistics from Google Analytics (or any other traffic measurement system that Snack Media agrees to in writing) or otherwise provide any reasonable traffic statistics information in a low maintenance and reliable manner; (l) The Network Tags and Advertising are live on all of the Publisher Properties’ ad placement positions at all times and shall not be removed or displaced; (m) Within fourteen (14) days of the Effective Date, the Publisher shall provide Snack Media with full details of all available inventory on the Publisher Properties; (n) The Publisher shall provide Snack Media promptly and accurately with any reasonable information Snack Media may request; (o) The Publisher shall incorporate promptly and accurately any demographics tools into the Publisher Properties as may reasonably be required by Snack Media to maximise the Incoming Revenue (including without limitation Comscore and Quantcast), and the Publisher hereby agrees to provide any and all consents relating to information and ranking tools or similar hazardous environmentthat Snack Media may require to maximise the Incoming Revenue; (p) If the Publisher is responsible for the implementation of Network Tags, it must have the Network Tags live within fourteen (14) days of the Effective Date; and (q) The Publisher shall reasonably consider using the Fan Engagement Tools.

Warranties. (10.1 Each Party warrants that it has full power and authority to enter into this Agreement and to perform its obligations under it. 10.2 The Client warrants that: 10.2.1 the Client Assets shall not infringe any third party rights, including without limitation Intellectual Property Rights and rights of privacy; 10.2.2 the Client Assets shall not contain anything that is, in Suppliers reasonable opinion, obscene, blasphemous, defamatory, promotes or incites terrorism or hatred based on religion, race or disability, or is illegal pursuant to any applicable laws or regulations; 10.2.3 the Client Assets shall not contain any virus, worm, Trojan horse, adware, spyware or any other form of malicious content, code or software or similar technology or anything which may otherwise compromise Supplier’s Properties or assets; 10.2.4 the performance of its obligations under this Agreement shall not conflict with its obligations under any other agreement to which it is a party; 10.2.5 no third party litigation or claim is underway, pending or threatened which may prevent it fulfilling its obligations under this Agreement; 10.2.6 it shall comply and shall procure that its officers, employees, agents and sub-suppliers shall comply at all times with all applicable laws and regulations in respect of its receipt and usage of the Services, including but not limited to Privacy Laws; 10.2.7 it shall allow Supplier and its representatives such access to its premises and records on such occasions and at such times as Supplier shall reasonably require in order to perform its obligations under this Agreement and permit to make copies of any relevant documentation for the purposes of the same; 10.2.8 it shall provide an environment which: a) Company complies with all current applicable health and safety laws and regulations; b) allows safe access and working of Supplier employees, agents and sub- contractors; and c) provides adequate service access space for use by delivery people, engineers, or others, whether directly employed by Supplier or not, who may require access to the Client’s premises. 10.3 The Supplier warrants that: 10.3.1 the Supplier Assets shall not infringe any third party rights including without limitation Intellectual Property Rights and rights of privacy; 10.3.2 when accessing the Client’s premises, for the purposes of providing the Services, it shall comply with applicable health and safety law and any additional health and safety policies of the Client, where Supplier is notified in advance in writing of the same by the Client; 10.3.3 the performance of its obligations under this Agreement shall not conflict with its obligations under any other agreement to which it is a party; 10.3.4 no third party litigation or claim is underway, pending or threatened which may prevent it fulfilling its obligations under this Agreement; and 10.3.5 it shall comply and shall procure that Cloud Service will perform substantially its officers, employees, agents and sub-suppliers shall comply at all times with all applicable laws and regulations in accordance respect of its provision of its Services, including but not limited to Privacy Laws (provided always that the Client shall remain responsible for notifying the Supplier of any Client Specific Laws and any changes to them, and shall be responsible for any resulting costs incurred by the Supplier in relation thereto). 10.4 Except for the express warranties and conditions expressly contained or referred to in this Agreement, Supplier makes no other warranties or representations regarding the Services and all warranties, conditions and other terms express or implied statutory or otherwise in respect of compliance with descriptions, the features and functions described satisfactory quality or the fitness for purpose of the Services which are not expressly set out in this Agreement or a particular Statement of Work are excluded to the applicable Documentation. To the fullest extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 18.1 TMA represents, warrants and covenants to TRE as follows: (a) Company warrants that Cloud Service will TMA has the full right and legal authority to enter into and fully perform substantially this Agreement in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and terms; (b) issuesTMA is fully able to grant TRE the rights it grants herein and represents that these rights are granted free and clear of any and all claims and encumbrances and that the exercise by TRE of such rights will not infringe the rights of any third party; (c) TMA declares that it is authorized to grant the rights of use concerning the Articles of this Agreement and which are the subject of this Agreement and it vouches for the TRE’s right to the same. (d) TMA guarantees that referring to the production, problems utilization and exploitation of the Articles, all rights of manufacture and use required for the exploitation of the Articles as contemplated in this Agreement and attached Addendum have been duly acquired and do not infringe upon any personal or defects arising other rights of software utilization by a third party. TMA must hold TRE harmless in this matter from Third Party Content, Subscriber Data or Content, or and against claims made by third parties related to third parties holding rights on such Articles. (e) For the avoidance of doubt all rights wholly controlled by TMA shall be licensed to TRE for use of Cloud Service not in accordance with this Agreement without charge. (f) TMA declares and warrants that the rights hereby granted have neither been granted in whole nor in part to a third party, that a third party neither has the right to exercise them nor has been entrusted with the care of such rights and that TMA will not seek to exploit such rights itself. TMA indemnifies TRE as well as any other party who may obtain the rights granted in this Agreement from claims of a third party, which may be imposed in connection with the utilization of rights granted in this Agreement. (bg) Company represents This Agreement when executed and warrants that all such Professional Services shall delivered by TMA and TRE will be performed in a professional legal, valid and workmanlike manner binding obligations enforceable against TMA in accordance with generally accepted industry standards. For any its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally; (h) The execution, delivery and performances of this Agreement by TMA does not and will not violate or cause a breach of this warranty any other agreements or obligations to which it is a party or by which it is bound, and no approval or other action by any governmental authority or agency is required in Section 6.2(b)connection herewith; (i) Each of the foregoing representations, Subscriber’s exclusive remedy warranties and Company’s entire liability covenants shall be the re-performance true at all times. TMA acknowledges that each of such representations, warranties and covenants are deemed to be material and have been relied upon by TRE notwithstanding any investigation made by TRE; (j) TMA has not entered and will not enter into any agreement, commitment or other arrangement which affects or diminishes any of the applicable Professional Servicesrights herein granted to TRE. (k) The TMA gold master disks will be free from faults, bugs or other defects and capable of performing in accordance with the requirements imposed on developers of games for all formats granted to TRE and, to the extent that TRE is granted the relevant rights. (l) There is no litigation and TMA is not aware of any pending or threatened litigation in respect of the Articles. 18.2 TRE represents, warrants and covenants to TMA as follows: (a) TRE has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms; (b) This Agreement when executed and delivered by TRE and TMA will be legal, valid and binding obligations enforceable against TRE in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally; (c) Company makes only the limited warranties expressly stated in The execution, delivery and performances of this AgreementAgreement by TRE does not and will not violate or cause a breach of any other agreements or obligations to which it is a party or by which it is bound, and disclaims all no approval or other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant action by any governmental authority or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality agency is required in any communication with Subscriber constitutes technical information, not a warranty or guarantee.connection herewith; (d) Company’s Cloud Services have not been tested in Each of the foregoing representations, warranties and covenants shall be true at all situations under which they may be usedtimes. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results TRE acknowledges that each of such use; Company will representations, warranties and covenants are deemed to be material and have been relied upon by TMA notwithstanding any investigation made by TMA; (e) TRE is not entitled to transfer sub-license or assign any rights granted in this Agreement to a third party without TMA’s prior written consent (such consent not to be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentunreasonably withheld).

Warranties. 11.1 Each Party to this Agreement represents and warrants to the other Party that: 11.1.1 it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; 11.1.2 the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party to or by which it is otherwise bound; 11.1.3 when executed and delivered by such Party, this Agreement will constitute legal, valid and binding obligations of such Party, enforceable against such Party in accordance with its terms; 11.1.4 it shall perform its obligations under this Agreement in accordance with Applicable Law and with all due skill and care, in a prompt and professional manner and using appropriately skilled, experienced, and qualified employees, agents and sub-contractors; 11.1.5 there are no claims or proceedings existing or, to the best of that Party’s knowledge, pending before or by any arbitrator or any federal, state, local, or other governmental court or other regulatory body, with regard to any of its business that might affect its ability to meet and perform its obligations under this Agreement; and 11.1.6 except with respect to any applicable Gaming Approval, no material approval of, notice to, or registration, declaration or filing with, any Governmental Entity is, as of the date of this Agreement, known to be required (aafter due inquiry) Company to be obtained or made by or with respect to a Party in connection with the execution, delivery and performance of this Agreement. 11.2 WHG represents and warrants to the Customer that: 11.2.1 it has sufficient rights in the PAM Platform to grant the rights and licenses to Customer granted herein, and that Cloud Service will perform substantially WHG’s provision of, and Customer’s receipt and use of the PAM Platform and the PAM Services hereunder in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach terms of this warranty Agreement will not infringe the Intellectual Property Rights of any third party; 11.2.2 subject to fulfilling its licensing obligations pursuant to clause 9, it shall hold and maintain the Platform Provider License throughout the Term and any other licenses necessary to perform its respective obligations under this Agreement; 11.2.3 the PAM Platform will perform materially in Section 6.2(a), accordance with its Documentation at its option: (i) will all times during the Term; 11.2.4 WHG shall use commercially reasonable efforts to restore ensure no update or upgrade to the non-conforming Cloud Services so that they PAM Platform will materially decrease the features, functionality, or capabilities of the PAM Platform during the Term, unless the material reduction in features is done in order to comply with this warranty, Applicable Laws or (ii) if such restoration would not at the instruction of a Gaming Authority; 11.2.5 the PAM Platform shall be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not tested in accordance with this AgreementGood Industry Practice with the latest commercially available detection software for viruses and, to WHG’s knowledge, the PAM Platform does not contain any viruses or other harmful or malicious code; code and Customer will be notified within twenty-four (24) hours if the PAM Platform is found to contain any viruses or other harmful or malicious code; and 11.2.6 the PAM platform offers the Customer a testing environment in accordance with Good Industry Practice to allow for all Customer third party providers (subject to Customer’s reasonable request to WHG) to test integrations that are bug free and allow the Customer to view any new sprint cycles, upgrades, product launches or material changes to the product. (b) Company 11.3 The Customer represents and warrants to WHG that: 11.3.1 Customer and its Affiliates own or otherwise have obtained necessary rights to use the Brand Features and (as far as the Customer and its Affiliates are aware) that all such Professional Services shall be performed in a professional and workmanlike manner the use of the same in accordance with generally accepted industry standards. For any breach the terms of this warranty Agreement will not infringe the Intellectual Property Rights of any third party; 11.3.2 subject to fulfilling their licensing obligations pursuant to clause 9, the Customer and its Affiliates shall hold and maintain the Operator Licenses throughout the Term and any other licenses necessary to perform their respective obligations under this Agreement; and 11.3.3 the Customer and its Affiliates will market and promote the Gaming Site only in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Servicesaccordance with Applicable Law. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company 11.4 WHG does not warrant or otherwise guarantee that: (i) reported errors that the PAM Platform will be corrected or support requests free from error and that access to the PAM Platform will be resolved uninterrupted during the Term. Notwithstanding the foregoing WHG shall be obligated to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality ensure that the PAM Platform performs in any communication accordance with Subscriber constitutes technical information, not a warranty or guaranteethe Service Availability set out in the SLA. (d) Company’s Cloud Services have 11.5 The Customer agrees and acknowledges that WHG shall not been tested be held responsible or liable for any defects or errors in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for Games and/or the Cloud Services Sportsbook and the results of liability for any such use; Company will not defects or errors shall be liable for governed by the results obtained through SubscriberCustomer’s use of direct contractual relationship with the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in Sport Wagering Provider and/or the relevant Nominated Content Provider (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentas the case may be).

