Common use of Warranty and Disclaimer of Warranty Clause in Contracts

Warranty and Disclaimer of Warranty. 4.1 Licensor warrants that the Software Products, other than the data base portion of the Software Product covered by this Agreement, will, at the time of Turnover, substantially conform to its functional description in Licensor's technical proposal. Licensee's sole remedy and Licensor's sole obligation shall be to deliver any amendments or alterations required to correct any such non-conforming Software which is found to be defective within a period of one (1) year after Turnover and which significantly affects its performance. 4.2 Licensor warrants that the data base portion of the Software Product covered by this License shall substantially conform to the site dependent data submitted by Licensee. Licensee's sole remedy and Licensor's sole obligation shall be to correct any nonconforming data base which is found to be defective within a period of ninety (90) days after Turnover. 4.3 The foregoing warranties do not extend to defects or non-conformities from any cause, including but not limited to, abuse, acts of God, improper installation, modifications or maintenance (if performed by other than Licensor) and other defects traceable to Licensee's acts or omissions; or defects or nonconformities in software, firmware or data base traceable to Licensee's errors, modifications or system changes. 4.4 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OF DATA OR USE, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND AGAINST BUYER BY ANY OTHER PARTY. IN NO EVENT WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Warranty and Disclaimer of Warranty. 4.1 Licensor (a) During the term of this Agreement, the Software will function substantially in accordance with the Documentation. The Customer’s sole remedy for any failure to conform to this warranty will be as provided in Section 5 above. (b) JOBPROGRESS warrants that (i) unless specifically set forth on Exhibit B, the Software Products, other than the data base portion use and access of the Software Product covered in accordance with the Documentation shall not require Customer to purchase any additional third party products or any software licenses, and (ii) it has the right to enter into this Agreement and grant Customer the licenses to the Software as set forth in this Agreement (including any third party software included, embedded or provided with the Software), and (iii) it shall use industry standard firewall and security protection from any network attack and other malicious harmful or disabling data, work, virus, code or program. (c) The services to be provided by JOBPROGRESS under this Agreement, will, at Agreement (the time of Turnover, substantially “Services”) will be performed in a workmanlike and professional manner and consistent with the industry standards. The Customer’s sole remedy for any failure to conform to its functional description in Licensor's technical proposal. Licensee's sole remedy and Licensor's sole obligation shall be to deliver any amendments or alterations required to correct any such this warranty is re-performance of the non-conforming Software which is found to be defective within a period of one (1) year after Turnover and which significantly affects its performanceServices. 4.2 Licensor warrants that the data base portion of the Software Product covered by this License shall substantially conform to the site dependent data submitted by Licensee. Licensee's sole remedy and Licensor's sole obligation shall be to correct any nonconforming data base which is found to be defective within a period of ninety (90d) days after Turnover. 4.3 The foregoing warranties do not extend to defects or non-conformities from any causeEXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, including but not limited toTHE SOFTWARE, abuseDOCUMENTATION AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND JOBPROGRESS MAKES NO WARRANTY OF ANY KIND CONCERNING THE SOFTWARE, acts of GodDOCUMENTATION, improper installation, modifications or maintenance (if performed by other than Licensor) and other defects traceable to Licensee's acts or omissions; or defects or nonconformities in software, firmware or data base traceable to Licensee's errors, modifications or system changes. 4.4 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIESOR SERVICES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS AND JOBPROGRESS DOES NOT WARRANT THAT THE USE OF SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. BUYER FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE No affirmation of JOBPROGRESS, by words or action, other than as set forth in this Section 5.2, will constitute a warranty. (e) LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY. EXCEPT FOR ANY LOSS (I) FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT (II) BREACH OF DATA OBLIGATIONS SET FORTH IN SECTIONS 2.2, AND/OR USE5.3, LOST PROFITS OR REVENUE, (III) OR FOR ANY CLAIM OBLIGATIONS OF JOBPROGRESS UNDER SECTION 5.2(g), (IV) ISSUANCE OF CREDITS AS SET FORTH IN EXHIBIT C IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY AND ALL CLAIMS RELATED TO THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT OR DEMAND AGAINST BUYER BY ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) EXCEED THE FEES PAID UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. THE PROVISIONS OF THIS AGREEMENT CONTAIN THE ENTIRE LIABILITY OF EACH PARTY, AND THE SOLE AND EXCLUSIVE REMEDY FOR THE OTHER PARTY, FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT. (f) DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL LICENSOR EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGESDAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED INCLUDING WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, OR LOSS OF OR DAMAGE TO ANY PROPERTY OR DATA (INCLUDING PROPERTY OR DATA HANDLED OR PROCESSED THROUGH THE USE OF THE POSSIBILITY OF SUCH SOFTWARE OR SUPPORT SOFTWARE) OR ANY PUNITIVE DAMAGES. (g) JOBPROGRESS shall indemnify, defend and hold harmless Customer, its officers, directors, employees, customers and agents from any and all claims, damages, expenses and costs (including attorney’s fees and court costs) arising from any claim that the Software and/or Documentation infringes any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right of any third party (“Claim”); provided, that Customer promptly notifies JOBPROGRESS of the Claim, allows JOBPROGRESS to control the defense of such Claim, does not agree to any settlement of such Claim without JOBPROGRESS’s prior written consent and provides, at JOBPROGRESS’s expense, such information and assistance as JOBPROGRESS reasonably requests in connection with the defense of such Claim. This indemnity shall not apply to any Claim of infringement resulting from use or combination of the Software with software, hardware or other materials not approved by JOBPROGRESS; provided that such Claim would not have arisen but for the combination of the Software with such un-approved software, hardware or materials. If the Software or Documentation becomes, or in JOBPROGRESS’s opinion are likely to become, the subject of a claim of infringement of a patent, trade secret or copyright, JOBPROGRESS may, in its sole discretion and at its sole cost and expense, (i) secure the right for Customer to continue to use the Software and the Documentation, (ii) replace or modify the Software or Documentation to make it non-infringing such that it continues to perform substantially in accordance with the Documentation or (iii) terminate this Agreement by giving Customer written notice to such effect and refunding to Customer a pro rata portion of the prepaid monthly fee paid by Customer based on the amount of such month that the Software is not available. Customer shall have the right to participate in the defense of any such Claim at its own expense. JOBPROGRESS shall not, without first obtaining Customer’s prior written consent, settle any claim in any manner where Customer would be required to admit any liability. In the event the options listed in subsections (i) or (ii) are not implemented and Customer’s use of the Software and/or Documentation is materially affected by the Claim or Customer’s continued use of the Software would reasonably result in continued liability for Customer, Customer shall have the right to immediately terminate this Agreement by providing written notice to JOBPROGRESS. (h) THE REMEDIES SET FORTH IN SECTIONS 5.2 (g) STATE THE ENTIRE LIABILITY OF JOBPROGRESS WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS, OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY BY THE SOFTWARE, THE DOCUMENTATION OR ANY PART THEREOF AND JOBPROGRESS WILL NOT HAVE ANY ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVEN INFRINGEMENT. (i) Non-GA Services. From time to time JOBPROGRESS may provide product features or services that are not generally available to all of JOBPROGRESS customers ("Non-GA Services"). Customer may choose not to use any Non-GA Services in Customer’s sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Non-GA Services at any time in JOBPROGRESS’s sole discretion and may never make them generally available.

Warranty and Disclaimer of Warranty. 4.1 Licensor (a) If you have downloaded, installed or used the Licensed Software but have not purchased a Subscription or received any Professional Services, to the maximum extent permitted by applicable law, except as stated in this agreement, the Licensed Software is provided and licensed "as is" without warranty of any kind, either expressed or implied. (b) If you have purchased a Subscription pursuant to the terms hereof and are current in payments for such Subscription, Aras represents and warrants that the Licensed Software Products, other than the data base portion of the Software Product covered by this Agreement, will, at the time of Turnover, substantially conform to its functional description in Licensor's technical proposal. Licensee's sole remedy and Licensor's sole obligation shall will be to deliver any amendments or alterations required to correct any such non-conforming Software which is found to be defective within a period of one (1) year after Turnover and which significantly affects its performance. 4.2 Licensor warrants that the data base portion of the Software Product covered by this License shall substantially conform to the site dependent data submitted by Licensee. Licensee's sole remedy and Licensor's sole obligation shall be to correct any nonconforming data base which is found to be defective within free from Errors for a period of ninety (90) days (the “Warranty Period”) following the start date of the Initial Term of the Subscription, provided that the Subscription Provider is notified of such Error within the Warranty Period. Aras’ entire liability and Licensee’s exclusive remedy for any breach of such warranty shall be, at Aras’ sole discretion, to (i) replace the Licensed Software or (ii) use commercially reasonable efforts to correct the Error, provided that Licensee supplies such additional information regarding the Error