Warranties. (aThe Client represents and warrants: • that he/she is the author of the Work and is the owner of the copyright to all of its contents; that he/she has not engaged in plagiarism and that the Work, if fiction, represents no real event or person(s) Company warrants that Cloud Service will perform substantially could in accordance any way be deemed libelous and that, if nonfiction, does not misstate or omit any fact which would libel any person(s) or result in a person(s) being placed in a false or damaging light • that the Work does not infringe the copyright, trademark or privacy of any third party • that he/she is the owner of any trademarks and/or trade names associated with the features Work • that the Work does not constitute obscenity or hate literature and functions described that the author has the right to enter into this Agreement. • that the work has not been published in any format with any company or person that may still own proprietary rights to the Work, that the Work is original and that no part of the Work was taken from or based on any other literary, dramatic, music material, film or graphic arts except as identified in writing by the Client. • that the Work does not infringe upon any copy right or proprietary right, common law, or statutory law, and does not contain any material that is libelous or constitutes a violation of privacy rights. YOUR COMPANY will begin work on the project in 7-21 DAYS after receipt of full payment of requested services as indicated on this contract. • YOUR COMPANY shall make no changes in, additions to, or eliminations from the manuscript without the consent of the Client, and in order to obtain such consent, the publisher shall submit the modified manuscript to the Client for approval. The Client agrees to return such proof to the publisher with corrections within thirty (30) days of the receipt thereof. However, the Client agrees to reasonable edits to allow the Work to conform to Publisher requirements, and correcting spelling and grammar errors, etc... as necessary to satisfy paid services as listed in the applicable Documentationinvoice. To THE RIGHTS TO YOUR WORK The Client acknowledges and agrees that YOUR COMPANY acquires no right of ownership to the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with Work under this Agreement. (b) Company represents ; that YOUR COMPANY, according to the contract is a provider of limited services only and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be assumes no responsibility for reviewing or correcting the re-performance content of the applicable Professional Services. (c) Company makes only Work outside the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use responsibility of the Cloud Services. Company’s Cloud Services are not specifically designed or intended editing services contracted for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentthis project.

Warranties. Each party represents and warrants to the other party that to its actual knowledge at the Effective Date it has: full power and authority to enter into and perform its obligations under this Agreement; taken all necessary actions and obtained all authorisations, licences, consents and approvals, to allow it to enter into this Agreement. UNSW does not provide any warranties (aexpress or implied) Company warrants regarding the accuracy or reliability of the Confidential Information and the Recipient acknowledges UNSW excludes all liability for loss or damage that Cloud Service may be suffered or incurred by the Recipient because of using or relying on the Confidential Information. This clause 8 applies to any Dispute which arises between the parties in connection with this Agreement. Each party must follow the dispute resolution process in this clause before it commences litigation or takes similar action, except to seek an urgent injunction or declaration. If a party considers that a Dispute has arisen (Initiating Party), it must give notice in writing of the Dispute to the other party (Receiving Party), setting out reasonable particulars of the matters in dispute (Dispute Notice). Within twenty (20) Business Days of the service of the Dispute Notice by the Initiating Party on the Receiving Party, in the case of UNSW, the relevant Deputy Vice-Chancellor (or equivalent) or their delegate and in the case of the Recipient, its Chief Executive Officer, or their delegates who have appropriate authority to resolve the Dispute will perform substantially meet (in person or by telephone or video conference) and attempt to resolve the Dispute in good faith. O ption – Dispute to be resolved through mediation If the Dispute is not resolved within twenty (20) Business Days after the Dispute is referred to Senior Representatives, the parties will endeavour to settle the Dispute by mediation administered by the Australian Disputes Centre (ADC) before having recourse to litigation. Where a Dispute is referred to mediation under clause 8.4 above: the mediation shall be conducted in accordance with the features and functions described in ADC Guidelines for Commercial Mediation operating at the applicable Documentationtime the matter is referred to ADC (Guidelines). To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach terms of the Guidelines are hereby deemed incorporated into this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with Agreement. this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use clause 8 shall survive termination of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company 12.1 The Supplier warrants to the Customer that Cloud Service will perform substantially it shall produce, handle, store and transport Serum Products and all materials and components used in their production with skill, competence, care and attention and in accordance with all appropriate legislation, regulations and other requirements of any appropriate regulatory authority which apply from time to time. 12.2 The Supplier warrants to the features Customer that the Serum Products shall be of satisfactory quality and functions described shall conform with the Technical Agreement and that the Supplier shall comply with the Technical Agreement and the requirements of all SOPs referred to therein in all respects. 12.3 The Supplier warrants to the Customer that the Serum Products are and shall continue to be, until title to them is transferred to the Customer (which shall occur when the Serum Products are delivered to the Customer or its agent pursuant to clause 5.8 above), its absolute property, free from any mortgage, charge, pledge, lien or third party right or interest of any kind, but for the avoidance of doubt, this clause 12.3 shall not operate to restrict the Supplier from offering its assets, other than Serum Products and the production stages thereof, as security for indebtedness which it incurs in the normal course of its business. 12.4 The Supplier warrants to the Customer that it shall keep all sheep used or to be used in the production of Serum Products at its facility separately from any other livestock thereat in an appropriate manner and to appropriate standards prescribed by legislation for the use of the same in such production including, without limitation, by providing veterinary services therefor. 12.5 The Supplier warrants to the Customer that it shall comply with all legislative or regulatory requirements imposed upon it by virtue of the performance of its obligations or the exercise of its rights pursuant to this agreement, including but not limited to the: (i) Animal Welfare Act 1993 (Tasmania); (ii) Animal Health Act 19▇▇ (▇▇▇▇ania); (iii) Environmental Manage▇▇▇▇ ▇▇▇ Pollution Control Act 1994 (Tasmania); (i▇) ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇993 (Tasmania); (v) Export Control Act 1▇▇▇ (▇▇▇monwealth); (vi) Workplace Health ▇▇▇ ▇▇▇ety Act 1995 (Tasmania); and (vii) Workers Rehabili▇▇▇▇▇▇ ▇nd Compensation Act 1986 (Tasmania); an▇, ▇▇ ▇▇e extent applicable, that it has given due consideration thereto and to any other appropriate legislation in preparing the SOPs, such that the SOPs, and the manufacture of Serum Products and the upkeep of the sheep used therein in accordance with such SOPs, comply and shall comply with such requirements. 12.6 The Supplier warrants that it shall comply with the Trade Practices Act 1974 (Commonwealth) in the provision of services to the ▇▇▇▇▇▇▇▇ pursuant to this agreement. 12.7 Each party warrants to the other that it has obtained all corporate authorisations and all other applicable Documentation. To governmental, statutory, regulatory or other consents, licences, waivers or exemptions required to empower it to enter into and to perform its obligations under this agreement. 12.8 Each party warrants to the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for other that its entering into this agreement will not be a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentagreement to which it is a party.

Warranties. 14.1 Each of the parties warrants that: (a) Company warrants it has full power and authority to carry out the actions contemplated under this agreement, and that Cloud Service its entry into and performance under the terms of this agreement will perform substantially not infringe the rights of any third party or cause it to be in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts any obligations to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement.a third party; (b) Company represents and warrants that all such Professional Services shall be performed it will perform the Project in a professional manner with reasonable skill and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b)care, Subscriber’s exclusive remedy using suitably qualified personnel, and Company’s entire liability shall be will use all reasonable endeavours to achieve the re-performance objectives of the applicable Professional Services.Project; (c) Company makes only all information, data and materials provided by it to the limited warranties other pursuant to this agreement will be, to the best of its knowledge, accurate and complete in all material respects, and it is entitled to provide the same to the other without recourse to any third party. 14.2 Except as expressly stated provided in this Agreementagreement, there are no conditions, warranties or other terms binding on the parties with respect to the actions contemplated by this agreement. Any condition, warranty or other term in this regard which might otherwise be implied or incorporated into this agreement, whether by statute, common law or otherwise, is, insofar as it is lawful to do so, hereby excluded. 15.2 This agreement shall come into effect on the Effective Date and, subject to the remaining terms of this agreement, shall continue in full force and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness effect for a particular purposeperiod of three years and thereafter shall be subject to review by all parties. Company does not warrant This will take the form of a report being produced for consideration by the JES advisory board. The board will then make a recommendation to renew or otherwise guarantee that: (i) reported errors amend the existing agreement. This recommendation will be corrected or support requests will reported to the appropriate decision making forum in each organisation for formal acceptance of the renewed agreement. Any party shall be resolved entitled to meet Subscribersterminate this agreement at any time by notice in writing giving not less than six months’ needswritten notice to the other parties if (a) another party is in material breach of this agreement which breach is irremediable or, if remediable, is not remedied by the defaulting party within 30 days of being requested to do so by Cardiff Council.; or (iib) another party is in breach of any Order or Third Party Content will of its confidentiality obligations under clause 12. Any party shall be uninterruptedentitled to terminate their participation in this agreement by notice to the other parties in the event that they cannot agree with Cardiff Council the level of contributions to be made by them to the Pooled Budget for the next financial year pursuant to clause 4.1. Such termination shall take effect at the end of the then current financial year, error freeor, fail-safewhere discussions on contribution continue past this date, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteeas soon as the notice is issued. (d) Company’s Cloud Services have not been tested 15.4 In the event of a notice being issued pursuant to clause 15.3, Cardiff Council shall be entitled to terminate this agreement in all situations under which they may be used. Subscriber is solely responsible for determining its entirety by notice in writing to the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentparties.

Warranties. (a) Company A. Yoee represents and warrants that Cloud Service will perform substantially in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its optionthat: (i) will it is the owner or authorized licensee of the Services; (ii) it has the right to provide the Services to TDS; and (iii) it shall use commercially reasonable efforts to restore maintain the non-conforming Cloud availability of the Services. B. This warranty shall be null and void if TDS (i) fails to use the Services so that they comply in accordance with the documentation and this warranty, or Agreement; (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or fails to use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, required Updates; or (iii) makes any Contentunauthorized change to the Services. Furthermore, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services Yoee shall have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriberno liability to TDS whatsoever if TDS’s use of a Third Party Product proximately causes the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in failure of performance under Article 10.A. C. Yoee (i) storage of sensitive, personal information, MAKES NO OTHER WARRANTY WITH RESPECT TO THE SERVICES OR ANY PRODUCTS OR SERVICES PROVIDED BY YOEE; (ii) direct life support systems, MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THIRD PARTY PRODUCTS; AND (iii) nuclear facility operationsEXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. D. Subject to Article 7.A, in the event of a claim by a third party TDS due solely to an alleged breach of a warranty set forth in Article 9.A(i) or 9.A(ii), Yoee will defend TDS and hold TDS harmless against such claim; provided that (ivi) TDS notifies Yoee of such claim within 30 days after it becomes aware of the claim; (ii) Yoee controls the defense and any other similar hazardous environmentsettlement of such claim; and (iii) TDS cooperates in Yore’s defense of the claim. Furthermore, if Yoee is found to be in breach of a warranty set forth in Article 8.A, Yoee shall, at its option and expense, modify or replace the component of the Services causing the breach or, in the case of a breach of Article 9.A(i) or 9.A(ii), may instead obtain for TDS the right to continue to use such component of the Services.

Warranties. (a) Company 5.1 Each Party warrants that Cloud Service the performance by such Party of any of the terms and conditions of this Agreement on its part to be performed does not and will perform substantially in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for not constitute a breach of this warranty in Section 6.2(a)any other material agreement or understanding, at its option: (i) will use commercially reasonable efforts written or oral, to restore the non-conforming Cloud Services so which it is a party. 5.2 TPTX warrants that they comply with this warrantythere are no adverse proceedings, claims or actions pending, or (ii) if such restoration would not be commercially reasonableto the best of TPTX’s knowledge, Company may terminate threatened, relating to any TPTX Proprietary Information as of the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or PreviewsEffective Date, and (b) issuesTPTX shall, problems or defects arising from Third Party Contentto the best of its knowledge, Subscriber Data or Content, or use have the full right and legal capacity to disclose and deliver TPTX Proprietary Information pursuant to the terms of Cloud Service not in accordance with this Agreement. (b) Company represents and Agreement without violating the rights of third parties. TPTX further warrants that all such Professional Services shall be performed in a professional it has the full right and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in legal capacity to execute this Agreement, without violating the rights of third parties. 5.3 Each Party warrants that it will observe all applicable regulations, rules, codes, legal and disclaims all other warrantiesregulatory guidance and laws in performing the Project or Eisai’s Collaborative Research Work, including without limitationas applicable. 5.4 TPTX warrants that each report required to be delivered pursuant to Section 3.2(a) shall be prepared by TPTX in good faith. *** Confidential Treatment Requested 5.5 Except as expressly set forth herein, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES, IN ALL CASES WITH RESPECT THERETO. Without limiting the implied warranties generality of merchantability and fitness for a particular purpose. Company the foregoing, each Party expressly does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use success of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentProject.