as Subscription Provider may reasonably request. If Aras does not replace the Licensed Software and/or does not repair the Error (either by providing a bug fix, a workaround or otherwise) within a reasonable time after Turnovernotice of the Error, upon Licensee’s request, Aras will provide a refund of the fee for the Subscription paid by Licensee for the applicable Licensed Software, pro-rated for the remainder of the Initial Term, upon verification, satisfactory to Aras, that the Licensed Software has been removed from Licensee’s computers and networks or is no longer available to Licensee for its use. 4.3 The foregoing warranties do not extend (c) If you have received any Professional Services and are current in payments for such Professional Services, Aras warrants that the Work Product will substantially conform to defects the specifications explicitly set forth in the SOW (the “Specifications”). Aras’ sole liability and Licensee’s exclusive remedy for breach of such warranty shall be to correct or replace that portion of the Work Product which fails to conform to the Specifications; provided, however, that Licensee has reported in writing any such failure to confirm within sixty (60) days of delivery (the “Review Period”) of the Work Product. Aras shall have no liability if (i) Licensee modifies the Work Product without prior written consent; (ii) Licensee fails to give written notice of the non-conformities from any cause, including but not limited to, abuse, acts conformance of God, improper installation, modifications or maintenance (if performed by other than Licensor) and other defects traceable the Work Product to Licensee's acts or omissionsthe Specifications within the Review Period; or defects or nonconformities in software, firmware or data base traceable to Licensee's errors, modifications or system changes. 4.4 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OF DATA OR USE, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND AGAINST BUYER BY ANY OTHER PARTY. IN NO EVENT WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.or

Warranty and Disclaimer of Warranty. 4.1 5.1 Licensor warrants that the Software Products, other than the data base portion of the Software Product covered by this Agreement, will, will at the thc time of Turnover, substantially conform to its functional description in Licensor's technical proposal. proposal Licensee's sole remedy and Licensor's sole obligation shall be to deliver any amendments or alterations required to correct any such non-conforming Software which is found to be defective within a period of one (1) year after Turnover and which significantly affects its performance. 4.2 5.2 Licensor warrants that the data base portion of the Software Product covered by this License shall substantially conform to the site dependent data submitted by Licensee. Licensee's sole remedy and Licensor's sole obligation shall be to correct any nonconforming data base which is found to be defective within a period of ninety (90) days after Turnover. 4.3 5.3 The foregoing warranties do not extend to defects or non-conformities from any cause, including but not limited to, abuse, acts of God, improper installation, modifications or maintenance (if performed by other than Licensor) and other defects traceable to Licensee's acts or omissions; or defects or nonconformities in software, firmware or data base traceable to Licensee's errors, modifications or system changes. 4.4 5.4 There are no warrantees of any kind for Licensee Created Software. 5.5 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OF DATA OR USE, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND AGAINST BUYER BY ANY OTHER PARTY. IN NO EVENT WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Warranty and Disclaimer of Warranty. 4.1 Licensor 11.1. Institute represents and warrants that the Software Productsthat, other than the data base portion (a) as of the Software Product covered by Effective Date, it has the right and authority to enter into and to grant the license set forth in this Agreement; and (b) the Content will operate substantially in accordance with the functional requirements set forth in its documentation, willif any. While Institute makes reasonable efforts to ensure the accuracy and availability of the Content, at the time of Turnover, substantially conform to its functional description in Licensor's technical proposal. Licensee's sole remedy and Licensor's sole obligation shall be to deliver any amendments or alterations required to correct any such non-conforming Software which is found to be defective within a period of one (1) year after Turnover and which significantly affects its performance. 4.2 Licensor warrants Institute does not warrant that the data base portion portions of the Software Product covered Content are accurate, that Member's use of the Content will be uninterrupted, that the operation of the Content will be error free, or that the Content will achieve the results intended by this License shall substantially conform to Member. Institute does not warrant use of the site dependent data submitted by Licensee. Licensee's sole remedy and Licensor's sole obligation shall be to correct Content via the Internet or via telecommunications lines or any nonconforming data base network over which is found to be defective within a period of ninety (90) days after TurnoverInstitute has no direct control. 