Warranties. 7.1 Existing Shareholders and the Company warrant that: 7.1.1 Existing Shareholders and the Company make representations and warranties to Party B according to the terms of Appendix 2 hereto; 7.1.2 Existing Shareholders and the Company acknowledge that Party B’s execution of the Agreement relies on these undertakings as mentioned in Article 5. Each undertaking or warranty shall be deemed independent from others and (aunless otherwise expressed) Company shall not be limited or restricted by any other warranties or undertakings or any other provisions of the Agreement; 7.1.3 Warranties shall be deemed to be made on the basis of the existing facts and circumstances on the date of the Agreement and prior to the Completion Date of Equity Transfer and Capital Increase; 7.1.4 Existing Shareholders undertake to notify Party B in writing immediately when they are aware of any fact or event which may cause any warranty to be untrue or incorrect or misleading in any aspect; and 7.1.5 Existing Shareholders agree to assume all economic and legal liabilities and compensate Party B for any direct or indirect losses in case of breach of their undertakings or Warranties hereunder. 7.2 PAMC Group warrants that Cloud Service will perform substantially that: 7.2.1 Party A and Party B are entities duly incorporated and existing in accordance with the features laws of the places where they are registered; Party A and functions described Party B are related parties in the applicable Documentation. To interests and the extent permitted parties acting in concert in the performance of the Agreement; Both the parties shall share equally the liabilities for payment and others as mentioned herein and guarantee mutually for the liabilities assumed by law, Subscriber’s exclusive remedy them. 7.2.2 Execution and Company’s entire liability for a breach performance of this warranty in Section 6.2(a), at its option: the Agreement by Party A and Party B: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or Are within their respective power and business scope; (ii) if such restoration would Necessary activities and procedures have been taken, including, but not be commercially reasonablelimited to, Company may terminate the Order for the non-conforming Offering authorization, examination, approval, internal decisions and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not other approval have been obtained in accordance with this Agreementthe law; and (iii) Shall not violate any law or contract binding upon them. 7.2.3 The Agreement shall, once executed, constitute legal and effective obligations binding upon Party A and Party B; 7.2.4 Party A and Party B make undertakings to Party C that they shall abide by all provisions of the Agreement; 7.2.5 Party A and Party B shall assume all economic and legal liabilities and compensate Party C for the losses as a result of their violation of the aforesaid Warranties and undertakings; 7.2.6 If Party A and Party B fail to pay Party C the Total Conversion Price according to Article 6 hereof (b) Company represents and warrants that all such Professional Services shall be performed except for non-payment under the circumstances as specified in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(bArticle 6 hereof), Subscriber’s exclusive remedy Party C may issue a written notice to Part A and Company’s entire liability shall be the re-performance of the applicable Professional Services.Party B, (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved Requiring Party A and/or Party B to meet Subscribers’ needs, perform its/their obligations continually; or (ii) any Order or Third Terminating the Agreement, in which case, Party Content will B shall be uninterruptedentitled to require the Company to refund the Capital Increase Amount paid by Party B, error freeand the Company and Existing Shareholders shall assist in handling all necessary procedures for refunding such Capital Increase Amount paid. After the Company has refunded such Capital Increase Amount paid, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber Party B shall cooperate with the Company and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality Existing Shareholders in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) signing all relevant legal documents and completing all necessary industrial and commercial procedures and restoring the Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber registered capital and shareholders’ equity proportion to the original status when the Agreement is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentsigned.

Warranties. 5.1 The Seller represents and warrants to the Buyer as follows: (a) Company warrants that Cloud Service will the Seller has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform substantially in accordance with its obligations under this Agreement and the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement.Ancillary Agreements; and (b) Company all of the Shares are fully-paid or properly credited as fully-paid and the Seller is the sole legal and beneficial owner of them free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever. 5.2 The Seller acknowledges that the Buyer has entered into this Agreement and the Ancillary Agreements in reliance upon the warranties contained in clause 5.1. 5.3 Except as regards the Buyer's and each Buyer Party's representations and warranties in clause 5.4, and except for fraud and deliberate malfeasance, the Seller agrees to waive the benefit of all rights (if any) which the Seller may have against the Company, or any present or former officer or employee of the Company, on whom the Seller may have relied in agreeing to any term of this Agreement and the Seller undertakes not to make any claim in respect of such reliance. 5.4 The Buyer and each Buyer Party represents and warrants that to the Seller as follows: (a) it has obtained all such Professional Services shall be performed in corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement and the Ancillary Agreements to which it is a professional party; (b) the Company has obtained all corporate authorisations and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b)all other applicable governmental, Subscriber’s exclusive remedy statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and Company’s entire liability shall be perform its obligations under the re-performance of the applicable Professional Services.Ancillary Agreements to which it is a party; and (c) Company makes only there is no agreement (whether in writing or otherwise) or any present intention or negotiations by or on behalf of the limited Buyer or any member of Buyer's Group, to issue, transfer or otherwise dispose of any equity interest in the Company, or transfer or otherwise dispose of all or substantially all of the assets of the Company, to a third party. 5.5 The Buyer and each Buyer Party acknowledges that the Seller has entered into this Agreement and the Ancillary Agreements in reliance upon the warranties expressly stated contained in clause 5.4. 5.6 Except as regards the Seller's representations and warranties contained in clause 5.1 and except for fraud and deliberate malfeasance, the Buyer and each member of the Buyer's Group that is a party to this Agreement agrees to waive the benefit of all rights (if any) which it may have against the Seller or any member of the Seller's Group or any present or former officer or employee of the Seller or any member of the Seller's Group on whom it may have relied in agreeing to any term of this Agreement and undertakes not to make any claim in respect of such reliance. 5.7 Each of the warranties in this Agreement, clause 5 shall be construed as a separate warranty and disclaims all shall not be limited or restricted by reference to or inference from the terms of the other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentterm of this Agreement.

Warranties. (a) Company 14.1 The Customer warrants that: 14.1.1 it is either the Owner of the Goods or the authorised agent of the Owner of any Goods in respect of which the Customer instructs the Company; 14.1.2 it is authorised to agree to these trading terms and conditions on behalf of any person or company that it represents; 14.1.3 in the event that the Customer acts as the authorised agent of the Owner of the Goods, that the Owner is bound by these standard terms and conditions; 14.1.4 its annual turnover exceeds the thresholds set out in the Consumer Protection Act 68 of 2008 and the National Credit act of 34 of 2005, and, in any event, warrants that Cloud Service will perform substantially is annual turnover exceeds R2 million per annum; 14.1.5 if the Customer is a close corporation or limited liability company, then its members and/or directors personally guarantee, jointly and severally, the due performance of all the obligations of the Customer to the Company and the representative of the Customer warrants that he is duly authorised to bind such members and/or directors and act as the Customer’s agent in accordance all his dealings with the features Company; 14.1.6 all information provided is accurate and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy comprehensive and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, no necessary or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previewspertinent information has been withheld, and the Customer indemnifies the Company against all claims, penalties, fines, damages (bdirect and indirect) issues, problems or defects and expenses arising from Third Party Content, Subscriber Data or Content, or use as a result of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty undertaking; 14.1.7 the Goods concerned are suitable for the type and mode of carriage contemplated in Section 6.2(b)or on the transport device concerned, Subscriber’s exclusive remedy and Company’s entire liability that the transport device is in a proper condition to carry the Goods safely and complies with the requirements of all relevant transport authorities and Carriers; 14.1.8 the Goods comply with all relevant laws and regulations; 14.1.9 the Goods are accompanied by all necessary completed documents, save to the extent that the Company has undertaken to prepare or procure this, failing which the Company shall be entitled to withhold delivery until the re-performance document has been provided; 14.1.10 the Goods are appropriately stowed, marked, and labelled, and properly packed to withstand handling and storage; 14.1.11 it has the requisite International Maritime Dangerous Goods Code (IMDG) certification to handle hazardous Goods, where applicable. 14.1.12 no claims shall be made against any director, member, servant, employee or agent of the applicable Professional ServicesCompany in their respective personal capacities which imposes or attempts to impose upon them any liability in connection with the rendering of any services which are the subject of these trading terms and conditions or any act or omission arising during the course and scope of their employment, and it hereby waives all and any such claims. (c) 14.2 No warranties or representations by the Company makes only to the limited warranties Customer shall be valid or binding unless expressly stated contained in this Agreement, writing and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for made by a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use representative of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use Company with the actual authority of the Company to do so, in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentresponse to a written enquiry specifying accurately and in complete detail what information is required.

Warranties. 6.1 Auragen represents, warrants and covenants to Zap.▇▇▇ ▇▇ a continuing basis that: (a) Company warrants that Cloud Service will perform substantially in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts Auragen has full corporate power to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with enter into this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance As of the applicable Professional Servicesdate hereof Auragen is the sole author/creator of all ZapBox Items and Auragen Materials. (c) Company makes only Auragen has the limited warranties expressly stated in full authority necessary to perform its obligations under this Agreement, and disclaims all to grant the licenses and rights contemplated hereunder without the consent of any other warranties, person or entity (including without limitation, the implied warranties any owner of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) Software and any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteerelated IP Rights). (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber Neither the ZapBox Items, the Auragen Materials nor the Documentation is solely responsible subject to any liens or encumbrances. (e) To the best of Auragen's knowledge, neither the ZapBox Compilation nor the Development Plan misappropriates or otherwise violates the IP Rights of any third party, and Auragen has no knowledge of any basis for determining a claim of such infringement, misappropriation or violation. (f) Neither the appropriate uses for Auragen Materials, the Cloud Services Source Code nor the Documentation infringes, misappropriates or otherwise violates the IP Rights of any third party. (g) Each of the ZapBox Deliverables, the Network Site Deployment Code and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in Customized Programs (i) storage of sensitivehas been and will be designed, personal informationdeveloped and installed in a workmanlike and professional manner, (ii) direct life support systemsis free from defects in workmanship and material or any defects that prevent it from operating in accordance with the applicable Specifications. (h) Each of the ZapBox Deliverables, the Network Site Deployment Code and the Customized Programs operates substantially in accordance with the applicable Specifications, and will continue to do so for a period of ninety (iii90) nuclear facility operationsdays after the issuance of a Certificate of Acceptance for such ZapBox Deliverable (the "WARRANTY PERIOD"). A ZapBox Deliverable will be deemed to be operating substantially in accordance with applicable specifications if it can be accessed by 80% of all possible Internet users and performs all the Critical Functions identified in the applicable Scope of Work, 98% of the time. (i) All Software included in a ZapBox Deliverable, the Network Site Deployment Code or the Customized Programs will consistently perform in such that Zap.▇▇▇ ▇▇▇l not experience any abnormal ending of programs, or (iv) invalid or incorrect results from the Software related to the year 2000 data element or special dates such as 02/29/00. Auragen warrants that the Software will accommodate the "Turn of the Century" and all data elements impacted by this event. This warranty shall not apply with respect to any other similar hazardous environmentfailure arising out of the combination with or utilization of any other software or equipment not provided to Zap.▇▇▇ ▇▇ or upon the recommendation of Auragen, or to any failure caused by modifications to the Software not made by or authorized by Auragen. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6.2 If a nonconformity from any of the warranties made herein appears or is discovered in the Software or other technology in any of the ZapBox Deliverables, Network Site Deployment Code or Customized Programs during the term of this Agreement, Auragen shall communicate this fact orally and in writing to Zap.▇▇▇, ▇▇d Auragen shall promptly take any and all steps necessary to correct such nonconformity and Auragen will thereupon promptly deliver to Zap.▇▇▇ ▇▇▇ Source Code for the corrected Software and technology. Notwithstanding anything herein to the contrary, Auragen shall not be entitled to any compensation for any Services rendered by Auragen pursuant to this Section 6.2 for any nonconformity occurring during any Warranty Period

Warranties. (a) Company warrants 8.1 The Member covenants warrants, represents and undertakes to and with Directors UK that Cloud Service will perform substantially the Member: 8.1.1 is free to enter into this Agreement and grant all the rights granted to Directors UK and is in accordance with the features and functions described Act an owner of the copyright in any of the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts Works or is otherwise entitled to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not receive payment in accordance with this Agreement.agreement free from all encumbrances; (b) Company represents 8.1.2 is not under and warrants that will not during the continuance of the Member’s membership of Directors UK hereunder enter into any obligation which may undermine or conflict with this Agreement or prejudice the grant of rights hereunder in any way; 8.1.3 will give such documents as Directors UK may reasonably require to enforce the Rights and do all such Professional Services acts as are necessary to vest the rights in Directors UK and enable Directors UK to enforce all or part of the Rights; 8.1.4 has not done or failed to do and will not do or fail to do anything which might enable or induce any person to claim that they are entitled to any right which conflicts with the Rights or that Directors UK is not entitled to exercise those Rights; 8.1.5 if requested by Directors UK will insert or procure the insertion in each relevant contract entered into with a third- party a clause expressly reserving to Directors UK the Rights and to make such contract subject to this Agreement or such other provisions as may, from time to time, be reasonably required by Directors UK to be so included in order that it is able to carry out its obligations under this Agreement or any other agreement or to comply with its Articles; 8.1.6 will refrain from licensing any of the Rights and from otherwise dealing with Rights which have been assigned or otherwise transferred to Directors UK; 8.1.7 will avoid doing anything which is likely to prejudice Directors UK’s ability to meet its obligations to the Member and to Directors UK’s other members; 8.1.8 is and will remain during the period covered by this Agreement a “qualifying person” within the meaning of Section 154 of the Act; 8.1.9 has no claims or actions or proceedings pending or threatened which affect or relate to the Rights in the Works granted and that the Member shall forthwith notify Directors UK of any such claims or actions or proceedings upon receiving notice of the same; 8.1.10 will ensure that the information contained in the Notification Form for any of the Works shall be performed true and accurate; 8.1.11 is a Director of each Film referred to in a professional each Notification Form; and 8.1.12 will forthwith inform Directors UK if for any reason the Member is no longer entitled to all or part of the Royalties and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability Royalties already paid which the Member is not entitled to shall be refunded to Directors UK or shall be set-off against future payments due to the re-performance of the applicable Professional ServicesMember. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. Debtor hereby warrants and agrees that: (a) Company warrants that Cloud Service will perform substantially in accordance with Debtor has unencumbered fee simple title to the features Collateral and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of right to give this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or PreviewsSecurity Agreement, and (b) issues, problems ▇▇▇▇▇▇ will defend Secured Party's title to the Collateral against all claims and demands of all persons at any time claiming the same or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement.any interest therein; (b) Company represents and warrants that all such Professional Services shall be performed Debtor will file a UCC-1 statement on the Collateral in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance office of the applicable Professional Services.Clerk of Superior Court of Glynn County, Georgia; (c) Company makes only Debtor will keep and maintain the limited warranties expressly stated Collateral at Debtor's place of business indicated, unless Secured Party shall otherwise consent in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee.writing; (d) Company’s Cloud Services have not been tested Debtor has full title to the Collateral and will at all times keep the Collateral free of all liens and claims whatsoever, other than the security interest hereunder and a UCC-1 statement filed in favor of Secured Party; (e) No prior Financing Statement, other than the UCC-1 statement provided for in paragraph (b) of this Item 1, covering any of the Collateral is on file in any public office, and Debtor will, from time to time, on the request of Secured Party, execute such Financing Statement and other documents (and pay the costs of filing or recording the same in all situations public offices deemed necessary by Secured Party) to secure the payment of the Liabilities; (f) Until the Note has been paid in full, Debtor will not sell, transfer, or otherwise dispose of any of the Collateral or any interest therein except with the prior written consent of Secured Party; (g) Debtor will at all times keep the Collateral in first-class order and repair, except any loss, damage or destruction which is fully covered by proceeds of insurance; and (h) Debtor will at all times keep the Collateral insured against loss, damage, theft and other risks, in such amounts, companies and under such policies and in such form, all as shall be reasonably satisfactory to Secured Party, which they policies shall provide that loss there under shall be payable to Secured Party, as its interest may appear and Secured Party may apply any proceeds of such insurance which may be used. Subscriber is solely responsible received by it for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use payment of the Cloud Services. Company’s Cloud Services are Liabilities, whether or not specifically designed due, in such order of application as Secured Party may determine, and such policies or intended for use in (i) storage certificates of sensitiveinsurance shall, personal informationif Secured Party so requests, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentbe deposited with Secured Party.

Warranties. (a) Company warrants that Cloud Service 13.1 You warrant that: 13.1.1 you are entitled to and will perform substantially process the Tele Prospects Data in accordance compliance with the features Data Protection Law and functions described you are not aware of any circumstances likely to give rise to breach of any of the Data Protection Law in the applicable Documentationfuture (including any Security Breach); 13.1.2 you will take appropriate technical and organisational measures against the unauthorised or unlawful Processing of the Tele Prospects Data and against the accidental loss or destruction of, or damage to, the Tele Prospects Data to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful Processing or accidental loss, destruction or damage; 13.1.3 you will take reasonable steps to ensure compliance with those measures; and discharge your obligations under this agreement with all due skill, care and diligence; 13.1.4 as far as you are aware, the Processing of the Tele Prospects Data under this agreement will not infringe the Intellectual Property Rights of any third party; 13.1.5 you will notify us of any contacts within the Tele Prospects Data who have notified you of their withdrawal of their explicit consent to use their Data for the Business Purpose or otherwise or to transfer their personal Data to any country whose laws may provide a lower standard of data protection than exists in the European Economic Area; 13.1.6 any documents or other items you mail or email by use of the Tele Prospects Data will at all times comply with the British Code of Advertising Practice, the British Code of Sales Promotion Practice and contain nothing which infringes copyright or any other right of any third party, shall not be defamatory, obscene, indecent or otherwise illegal or unlawful. To You shall upon our request forthwith supply to us copies of any such documents or materials; 13.1.7 you, or those calling on your behalf, shall at all times adhere to telemarketing legislation and Good Industry Practice as set out in the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Communications Act 2002 and that any telephone scripts will all times comply with ICSTIS rules. 13.2 Tele Prospects warrants that: 13.2.1 we have full rights to license Tele Prospect Data to You for the Business Purpose; 13.2.2 Tele Prospects Data has been collected in compliance with the Data Protection Law; 13.3 We do not warrant that the Tele Prospects Data: 13.3.1 is accurate, complete, reliable, secure, useful, fit for purpose or timely; 13.3.2 has been tested for use by you or any third party; or 13.3.3 will be suitable for or be capable of being used by you for the Business Purpose. 13.4 Except as expressly stated in this agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise upon us, are hereby excluded by us to the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company 13.1 The Customer hereby irrevocably and unconditionally acknowledges and agrees that the Licensed Software or the Product, as the case may be, is licensed and provided to the Customer subject to the Licensor’s warranties, and the Customer hereby irrevocably and unconditionally agrees that such warranties shall apply exclusively between the Licensor and the Customer according to the Licensor’s terms. 13.2 The Customer hereby acknowledges and agrees that it shall have no claim against Performanta in the event of any breach of the Licensor’s warranties, and that Performanta shall not be responsible for the repair or replacement of any faulty or defective Licensed Software or Product, or component thereof, unless otherwise agreed between the Parties in writing and set out in the Order. 13.3 Each Party hereby warrants that Cloud Service will perform substantially to the other that: 13.3.1 it has the requisite authority and capacity to enter into this MTC Agreement; 13.3.2 it shall at all times comply with all Applicable Laws; and 13.3.3 this MTC Agreement constitutes an MTC Agreement valid and binding on it and enforceable against it in accordance with its terms. 13.4 Further to the warranties provided above, Performanta warrants to the Customer that, in respect of the Services: 13.4.1 to the extent applicable, it is authorised to sub-license the Licensed Software to the Customer in accordance with the features and functions described in the applicable Documentation. To provisions of this MTC Agreement; 13.4.2 to the extent permitted by lawapplicable, Subscriber’s exclusive remedy and Company’s entire liability for a breach it is authorised to re-sell the Product to the Customer in accordance with the provisions of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts MTC Agreement; 13.4.3 it has the necessary resources and skills to restore the non-conforming Cloud Services so that they comply with its obligations in terms of this warrantyMTC Agreement; 13.4.4 it will perform the Services in a proper, or (ii) if such restoration would not be commercially reasonableprofessional and workmanlike manner, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this MTC Agreement; 13.4.5 to the extent applicable, it will comply with all relevant laws and/or regulations and/or industry codes of conduct in the provision of the Services; and 13.4.6 it has obtained and shall maintain in force all approvals, consents, licences, permissions, authorisations, permits, notifications or any other authorisations as may be required from any relevant governmental authority or a third party from time to time for the provision of the Services and/or the Licensed Software. (b) Company represents and 13.5 Further to the warranties provided above, the Customer warrants that all such Professional Services to Performanta that: 13.5.1 it shall not to do anything or omit the doing of anything, which is likely to adversely affect or reflect on the name or business or goodwill of Performanta; 13.5.2 it is authorised to use the Product, the Licensed Software and/or receive the Services, as may be performed in a professional and workmanlike manner applicable, in accordance with generally accepted industry standards. For any breach the provisions of this warranty in Section 6.2(b)MTC Agreement; and 13.5.3 it has and complies with all the necessary licences, Subscriber’s exclusive remedy certificates, authorisations and Company’s entire liability shall consents required to use the Product, the Licensed Software and/or receive the Services, as may be applicable, and maintain the re-performance of the applicable Professional ServicesIT Environment. (c) Company makes only 13.6 The Customer acknowledges and agrees that the limited warranties expressly stated Licensed Software or Product, as the case may be, is provided to the Customer in terms of this AgreementMTC Agreement on an “as is” basis, and disclaims all save as expressly set out herein, no other warrantieswarranties are made by Performanta, including without limitationwhether express, implied in law or residual, in connection with the Product, the implied Licensed Software and/or the Services, including, but not limited to, any warranties in respect of reliability, merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteewhich are expressly disclaimed. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company 12.1 Lonza warrants that Cloud Service will perform substantially in accordance with that: 12.1.1 the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional accordance with this Agreement and workmanlike manner the Quality Agreement, all Applicable Laws and with reasonable skill and care; 12.1.2 the Facility will at all times be maintained as required under the Project Plan, including any maintenance recommended by manufacturers of Capital Equipment, staffed with appropriately trained and qualified personnel and will be operated with reasonable skill and care in accordance with generally accepted industry standards. For Applicable Laws; 12.1.3 except with respect to any breach development services and Engineering Batches, the manufacture of this warranty in Section 6.2(b), Subscriber’s exclusive remedy the Final Product and Company’s entire liability Intermediate shall be performed in accordance with cGMP and will meet the re-Specifications at the date of delivery; 12.1.4 it or its Affiliate holds all necessary permits, approvals, consents and licenses to enable it to perform the Services at the Facility; 12.1.5 as of the Effective Date, (i) all Lonza Trade Secrets, Lonza Materials and Lonza’s Background Intellectual Property are owned by Lonza or Lonza is otherwise entitled to use them for the purposes of providing the Services under this Agreement; and (ii) and to the best of its knowledge, the use of the Lonza Trade Secrets, Lonza Materials and Lonza’s Background Intellectual Property for the performance of the applicable Professional ServicesServices shall not infringe any Third Party intellectual property rights; 12.1.6 it has the necessary corporate authorizations to enter into and perform this Agreement; and 12.1.7 it will notify Customer in writing promptly if it receives or is notified of a claim from any third party that the use by Lonza of any Lonza Trade Secret, Lonza Materials and/or Background Intellectual Property of Lonza (if any) infringes any Intellectual Property or other rights of any third party. (c) Company makes only 12.2 Customer warrants that: 12.2.1 as of the limited warranties expressly stated in this AgreementEffective Date, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved all Customer Information, Customer Materials and Customer’s Background Intellectual Property are owned by Customer or, to meet Subscribers’ needsthe best of Customer’s knowledge, Customer is otherwise entitled to use them and permit Lonza to use them for the purposes of providing the Services under this Agreement and (ii) any Order or Third Party Content will be uninterruptedto the best of Customer’s knowledge, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. CompanyCustomer Information, Customer Materials and Customer’s Cloud Background Intellectual Property for the performance of the Services are shall not specifically designed infringe any Third Party intellectual property rights; 12.2.2 Customer will promptly notify Lonza in writing if it receives or intended is notified of a formal written claim from a Third Party that Customer Materials, Customer Information and Customer Intellectual Property or that the use by Lonza thereof for use in (i) storage the provision of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, the Services infringes any Intellectual Property or (iv) other rights of any other similar hazardous environmentThird Party; and 12.2.3 Customer has the necessary corporate authorizations to enter into this Agreement.

Warranties. (a) Company The Service Provider warrants to the Service Receiver that Cloud the Services delivered pursuant to this Agreement will meet the Specifications in Exhibit A --------- hereto except in the case of Services purchased by the Service will perform substantially Provider where the Service as supplied by a third party supplier is not within the applicable specifications, in accordance which case Section 2.06(c) shall apply. (b) The Service Receiver may refuse to accept or may reject any Service which does not conform with the features relevant Specification and functions described shall notify the Service Provider in writing within thirty (30) days after the applicable Documentation. To receipt of such non-conforming Service, in which case, the extent permitted by lawService Provider shall at the Service Recipient's option, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its optioneither: (i) will use commercially reasonable efforts to restore provide the Services again in replacement for the non-conforming Cloud Services so that they comply with this warrantyService, or (ii) if issue a credit to the Service Recipient for the Service Charge allocable to such restoration would not be commercially reasonable, Company may terminate non-conforming Service. Failure to give such notice shall constitute a waiver by the Order for Service Receiver of all claims with respect to the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional ServicesService. (c) Company makes only In the limited warranties expressly stated in this Agreement, event that a third party supplier to the Service Provider supplies any Service and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company that Service does not warrant or otherwise guarantee thatmeet the Specification, then the Service Provider shall: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needsnotify the Service Receiver forthwith upon becoming aware that the Service is outside the Specification, (ii) any Order or Third Party Content will be uninterrupteduse reasonable efforts to work with the Service Receiver and the third party supplier to bring the Service within Specification, error free, fail-safe, fault-tolerant, or free of harmful components, or and (iii) provide the Service Receiver with full cooperation in pursuing a Claim against the third party supplier. To the extent that the Service Provider has complied with Section 2.05 and this Section 2.06(c), the Service Provider shall have no further liability in respect of any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality Service supplied hereunder by a third party supplier which fails to meet the Specification in any communication with Subscriber constitutes technical information, not a warranty or guaranteethe circumstances set out in this Section 2.06(c). (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (iEXCEPT FOR THE EXPRESS WARRANTIES ABOVE, SERVICE RECEIVER AND SERVICE PROVIDER MAKE NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED OR PRODUCT(S) storage of sensitiveMADE UNDER THIS AGREEMENT, personal informationINCLUDING WITHOUT LIMITATION, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentNO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Warranties. 10.1 SEVEN365 warrants to the customer that: (a) Company warrants that Cloud Service SEVEN365 has the legal right and authority to enter into this agreement and to perform its obligations under this agreement; (b) SEVEN365 will perform substantially in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with all applicable legal and regulatory requirements applying to the exercise of SEVEN365's rights and the fulfillment of SEVEN365's obligations under this warrantyagreement; and (c) SEVEN365 has access to all necessary know-how, or (ii) if such restoration would not be commercially reasonableexpertise, Company may terminate and experience to perform its obligations under this agreement. 10.2 SEVEN365 warrants to the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: customer that: (a) no charge Offerings or Previews, the Platform and Services will conform in all material respects with the Services Specification; (b) issuesthe application of Updates to the Platform by SEVEN365 will not introduce any defects into the Services; (c) the Platform will incorporate security features reflecting the requirements of good industry practice. 10.3 SEVEN365 warrants to the customer that the Services, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not when used by the customer in accordance with this Agreementagreement, will not breach any laws, statutes, or regulations applicable under law of United Kingdom. 10.4 SEVEN365 warrants to the customer that the Services, when used by the customer in accordance with this agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law. 10.5 If SEVEN365 reasonably determines, or any third party alleges, that the use of the Services by the customer in accordance with this agreement infringes any person's Intellectual Property Rights, SEVEN365 may at its own cost and expense: (a) modify the Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or (b) Company represents and warrants that all such Professional procure for the customer the right to use the Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach this agreement. 10.6 The Customer warrants to SEVEN365 that it has the legal right and authority to enter into this agreement and to perform its obligations under this agreement. 10.7 All of the parties' warranties and representations in respect of the subject matter of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties agreement are expressly stated set out in this Agreementagreement. To the maximum extent permitted by applicable law, and disclaims all no other warranties, including without limitation, warranties or representations concerning the implied warranties subject matter of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors this agreement will be corrected implied in this agreement or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteerelated contract. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company 6.1 Questionmark will exercise reasonable skill and care in performance of the Services. 6.2 Questionmark warrants that: 6.2.1. it has all licences, consents and authorisations or rights under any relevant law, legislation, regulations or administrative orders that Cloud Service are required and applicable to Questionmark; 6.2.2. it will perform substantially its obligations in this Agreement in accordance with all laws, licences and regulations of jurisdictions from which Questionmark provides the features OnDemand Service that are generally applicable to Questionmark; and 6.2.3. it has the full right, power and functions described in authority to enter into and perform this Agreement. 6.3 The Customer warrants that: 6.3.1. it is, or is acting on behalf of, a business or lawfully constituted institution and that it has the applicable Documentationfull right, power and authority to enter into and perform this Agreement; 6.3.2. it acknowledges that the Services are provided on an “as is” basis and that they are acceptable for the needs and requirements of the Customer; 6.3.3. it has such licences and/or other authorisations or rights as may be necessary under any relevant law, legislation, regulation or administrative order, to receive the Services; and 6.3.4. entry into this Agreement and use of the Services by the Customer does not violate or infringe any third party intellectual property or other rights. 6.4 TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, QUESTIONMARK HEREBY DISCLAIMS ANY AND ALL EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 6.5 To the extent permitted by law, Subscriber’s exclusive remedy Questionmark excludes all warranties, guarantees and Company’s entire conditions that would otherwise be implied into this Agreement by law. Where Questionmark is not able to exclude such a warranty, guarantee or condition, Questionmark limits, to the extent permitted by law, its liability for a breach of this warranty in Section 6.2(a)that warranty, guarantee or condition to one or more of the following at its option: (i) will use commercially reasonable efforts to restore : 6.5.1 in the non-conforming Cloud Services so that they comply with this warrantycase of goods supplied by Questionmark, any one or (ii) if such restoration would not be commercially reasonable, Company may terminate more of the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (following: a) no charge Offerings the replacement of the goods or Previews, and (the supply of equivalent goods; b) issues, problems the repair of the goods; c) the payment of the cost of replacing the goods or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not acquiring equivalent goods; d) the payment of the cost of having the goods repaired; and 6.5.2 in accordance with this Agreement.the case of services supplied by Questionmark: (a) the supplying of the services again; or b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance payment of the applicable Professional Servicescost of having the services supplied again. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 11.1 Each party represents and warrants to the other that it has the right, power and authority to enter into these Terms/ this MSA and the Agreement and grant to the other the rights (aif any) Company contemplated these Terms/ this MSA and the Agreement and to perform its obligations under these Terms/ this MSA and the Agreement. 11.2 Subject to the remainder of this clause 11, Cyferd warrants to the Customer only that: 11.2.1 (in respect of each Tenancy) that Cloud Service will perform substantially the Cyferd Product (including any Features (which are not Premium Features) but excluding any Apps for this purpose) made available to the Customer (via the Tenancy in question) pursuant to the Agreement will, for the duration of the Term, operate materially in accordance with its applicable Documentation when used (via that Tenancy and subject to the applicable Access Parameters and Utilisation Parameters) in accordance with the features Agreement under normal use and functions described normal circumstances; 11.2.2 during the Term Cyferd will not materially decrease the overall functionality of the Cyferd Product; 11.2.3 each Premium Feature Ordered shall operate materially in accordance with its applicable Documentation when used in accordance with the Agreement under normal use and normal circumstances during the applicable subscription term or, if not subscription-based, for a duration of 90 (ninety) days; and 11.2.4 it shall provide each of the Services with reasonable care and skill. In this regard and for the avoidance of doubt, the Customer will need to input certain data and other information that is outside the control of Cyferd to use the Tenancy in question, any Apps and any Features and to create, modify, customise, maintain, update and/or test any Apps. 11.3 The Customer acknowledges that the warranties in clause 11.2 shall not apply to: 11.3.1 use of the Cyferd Product (or any part of it including any App(s) and Feature(s)) and the applicable Services for the purposes of a POC Trial; 11.3.2 No Charge Products; 11.3.3 Non-Cyferd Products/ Services; 11.3.4 Non-Cyferd Apps; 11.3.5 Cyferd Apps; 11.3.6 any other Apps; and/or 11.3.7 Additional Services or the subject matter of any Additional Services. Where Additional Services are provided by or on behalf of Cyferd then any applicable warranties in the applicable DocumentationASA apply to such Additional Services subject to the terms of the ASA. The Customer further acknowledges that Cyferd does not provide any support for and is not obliged to maintain Cyferd Apps. 11.4 Access to and use of the Cyferd Product and the Services may be subject to delays, interruptions, errors, defects or other problems resulting from use of the internet or public electronic communications networks used by Cyferd, the Customer or third parties. The Customer acknowledges that such risks are inherent in cloud services and that neither shall Cyferd have any liability for any such delays, interruptions, errors or other problems nor does Cyferd warrant that the Cyferd Product and the Services (or any Tenancy or any App or any Feature) will be wholly free from delays, interruptions, errors, defects or other problems at any time. 11.5 To the maximum extent permitted by law, Subscriber▇▇▇▇▇▇’s sole liability, and the Customer’s sole and exclusive remedy and Company’s entire liability (however arising, whether in contract, negligence or otherwise) for a breach of this warranty the warranties in Section 6.2(a)clause 11.2 (or any of them) will be, at its Cyferd’s sole option: , to either: 11.5.1 (i) will use commercially reasonable efforts and at no charge to restore the Customer) repair or replace the non-conforming Cloud Services so that they comply with this warranty, conforming/ impacted Tenancy or Feature or Service within a reasonable time; or 11.5.2 (iiwhether or not it has first attempted to repair or replace the non-conforming/ impacted Tenancy or Feature or Service) if such restoration would refund to the Customer the part of the Subscription Fee(s) and/or Premium Fees (but not be commercially reasonable, Company may terminate any Utilisation Fees or any Pre- Paid Utilisation Fees) paid by the Order Customer for the non-conforming Offering conforming/ impacted Tenancy or Feature or Service, for the relevant impacted period/ period of non- conformance to the extent where the Customer has not had the benefit of or been able to use the non-conforming/ impacted Tenancy or Feature or Service; or 11.5.3 if Cyferd determines repair/ replacement to be impracticable, either party may by notice elect to terminate, effective immediately upon receipt of such notice: 11.5.3.1 the Agreement; or (if applicable and where possible where they are/ it is the sole item(s) affected by the non-conforming/ impacted Tenancy or Feature or Service): 11.5.3.2 its Access to and use of the Cyferd Product in respect of a particular Non-Production Tenancy where the Customer’s Access to and use of the Cyferd Product and the Services in respect of at least the Production Tenancy does not terminate; or 11.5.3.3 any Ordered Premium Feature(s) and/or Premium Subscription(s). In the event of such valid termination the Customer shall (subject to clause 27.2) receive a refund in accordance with clause 10.40. Where any prepaid fees paid for such Offering. Purchased Item(s) is/are terminated under this clause 11.5.3 then clause 22 shall apply. 11.6 The warranty excludes: (a) no charge Offerings Customer acknowledges that the warranties in clause 11.2 are subject to the limitations set out in clause 19 and shall not apply to the extent that any non-conforming/ impacted Tenancy or Previews, and (b) issues, problems Feature or defects arising Service arises from Third Party Content, Subscriber Data is in connection with or Content, relates to: 11.6.1 incorrect operation or use of Cloud Service not the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) by the Customer, the Administrator or any Authorised User (including any failure to follow the Documentation or failure to meet minimum specifications); 11.6.2 any adaptation(s), modification(s) or alteration(s) by or on behalf of the Customer where the same caused a defect (unless and to the extent any such adaptation(s) or modification(s) or alteration(s) was/were made as part of the provision of any Additional Services by or on behalf Cyferd); 11.6.3 any No Charge Products; 11.6.4 any Non-Cyferd Products/ Services; 11.6.5 any Non-Cyferd Apps; 11.6.6 any Cyferd Apps; 11.6.7 any other Apps; 11.6.8 any Additional Services or the subject matter of any Additional Services. Where Additional Services are provided by or on behalf of Cyferd then any applicable warranties in accordance the ASA apply to such Additional Services subject to the terms of the ASA; 11.6.9 use of any of the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) other than for the purposes for which it is intended; 11.6.10 use of the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) with this Agreement.other software or services or on equipment with which it is incompatible (unless and to the extent Cyferd expressly recommended or required the use of that other software or service or equipment in the Documentation or as part of the provision of any Additional Services by or on behalf Cyferd); 11.6.11 any act by any third party (bincluding hacking or the introduction of any virus or malicious code); 11.6.12 any modification of the Cyferd Product and the Services (or any part including any Tenancy or Feature) Company represents and warrants (other than that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For undertaken by Cyferd or at its direction); and/or 11.6.13 any breach of this warranty the Agreement by the Customer (or by the Administrator or any Authorised User). 11.7 Cyferd may make Non-Cyferd Materials available for the Customer’s use in Section 6.2(bconnection with the Cyferd Product and the Services (or any part including any Tenancy, App or Feature), Subscriber’s exclusive remedy and Company’s entire liability . The Customer agrees that: 11.7.1 Cyferd has no responsibility for the use or consequences of use of any Non-Cyferd Materials; 11.7.2 the Customer's use of any Non-Cyferd Materials shall be governed by the reapplicable terms between the Customer and the owner or licensor of the relevant Non-Cyferd Materials; 11.7.3 the Customer is solely responsible for any Non-Cyferd Materials used in connection with the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) and for compliance with all applicable third party terms which may govern the use of such Non-Cyferd Materials; and 11.7.4 the continued availability, compatibility with the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) and performance of the applicable Professional ServicesNon- Cyferd Materials is outside the control of Cyferd and Cyferd has no responsibility for any unavailability of or degradation in the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) to the extent resulting from the availability, incompatibility or performance of any of the Non-Cyferd Materials; 11.8 The Customer acknowledges that no liability or obligation is accepted by Cyferd (howsoever arising whether under contract, tort, in negligence or otherwise): 11.8.1 that the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) and any other Purchased Items shall meet the Customer’s individual needs, whether or not such needs have been communicated to Cyferd; 11.8.2 that the operation of the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) and any other Purchased Items shall not be subject to minor errors or defects; or 11.8.3 that the Cyferd Product and the Services (or any part including any Tenancy, App or Feature) and any other Purchased Items shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the Documentation. (c) Company makes only the limited warranties 11.9 Unless expressly stated provided for in this clause 11 or elsewhere in the Agreement, and disclaims subject to clause 19.7 all other warranties, including without limitationconditions, terms, undertakings or obligations whether express or implied by statute, common law or otherwise are disclaimed and excluded to the implied maximum extent permitted by law. This includes, but is not limited to: 11.9.1 warranties of merchantability and title; or 11.9.2 warranties of non-infringement; or 11.9.3 warranties of merchantability; or 11.9.4 warranties of satisfactory quality; or 11.9.5 warranties of fitness for a particular purpose (even in cases where ▇▇▇▇▇▇ has been informed of such a purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee). (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use 11.10 This clause 11 shall survive termination or expiry of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentAgreement.

Warranties. 11.1 Each party represents and warrants to the other party that, as of the date hereof: (ai) Company it has full power and authority to execute and deliver the Agreement; (ii) the Agreement has been duly authorized and executed by an appropriate employee of such party; (iii) the Agreement is a legally valid and binding obligation of such party; (iv) its execution, delivery and/or performance of the Agreement does not conflict with any agreement, understanding or document to which it is a party; and (v) it will not introduce into the Software any virus, worm, Trojan horse, time bomb, or other malicious or harmful code. 11.2 Cornerstone warrants that Cloud Service the Software will perform substantially in material accordance with the features Agreement and functions described in applicable Documentation regarding existing functionality provided by Cornerstone; no new or different functionality is promised hereunder. 11.3 In the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for event of a breach of this the warranty set forth in Section 6.2(a)11.2, at its option: (i) Customer’s sole and exclusive remedy will use commercially reasonable be that Cornerstone shall, upon receipt of written notice of breach, make diligent efforts to restore become compliant with the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previewsset forth in Section 11.2, and (b) issuesif Cornerstone does not do so within a reasonable period of time, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with Customer will be entitled to terminate this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards11.4 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CORNERSTONE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional ServicesCORNERSTONE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. 8.1 The Producer warrants and undertakes for the benefit of BBCSD as follows subject always to any restrictions hereto in the Special Terms: 8.1.1 the Producer is a company duly and properly organised and existing according to the laws of England and Wales and it has the power and authority to enter into this Agreement and to perform its obligations under it; 8.1.2 except to the extent that such rights are vested in the Performing Right Society Limited the Producer is the sole unencumbered legal owner of the Commercial Distribution Rights in all languages throughout the Territory; 8.1.3 intentionally deleted; 8.1.4 the exercise of the Commercial Distribution Rights by BBCSD in accordance with this Agreement will not: (ai) Company warrants that Cloud Service will perform substantially infringe the copyright or any personal, proprietary, privacy or other right of any third party; or (ii) be in breach of any statute or regulation including without limitation the Copyright, Designs and Patents Act 1988; or (iii) be a contempt of court; or (iv) breach any broadcasting regulations; or (v) defame any person or organisation; 8.1.5 to the best of the Producer’s knowledge and belief there are no claims or proceedings pending or threatened which might adversely affect the Producer’s ability to produce and deliver the Programme in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach terms of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts Agreement or BBCSD’s ability to restore exploit the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not Commercial Distribution Rights in accordance with this Agreement.; (b) Company represents 8.1.6 the Programme is of first class technical quality and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), SubscriberBBCSD’s exclusive remedy and Company’s entire liability technical standards notified to the Producer from time to time; 8.1.7 the Producer shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreementnot, and disclaims shall not authorise a third party to, produce and exploit by means of any distribution rights any programme which is substantially similar to the Programme; 8.1.8 all other warrantiesphotographics, including without limitation, the implied warranties of merchantability literature and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved promotional material supplied to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended BBCSD for use in (i) storage accordance with this Agreement shall each individually comply with the BBC Guidelines and shall not impair the quality, meaning or integrity of sensitivethe Programme or bring BBCSD or the Commissioning Entity into disrepute or be defamatory of any person; 8.1.9 the Producer shall comply with the BBC Guidelines in relation to the production and delivery of the Programme and all Programme materials delivered by the Producer to BBCSD; 8.1.10 the Producer will comply with the provisions of the BBCSD Anti-Fraud and Corruption Code of Conduct, personal informationpublished here ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/anti-fraud-and- corruption/ as updated from time to time and shall comply with all laws, (ii) direct life support systemsstatutes, (iii) nuclear facility operationsregulations and codes relating to anti-bribery, or (iv) any other similar hazardous environmentanti-corruption, anti-tax evasion and anti- money laundering applicable to the Producer and/or BBCSD, as may be updated from time to time, including the UK Bribery Act 2010 and the Criminal Finances Act 2017; 8.1.11 the Programme will not bring BBCSD into disrepute; 8.1.12 unless expressly agreed to the contrary in the Special Terms, there shall be no product placement in the Programme. 8.2 BBCSD warrants and undertakes for the benefit of the Producer that it is a company duly and properly organised and existing according to the laws of England and Wales and it has the power and authority to enter into this Agreement and to perform its obligations under it.

Warranties. 12.1 Both parties shall comply with all applicable laws, including federal, state and local laws, rules and regulations applicable to each party’s rights and obligations under this Agreement (a) Company warrants that Cloud Service will perform substantially in accordance with “Applicable Law”). Upon written notice to Subscriber, ▇▇▇▇▇▇▇▇▇ reserves the features and functions described in right to modify the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach terms of this warranty in Section 6.2(a)Agreement to meet any requirement imposed by Applicable Law or to address matters concerning privacy or security. 12.2 Subscriber will not make any representation, at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate guarantee concerning the Order for AgriPlace Platform on behalf of Agriplace. AgriPlace’s warranties are enforceable exclusively by Subscriber and by no other party; no third- party beneficiary rights shall apply. 12.3 AgriPlace warrants that the non-conforming Offering and refund any prepaid fees paid for such OfferingAgriPlace Platform has the functions communicated to the Subscriber. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, does not cover any damages and/or malfunctions caused by the Subscriber Data or Content, or use violating any provisions of Cloud Service not in accordance with this the Agreement. (b) Company represents 12.4 The service may contain links or references to other websites and warrants applications of third parties. This does not mean that all AgriPlace supports the services offered on that website or that we have any connection to the corresponding third party. AgriPlace has no control over third party websites. The access to – and use of – such Professional Services shall be performed in a professional these third-party websites and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), its contents are Subscriber’s exclusive remedy own responsibility and Company’s entire liability at its own risk. AgriPlace shall not be the re-performance liable for any damage or loss incurred as a consequence of the applicable Professional Servicesuse of third-party websites. (c) Company makes only 12.6 Except for the limited warranties expressly stated warranty set forth in this Agreementsection 12, the AgriPlace Platform is provided “as is”, and “with all faults”, and ▇▇▇▇▇▇▇▇▇ makes and Subscriber receives no additional warranties express or implied, arising out of or related to the AgriPlace Platform or any modules thereof. Agriplace hereby expressly disclaims any and all other warrantieswarranties of any kind or nature, including whether express or implied, including, without limitation, the implied warranties any warranty of merchantability and merchantability, fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needspurpose accuracy, (ii) any Order or Third Party Content will be uninterruptedtitle, error freeaccuracy , fail-safecompleteness, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use validity and/or trueness of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage content made available to Subscriber by means of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentthe Agriplace Platform and non-infringement of third party rights.

Warranties. 11.1 The persons signing this Agreement and/or a Statement of Work on behalf of a Party expressly warrant their authority to do so. 11.2 The Service Provider warrants and represents that: 11.2.1 it holds the absolute legal and beneficial title in and to the Services and has the unfettered right to supply and provide them and to pass unencumbered right and/or title to the University; 11.2.2 it has the necessary skills, qualifications expertise, financial resources, Personnel, capacity, knowledge, experience, resources, equipment, and infrastructure to provide the Services as required by the Agreement and/or a Statement of Work; 11.2.3 it is a member of all professional and other bodies as may be required by applicable legislation and/or relevant industry regulations pertaining to its business and such membership is current and valid and will be maintained for the duration of the Agreement; 11.2.4 it holds, and will hold throughout this Agreement, all licences, certificates, permits, consents, approvals, and authorities required to perform its obligations pursuant to this Agreement and/or a Statement of Work; 11.2.5 in fulfilling its obligations under this Agreement, it will not infringe the intellectual property rights of any third party; 11.2.6 it will comply with all applicable legislation in performing its obligations pursuant to this Agreement and/or a Statement of Work, including but not limited to: 11.2.6.1 the Compensation for Occupational Injuries and Diseases Act 140 of 1993 (a“COIDA”). The Service Provider will, upon request by the University, produce written proof of its registration and good standing with the Compensation Commissioner, as defined in the COIDA; 11.2.6.2 the Occupational Health and Safety Act 85 of 1993 (“OHSA”). The Service Provider will in terms of section 37(2) Company warrants of the OHSA, be deemed to be an employer in its own right with duties prescribed in the OHSA and undertakes to procure that Cloud Service all work will perform substantially be performed, and all equipment will be used in accordance with the features provisions of the OHSA and functions described any Regulations issued in terms of the OHSA. It is recorded that the Service Provider’s Chief Executive Officer (or equivalent officer) accepts the duties and responsibilities set out in section 16 of the OHSA; 11.2.6.3 the Basic Conditions of Employment Act 75 of 1997 (“BCEA”); 11.2.6.4 the Labour Relations Act 66 of 1995 (“LRA”); 11.2.6.5 the Data Protection Legislation; and 11.2.6.6 all taxation legislation in respect of any taxes and levies which the government of the Republic of South Africa or any other authority may from time to time impose or increase. Where applicable, unless the Service Provider can provide the University, on reasonable request by the University, with satisfactory proof that it is not an employee or personal service provider, as defined in the applicable Documentation. To Fourth Schedule to the extent permitted Income Tax Act 58 of 1962, the University may withhold employee’s tax from the remuneration payable by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach the University to the Service Provider in terms of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use Agreement and/or a Statement of Cloud Service not Work in accordance with the rates prescribed by the Income Tax Act at the entire risk and cost of the Service Provider. The Service Provider must immediately, and in any event, before accepting any payments from the University, notify the University of any change of fact or circumstance that affects or may affect the University’s liability to deduct employee’s tax from payments made in terms of the Income Tax Act. For these purposes “taxation” includes SITE and PAYE, VAT, all other forms of duties or taxation, taxation in respect of any assessment of taxation and any penalties or interest; 11.2.7 it has not committed an act of insolvency as contemplated in section 8 of the Insolvency Act 24 of 1936; 11.2.8 it has full power and authority to accept its appointment as set out in clause 1 and perform its obligations pursuant to this AgreementAgreement and/or a Statement of Work; 11.2.9 it is and must remain throughout the duration of the Agreement and/or a Statement of Work, the employer of all individuals who may work for the Service Provider in providing the Services, and the Service Provider will be solely responsible for the remuneration, insurance, and other obligations in respect of its Personnel. (b) Company represents and warrants 11.2.10 that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For it will use Commercially Reasonable Efforts: 11.2.10.1 to ensure that no viruses or similar items are coded or introduced into the systems or University Information Technology Systems used to provide the Services; 11.2.10.2 not to introduce or code any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional viruses or similar items into any University Information Technology Systems or Services. (c) Company makes only 11.3 If a virus or similar item is found and the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitationpresence of same is due to the Service Provider’s reckless or negligent act or omission, the implied warranties Service Provider must reduce the effects of merchantability the virus or similar item and, if the virus or similar item causes loss of operational efficiency or loss of data, the Service Provider must mitigate and fitness for a particular purposerestore such losses within 2 (two) Business Days. Company does not warrant or otherwise guarantee that: (i) reported errors Any work required under this clause 11.2.10 will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free considered part of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results Service Provider must perform such work without adjustment to the Fees. 11.4 A breach of such use; Company will not be liable for the results obtained through Subscriber’s use any of the Cloud Servicesundertakings and/or warranties as set out in this Agreement and/or a Statement of Work will be deemed to be a material breach of the Agreement entitling the University to, subject to the provisions of clause 23, terminate the Agreement and/or a Statement of Work. CompanyA termination under clause 11 will be without prejudice to any of the University’s Cloud Services rights. 11.5 The warranties contained in this Agreement and/or a Statement of Work are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) addition to any other similar hazardous environment.express, implied and/or statutory warranties applicable to the Services,

Warranties. (aThe Client represents and warrants: • that he/she is the author of the Work and is the owner of the copyright to all of its contents; that he/she has not engaged in plagiarism and that the Work, if fiction, represents no real event or person(s) Company warrants that Cloud Service will perform substantially could in accordance any way be deemed libelous and that, if nonfiction, does not misstate or omit any fact which would libel any person(s) or result in a person(s) being placed in a false or damaging light • that the Work does not infringe the copyright, trademark or privacy of any third party • that he/she is the owner of any trademarks and/or trade names associated with the features Work • that the Work does not constitute obscenity or hate literature and functions described that the author has the right to enter into this Agreement. • that the work has not been published in any format with any company or person that may still own proprietary rights to the Work, that the Work is original and that no part of the Work was taken from or based on any other literary, dramatic, music material, film or graphic arts except as identified in writing by the Client. • that the Work does not infringe upon any copy right or proprietary right, common law, or statutory law, and does not contain any material that is libelous or constitutes a violation of privacy rights. Author’s Mentor will begin work on the project in 7-21 DAYS after receipt of full payment of requested services as indicated on this contract. • The Author’s Mentor shall make no changes in, additions to, or eliminations from the manuscript without the consent of the Client, and in order to obtain such consent, the publisher shall submit the modified manuscript to the Client for approval. The Client agrees to return such proof to the publisher with corrections within thirty (30) days of the receipt thereof. However, the Client agrees to reasonable edits to allow the Work to conform to Publisher requirements, and correcting spelling and grammar errors, etc... as necessary to satisfy paid services as listed in the applicable Documentationinvoice. To THE RIGHTS TO YOUR WORK The Client acknowledges and agrees that The Author's Mentor acquires no right of ownership to the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with Work under this Agreement. (b) Company represents ; that The Author's Mentor, according to the contract is a provider of limited services only and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be assumes no responsibility for reviewing or correcting the re-performance content of the applicable Professional Services. (c) Company makes only Work outside the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use responsibility of the Cloud Services. Company’s Cloud Services are not specifically designed or intended editing services contracted for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentthis project.

Warranties. (a) Company 5.1 The Seller warrants that Cloud Service will perform substantially in accordance with to the features and functions described Buyer in the applicable Documentation. To terms of the extent permitted Warranties and acknowledges that the Buyer has entered into this Agreement in reliance upon each of the Warranties and the provisions of Schedule 4. 5.2 The Warranties are qualified by lawall circumstances, Subscriber’s exclusive remedy facts and matters fairly disclosed in the Disclosure Letter. 5.3 The Seller waives and may not enforce any right which the Seller may have against the Company’s entire liability , or any director or employee of the Company, on which or on whom the Seller may have relied in agreeing to any term of this Agreement or any statement in the Disclosure Letter. 5.4 Each Warranty is to be construed independently and is not limited or restricted by any other Warranty, provided that the only Warranties given in relation to: 5.4.1 Intellectual Property Rights are those Warranties contained in paragraph 12 of Schedule 3; 5.4.2 Computer Systems are those Warranties contained in paragraph 13 of Schedule 3; 5.4.3 the Property are those Warranties contained in paragraph 14 of Schedule 3; 5.4.4 the Environment are those Warranties contained in paragraphs 15 to 20 (inclusive) of Schedule 3; and 5.4.5 Taxation (as defined in Schedule 4) are those Warranties contained in Part 3 of Schedule 4 and paragraphs 3, 4, 7, 21.10, 22.3.8, 22.4 and 22.5 of Schedule 3. 5.5 The Buyer warrants to the Seller and the Seller warrants to the Buyer that it is a limited company incorporated under English law and that it has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights and performance obligations under this Agreement and that neither the execution nor the performance of this Agreement or any document referred to herein will result in the breach of, or give rise to, an event of default under, any agreement or arrangement to which it is a party or any legal or administrative requirement by which the Buyer or Seller (as appropriate) is bound. 5.6 The Buyer warrants to the Seller that it does not currently have awareness of any matter or fact which it knows will entitle the Buyer to make a claim against the Seller for a breach of Warranty as at today’s date. For this warranty in Section 6.2(a)purpose, at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warrantyBuyer’s “awareness” shall mean the actual knowledge of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇, or (ii) if such restoration would not be commercially reasonable▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Company may terminate the Order for the non-conforming Offering ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and refund any prepaid fees paid for such Offering▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services Seller shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for any claim under the results obtained through Subscriber’s use Warranties to the extent that the Buyer is in breach of this Warranty. 5.7 Other than in respect of any Relevant Claim or Tax Covenant Claim that arises and falls within one or more of the Cloud ServicesW&I Insurance Specific Exclusions such that it is thereby excluded from cover under the W&I Insurance (a “W&I Insurance Exclusion Claim”), the Seller will be under no obligation to pay any moneys in respect of any Relevant Claim or any Tax Covenant Claim other than from any amount of the Retained Amount remaining at the relevant time in the Retention Account, such payment to be made in accordance with Schedule 8, provided that nothing in this clause 5.7: 5.7.1 shall have the effect of excluding or limiting the liability of the Seller to the extent that any Relevant Claim arises by reason of any fraud or any dishonest misconduct by the Seller; or 5.7.2 for the avoidance of doubt, shall in any way limit the rights of the Buyer under this Agreement to bring a claim against the Seller pursuant to clauses 7 or 8.2 or paragraphs 3.2 or 8 of Part 1 of Schedule 7 or paragraph 1.3.1 of Schedule 10. Company’s Cloud Services are not specifically designed For the avoidance of doubt, any Relevant Claim or intended for use Tax Covenant Claim that arises and falls within the W&I Insurance Retention Exclusion shall, subject to agreement or determination in (i) storage accordance with Schedule 8, be paid from any amount of sensitivethe Retained Amount remaining at the relevant time in the Retention Account, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentsuch payment to be made in accordance with Schedule 8.

Warranties. (aThe Contractor will warrant and represent to UNAIDS as follows: 1) Company The deliverables shall meet the specifications and shall function in a manner which is fully adequate to meet its intended purpose. The Contractor furthermore warrants that Cloud Service will the deliverables shall be error-free, in that the Contractor shall correct any errors in the deliverables, free of charge, within fifteen days after their notification to the Contractor, during a period of at least six months after completion of the work. It is agreed, however, that errors and other defects, which have been caused by modifications to the deliverables made by UNAIDS without agreement of the Contractor are not covered by this paragraph. 2) The deliverables shall, to the extent it is not original, only be derived from, or incorporate, material over which the Contractor has the full legal right and authority to use it for the proper implementation of this Contract. The Contractor shall obtain all the necessary licenses for all non-original material incorporated in the deliverables including, but not limited to, licenses for UNAIDS to use any underlying software, application, and operating deliverables included in the deliverables or on which it is based, so as to permit UNAIDS to fully exercise its rights in the deliverables and the software without any obligation on UNAIDS’s part to make any additional payments whatsoever to any party. 3) The deliverables shall not violate any copyright, patent right, or other proprietary right of any third party and be delivered to UNAIDS free and clear of any and all liens, claims, charges, security interest and any other encumbrances of any nature whatsoever. 4) The Contractor, its employees and any other persons and entities used by the Contractor shall not violate any intellectual property rights, confidentiality, right of privacy or other right of any person or entity whomsoever. 5) Except as otherwise explicitly provided in this Contract, the Contractor shall at all times provide all the necessary on-site and off-site resources to meet its obligations hereunder. The Contractor shall only use highly qualified staff, acceptable to UNAIDS, to perform substantially its obligations hereunder. 6) The Contractor shall take full and sole responsibility for the payment of all wages, benefits and monies due to all persons and entities used by it in accordance connection with the features implementation and functions described execution of the Contract, including, but not limited to, the Contractor’s employees, permitted subcontractors and suppliers. The Contractor furthermore warrants and represent that the information provided by it to UNAIDS in response to the RFP and during the bid evaluation process is accurate and complete. The Contractor understands that in the applicable Documentation. To event The Contractor has failed to disclose any relevant information which may have impacted UNAIDS' decision to award the extent permitted Contract to The Contractor, or has provided false information, UNAIDS will be entitled to rescind the contract with immediate effect, in addition to any other remedies which UNAIDS may have by contract or by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company warrants that Cloud Service will perform substantially in accordance with the features and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. 14.1 The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company Borrower represents and warrants to the Bank (each warranty or undertaking given by the Borrower in terms of this Agreement being a separate warranty in no way limited or restricted by any other warranty or representation, and being deemed to be a representation of fact inducing the Bank to enter into this agreement) that: 14.1.1 the Bank shall at all times be and remain the sole funder to the Borrower of pension disbursements or payments in the Eastern Cape; 14.1.2 it is a corporation duty registered and existing under the laws of the Republic of South Africa, and it will maintain its corporate existence at all times, and will not amalgamate, merge or consolidate with any other person or entity which might have a Material Adverse Effect on its ability to meet its obligations in terms hereof; 14.1.3 it has full power to enter into and perform in terms of this Agreement and has taken all necessary corporate and other actions to authorize the borrowings hereunder; 14.1.4 the terms and conditions of this Agreement constitute legal, valid, binding and enforceable obligations of the Borrower, and the Borrower will ensure that its obligations in terms hereof will at all such Professional Services shall times rank at least pari passu with all other indebtedness of the Borrower of whatsoever nature; 14.1.5 no litigation, arbitration or administrative proceeding is presently in progress or, to the knowledge of the Borrower, pending or threatened against it, or any of its assets, which relates to the facility contemplated in this Agreement or which would have a Material Adverse Effect on the financial condition of the Borrower; 14.1.6 the execution by the Borrower of this Agreement constitutes, and its exercise of its rights and performance of its obligations under this Agreement, will constitute, private and commercial acts done and performed for private and commercial [▇▇▇▇▇▇ ▇▇▇▇▇▇ LOGO] purposes; and the Borrower will not be performed entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in the Republic of South Africa in relation to this Agreement; 14.1.7 it is not a party to any agreement materially affecting, or which is likely to have a Material Adverse Effect on, its financial condition; 14.1.8 no Event of Default, or default of any other contractual obligation or of any court order or judgement is outstanding or might result from the Borrower entering into, and performing in terms of this Agreement or from the making of a Loan, and, in particular, without limiting the generality of the aforegoing, the Borrower is not in default in respect of its obligations in respect of any other borrowed monies; 14.1.9 no other event is outstanding which constitutes (or with the giving of notice, lapse of time, determination of materiality or the fulfilment of any other applicable condition or a combination of the foregoing, might constitute) a default under any document which is binding on it or its assets to an extent or in a professional manner which might have a Material Adverse Effect on the financial condition of it or the ability of the Borrower to perform its obligations under this Agreement; 14.1.10 it has good title to all its assets which are reflected in its financial statements or has not sold or otherwise disposed of any such assets as reflected in its last audited financial balance sheet; 14.1.11 its most recent audited annual financial statements, and workmanlike manner the most recent consolidated audited annual financial statements of Cash Paymaster Services (Proprietary) Limited, fairly represent the consolidated financial position of Cash Paymaster Services (Proprietary) Limited, the Borrower and its Subsidiaries respectively, where applicable, and the consolidated results of their operations of that financial year, and that the said financial statements have been prepared in accordance with generally accepted industry standards. For any breach accounting principles in the Republic of this warranty in Section 6.2(b)South Africa, Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreementconsistently applied, and disclaims all other warrantiesthat neither Cash Paymaster Services (Proprietary) Limited, including nor the Borrower have significant liabilities present or contingent, including, without limitation, the implied warranties of merchantability and fitness liabilities for a particular purpose. Company does not warrant taxes or otherwise guarantee that: (i) reported errors will be corrected material forward or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Contentlong term commitments, including Subscriber off-balance sheet financing commitments or any potential obligation to purchase in terms of a put option agreement which are not disclosed or provided for in such financial statements; 14.1.12 there has been no material adverse change in the financial or other condition of Cash Paymaster Services (Proprietary) Limited or the Borrower since the date of their last audited financial statements; 14.1.13 all the information supplied by the Borrower and Third Party Contentany surety in connection with this Agreement is true, will be secure complete and accurate in all material respects and the Borrower is not aware of any material facts or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services circumstances that have not been tested disclosed to the Bank; 14.1.14 the Borrower has not ceded, assigned or transferred any of its book debts or any rights in all situations under which they may be used. Subscriber is solely responsible for determining terms of its service level agreement with the appropriate uses for Department to any third party; 14.1.15 the Cloud Services and the results of such use; Company Borrower will not be liable for the results obtained through Subscriber’s make use of the Cloud Servicesfacilities of any bank or other financial institution other than the Bank during the course of this Agreement for purposes of funding of pension disbursements or payouts. Company’s Cloud Services [▇▇▇▇▇▇ ▇▇▇▇▇▇ LOGO] 14.2 The representations and warranties given by the Borrower are not specifically designed made on the date of this Agreement and are deemed to be repeated by the Borrower at each Drawdown Date, unless the Borrower notifies the Bank in writing otherwise at the date of each drawdown with reference to the facts and circumstances then existing. 14.3 The Borrower shall be deemed on the first day of each of its financial years to represent and warrant that each of the representations and warranties is true and accurate on such day and, in addition, that the then latest accounts of the Borrower and its subsidiaries, delivered to the Bank pursuant hereto, fairly represent the financial position of the Borrower or intended for use in (i) storage the consolidated financial position of sensitivethe Borrower and its subsidiaries, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentas the case may be.

Warranties. (a) Company 21.1 Each Party hereby warrants that Cloud Service will perform substantially unto and in accordance with favour of the features other Party: 21.1.1 it is a company duly incorporated and functions described in validly existing under the applicable Documentation. To the extent permitted by lawLaw. 21.1.2 it has full power, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previewsauthority, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with legal right to execute this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be to assume the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated obligations contained in this Agreement, and disclaims further to perform and observe the terms and provisionshereof. 21.1.3 the Party and its representative(s) have the requisite power, right and authority to enter and perform the obligations to be assumed or performed by it in accordance with this Agreement and any other documents to be executed in accordance with this Agreement and the obligations assumed by it under this Agreement constitute legal, valid, binding, and enforceable obligationsin accordance with the terms hereof. 21.1.4 to the best of the Party’s knowledge and belief, all facts, and circumstances material to this transaction, or which would be material or would be reasonably likely to be material and whichmay affect the willingness of the Parties to enter into this Agreement are known to the Party, have been disclosed by the Party to the other warrantiesParty. 21.1.5 as at the Signature Date, including without limitationno legal proceedings of any kind or administrative proceedings in termsof any law, which shall prevent either Party from fulfilling its obligations in terms of this Agreement, have been instituted against such Party. 21.1.6 at all times during the implied warranties currency of merchantability this Agreement neither Party has any obligations/duties towards third parties which, if discharged, shall prevent the Party from fulfilling its obligations in terms of this Agreement; and 21.1.7 all necessary action has been taken to authorise the execution and fitness for performance of this Agreement and the execution and performance of this Agreement will not contravene any provision of, or constitute a particular purpose. Company default under, any other agreement or instrument to which it is a Party or by which it or its property may be bound. 21.2 Aerocom Broadband Services does not warrant make any representations or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free warranties in respect of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features the quality or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Aerocom Broadband Services Equipment. The Customer shall only be entitled to rely on the warranties and indemnities provided by the original equipmentmanufacturer in respect of the Aerocom Business Solutions Equipment, which warranties and indemnities shall be enforced directly against the original equipment manufacturer and not against Aerocom Broadband Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company Client represents and warrants that Cloud Service upon its execution, this Arrangement Letter will perform substantially not materially violate any term or condition of any agreement that Client has with any third-party, and that the officer(s) or representative(s) executing this Arrangement Letter are authorized to bind Client to the terms and conditions hereof; and acknowledges and agrees that Accenture is performing the Services in accordance with the features reliance on Client’s representations, warranties and functions described agreement set forth in Section 3 and in the applicable Documentationbody of the Arrangement Letter. To the extent permitted by lawAccenture warrants that its Services will be performed in a good and workmanlike manner, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. Arrangement Letter. Accenture will re- perform any work not in compliance with this warranty brought to its attention within thirty (b30) Company represents and days after that work is performed. Accenture further warrants that all such Professional Services shall be performed in a professional upon its execution, this Arrangement Letter will not materially violate any term or condition of any agreement that Accenture has with any third party and workmanlike manner in accordance with generally accepted industry standardsthat the authorized representative(s) executing this Arrangement Letter are authorized to bind Accenture to the terms and conditions hereof. For The preceding are the only warranties concerning the Services, any breach of Deliverables or materials or this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this AgreementArrangement Letter, and disclaims are made expressly in lieu of all other warranties, conditions and representations express or implied, including without limitation, the any implied warranties of merchantability and fitness for a particular purpose, merchantability, title, informational content, systems integration, non-infringement, interference with enjoyment or otherwise. Company Without limiting the generality or applicability of the foregoing, Accenture does not warrant represent, warrant, or otherwise guarantee thatcovenant that the services performed under this arrangement letter will: (ia) reported errors will be corrected detect or support requests will be resolved to meet Subscribers’ needs, (ii) any Order identify all security or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerantnetwork threats to, or free vulnerabilities of harmful componentsClient’s networks or other facilities, assets, or operations; (iiib) prevent intrusions into or any Contentdamage to Client’s networks or other facilities, including Subscriber and Third Party Contentassets, will be secure or not otherwise lost operations; (c) return control of Client or damaged. Representations about Orders third party systems where unauthorized access or features control has occurred; or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed meet or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, help Client meet any industry standard or (iv) any other similar hazardous environmentrequirements including the payment card industry data security standard. Notwithstanding the above, Accenture remains at all times obligated to provide the Services materially matching the description set out in Schedule 1, Services above, and in line with Good Industry Practice.

Warranties. (a) Company 23.1 Pinnacle warrants that Cloud Service that: 23.1.1 it will perform substantially the Services using reasonable skill and care; and 23.1.2 in accordance respect of any Supplied Hardware: 23.1.2.1 as far as Pinnacle is able, Pinnacle will pass on to the Customer the benefits of any Manufacturers' Warranties; and 23.1.2.2 Pinnacle has the right to sell the Supplied Hardware and such Supplied Hardware is free of all charges and other encumbrances not disclosed or made known to the Customer by Pinnacle prior to the date of the Order. 23.2 The Customer warrants that: 23.2.1 it has full capacity and authority, and all necessary licences, permits and consents, to enter into and perform this Agreement, and that any persons signing this Agreement are duly authorised to bind the Customer; 23.2.2 it has all necessary licences, permissions and consents in relation to its existing system and software which may be required in order for Pinnacle to perform its obligations under this Agreement, including supply the Supplied Hardware, Software and/or Services; 23.2.3 it shall comply with the features Third Party Conditions together with any recommendations notified by Pinnacle and/or third party providers in relation to the handling and functions described updating of the Software, Equipment and/or Supplied Hardware as appropriate and shall hold Pinnacle harmless in relation to any losses incurred as a result of the applicable Documentation. To Customer failing to handle or update the Software, Equipment and/or Supplied Hardware as advised. 23.3 The express provisions of this Agreement are in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, customer, trade usage, course of dealing or otherwise, (including but not limited to implied undertakings of satisfactory quality, conformity with description and reasonable fitness for purpose all of which are hereby excluded to the maximum extent permitted by law). Without limitation, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this Pinnacle specifically denies any implied or express representation that the Supplied Hardware or Software will operate in conjunction with any other hardware items or software products or operate uninterrupted or error-free. 23.4 Without prejudice to clause 23.3, the Customer acknowledges that: 23.4.1 Pinnacle makes no warranty, representation or guarantee in relation to the Supplied Hardware, Software, Equipment and/or Services beyond the warranty in Section 6.2(a(including the Manufacturers’ Warranties), at its option: (i) will use commercially reasonable efforts to restore representation or guarantee offered by the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance third party supplier of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this AgreementSupplied Hardware, and disclaims all other warrantiesSoftware, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Equipment and/or Services and the results Customer acknowledges that any Apple branded Supplied Hardware, Equipment or products have a 12 month warranty; 23.4.2 the Supplied Hardware, Software and/or Services may not operate on an uninterrupted or error free basis; 23.4.3 unless otherwise specified in the Order, the Supplied Hardware, Software and/or Services will not enable the Customer to contact any emergency services or transmit any accurate location data in the event the Customer or its personnel attempt to use the Supplied Hardware, Software and/or Services to contact the emergency services; 23.4.4 Pinnacle shall have no liability for any loss or damage arising out of or in connection with an inability or impairment to access the emergency services using the Supplied Hardware, Software and/or Services; 23.4.5 any unauthorised modifications, use or improper installation of the Supplied Hardware or Software by or on behalf of the Customer shall render all Pinnacle's warranties and obligations under this Agreement null and void; 23.4.6 the only warranties in relation to the Software (including Pinnacle's supply thereof) are those contained in the licence from the third-party supplier(s) of the same; and 23.4.7 to the extent that Pinnacle is able to do so, it will pass the benefit of such use; Company will not be liable for warranties to the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environmentCustomer.

Warranties. (The Client shall ensure that during the term of this Agreement: a) Company warrants that Cloud Service it will perform substantially take all reasonable steps to ensure all information supplied in accordance with the features this Agreement is true, correct, current and functions described in the applicable Documentation. To the extent permitted by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (complete; b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use the Client has complied with the Code of Cloud Service not Conduct established by CICBL in providing any information in accordance with this Agreement., except where Code of Conduct is inconsistent with this Agreement or applicable laws in ▇▇▇▇ Islands; (bc) Company represents and warrants that all such Professional Services shall Business/Credit Information obtained from CICBL will not be performed in a professional and workmanlike manner sought or used by the Client other than in accordance with generally accepted industry standards. For the provisions of the Code of Conduct established by CICBL; d) the Client will hold secure any breach Client Database Access Code provided by CICBL and will only disclose the Identification Number to those individuals who are authorised by the Client to make a Business/Credit Information Request; e) the Client will inform CICBL immediately of any potential or suspected disclosure of any Client Database Access Code to any person who is not authorised by the Client; and f) the Client will ensure that all individuals who are authorised by the Client to make a Business/Credit Information Request are fully trained in and aware of their obligations under this Agreement, the Code of Conduct and the correct use of CICBL’s systems. 6.7.1 The CICBL shall ensure that during the term of this warranty Agreement: a) all its Services comply with all applicable laws: b) all its Services are free of any charge, lien, encumbrance or liability when supplied to the Client; and c) it will take reasonable steps to ensure that any Consumer Information and Business Information provided to the Client in Section 6.2(b)response to a Consumer Information Request and Business Information Request by the Client is accurate, Subscriber’s exclusive remedy up-to-date, complete and Company’s entire liability shall not misleading; d) each Service will be provided with all due care and skill that be expected of a skilled professional experienced in providing the re-performance of same or similar services; e) it will immediately disclose to the applicable Professional Client any activity that CICBL reasonability believes will have a material and adverse effect on its ability to provide the Services. (c) Company makes only the limited warranties expressly stated in this Agreement, and disclaims all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. Company does not warrant or otherwise guarantee that: 6.7.2 Each party warrants that it: (i) reported errors will is duly authorised to enter into and be corrected or support requests will be resolved to meet Subscribers’ needs, bound by this Agreement; (ii) holds all licences, approvals and permits required by any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guaranteeapplicable law to perform its obligations under this Agreement. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such use; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.

Warranties. (a) Company POV warrants that Cloud Service will and undertakes as follows: 10.1 POV is a company duly and properly organised and existing according to the laws of Malaysia and it has the power and the authority to enter into this Agreement and perform substantially in accordance with the features and functions described in the applicable Documentation. To its obligations under it; 10.2 except to the extent permitted that any rights are already owned by law, Subscriber’s exclusive remedy and Company’s entire liability for a breach PEAK or become vested in PEAK pursuant to the operation of this warranty in Section 6.2(a), at its option: (i) will use commercially reasonable efforts to restore the non-conforming Cloud Services so that they comply with this warranty, or (ii) if such restoration would not be commercially reasonable, Company may terminate the Order for the non-conforming Offering and refund any prepaid fees paid for such Offering. The warranty excludes: (a) no charge Offerings or Previews, and (b) issues, problems or defects arising from Third Party Content, Subscriber Data or Content, or use of Cloud Service not in accordance with this Agreement. (b) Company represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 6.2(b), Subscriber’s exclusive remedy and Company’s entire liability shall be the re-performance of the applicable Professional Services. (c) Company makes only the limited warranties expressly stated in this Agreement, POV (and disclaims no other person or entity) shall become the first owner throughout the world in all languages of the entire copyright and underlying rights (if any) and the beneficiary of all consents, waivers or contractual entitlements in connection with the Programmes (including without limitation the Production Services) for the purposes of assigning them to PEAK; 10.3 in respect of any work carried out for the Programmes, and subject to the rights of the Performing Rights Society (or its affiliated organisations based outside of the United Kingdom) in any musical works used in the Programmes POV shall irrevocably secure and pay for all rights and consents of owners of material featured in the Programmes and other persons supplying rights, services and facilities in respect of the Programmes to allow PEAK the unrestricted and unlimited exploitation of the Programme(s) throughout the world in all formats and all media (now known or hereafter devised) and will provide documentation or other evidence in support, if requested; 10.4 POV has not and it will not assign, license, mortgage, charge or otherwise deal with or encumber any rights whatsoever in the Programmes or any materials or physical items relating to the Programmes; 10.5 all other warrantiesimportant agreements relating to the Programmes shall be in writing; 10.6 there are no claims or proceedings pending or threatened, including without limitationwhich might affect POV's ability to perform its obligations under this Agreement or which otherwise, might adversely affect the implied warranties production, delivery or exploitation of merchantability the Programmes; 10.7 POV shall promptly advise PEAK of the occurrence of any event or the existence of any condition, which will adversely affect the financial condition of POV and/or its ability to fulfill its obligations under this Agreement; 10.8 the Production Services in Exhibit A is achievable; 10.9 the Programmes will be produced to a standard of first class technical, as per broadcast's standard quality. PEAK warrants and fitness for a particular purpose. Company undertakes as follows: 10.10 the format and concept of the Monster in my Pocket is original to and totally owned by Morrison entertainment Group Inc who, in an agree▇▇▇▇ ▇▇ted 11 November 2003 have granted the exploitation rights to PEAK; 10.11 the format and concept of the Monster in my Pocket does not warrant infringe any rights, trade marks or otherwise guarantee that: (i) reported errors will be corrected or support requests will be resolved to meet Subscribers’ needs, (ii) so called intellectual property rights of any Order or Third Party Content will be uninterrupted, error free, fail-safe, fault-tolerant, or free of harmful components, or (iii) any Content, including Subscriber and Third Party Content, will be secure or not otherwise lost or damaged. Representations about Orders or features or functionality in any communication with Subscriber constitutes technical information, not a warranty or guarantee. (d) Company’s Cloud Services have not been tested in all situations under which they may be used. Subscriber is solely responsible for determining the appropriate uses for the Cloud Services and the results of such usethird party; Company will not be liable for the results obtained through Subscriber’s use of the Cloud Services. Company’s Cloud Services are not specifically designed or intended for use in (i) storage of sensitive, personal information, (ii) direct life support systems, (iii) nuclear facility operations, or (iv) any other similar hazardous environment.and