4.3 The foregoing warranties do not extend to defects or non-conformities from any cause11.2. THIS IS A LIMITED WARRANTY, including but not limited to, abuse, acts of God, improper installation, modifications or maintenance (if performed by other than Licensor) and other defects traceable to Licensee's acts or omissions; or defects or nonconformities in software, firmware or data base traceable to Licensee's errors, modifications or system changes. 4.4 AND IT IS THE FOREGOING WARRANTIES ARE ONLY WARRANTY MADE BY INSTITUTE. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. INSTITUTE AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED TO ANY WARRANTIES OF MERCHANTABILITY AND MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. BUYER FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OF DATA OR USENO DEALER, LOST PROFITS OR REVENUEAGENT, OR FOR EMPLOYEE OF INSTITUTE IS AUTHORIZED TO MAKE ANY CLAIM MODIFICATIONS, EXTENSIONS, OR DEMAND AGAINST BUYER ADDITIONS TO THIS LIMITED WARRANTY. THE LICENSE GRANTED UNDER THIS AGREEMENT TO MEMBER DOES NOT INCLUDE THE RIGHT TO USE OR DISSEMINATE THE TRADEMARKS, LOGO, ARTWORK, IMAGES AND GRAPHICS OF THIRD PARTIES CONTAINED IN THE CONTENT IN ANY WAY THAT IS LIKELY TO CAUSE CONFUSION AS TO THE SOURCE, AFFILIATION, OWNERSHIP AND/OR SPONSORSHIP THEREOF. THE THIRD PARTY TRADEMARKS AND LOGOS THAT APPEAR IN THE CONTENT ARE OWNED BY THEIR RESPECTIVE COMPANIES WHICH ARE NOT AFFILIATED IN ANY OTHER PARTYWAY WITH INSTITUTE. IN NO EVENT WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED ACCESS TO SUCH THIRD PARTY CONTENT IS BEING PROVIDED TO YOU ON AN "AS IS" BASIS AND YOUR USE THEREOF IS STRICTLY AT YOUR OWN RISK. NONE OF THE POSSIBILITY CONTENT IS WARRANTED TO BE FREE FROM ERRORS. INCLUSION OF SUCH DAMAGESANY PRODUCT INFORMATION DOES NOT IMPLY THAT INSTITUTE OR OASIS IN ANY WAY SPONSOR OR ENDORSE THAT PRODUCT. 11.3. The Content may contain links to other websites. Institute does not control or endorse these third party sites and shall not be responsible for their availability, content, delivery of service or liability arising from accessing any third party sites and/or the content appearing thereon.

Warranty and Disclaimer of Warranty. 4.1 Licensor warrants that the Software Products, other than the data base portion of the Software Product covered by this Agreement, will, at the time of the Turnover, substantially conform to its functional description in Licensor's technical proposal. Licensee's sole remedy and Licensor's sole obligation shall be to deliver any amendments or alterations required to correct any such non-conforming Software which is found to be defective within a period of one (1) year after Turnover and which significantly affects its performance. 4.2 Licensor warrants that the data base portion of the Software Product covered by this License shall substantially conform to the site dependent data submitted by Licensee. Licensee's sole remedy and Licensor's sole obligation shall be to correct any nonconforming data base which is found to be defective within a period of ninety (90) days after Turnover. 4.3 The foregoing warranties do not extend extent to defects or non-conformities from any cause, including but not limited to, abuse, acts of God, improper installation, modifications or maintenance (if performed by other than Licensor) and other defects traceable to Licensee's acts or of omissions; or defects or nonconformities in software, firmware or data base traceable to Licensee's errors, modifications or system changes. 4.4 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OF DATA OR USE, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND AGAINST BUYER BY ANY OTHER PARTY. IN NO EVENT WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Warranty and Disclaimer of Warranty. 4.1 Licensor (a) During the term of this Agreement, the Software will function substantially in accordance with the Documentation. The Customer’s sole remedy for any failure to conform to this warranty will be as provided in Section 5 above. (b) JOBPROGRESS warrants that (i) unless specifically set forth on Exhibit B, the Software Products, other than the data base portion use and access of the Software Product covered in accordance with the Documentation shall not require Customer to purchase any additional third party products or any software licenses, and (ii) it has the right to enter into this Agreement and grant Customer the licenses to the Software as set forth in this Agreement (including any third party software included, embedded or provided with the Software), and (iii) it shall use industry standard firewall and security protection from any network attack and other malicious harmful or disabling data, work, virus, code or program. (c) The services to be provided by JOBPROGRESS under this Agreement, will, at Agreement (the time of Turnover, substantially “Services”) will be performed in a workmanlike and professional manner and consistent with the industry standards. The Customer’s sole remedy for any failure to conform to its functional description in Licensor's technical proposal. Licensee's sole remedy and Licensor's sole obligation shall be to deliver any amendments or alterations required to correct any such this warranty is re-performance of the non-conforming Software which is found to be defective within a period of one (1) year after Turnover and which significantly affects its performanceServices. 4.2 Licensor warrants that the data base portion of the Software Product covered by this License shall substantially conform to the site dependent data submitted by Licensee. Licensee's sole remedy and Licensor's sole obligation shall be to correct any nonconforming data base which is found to be defective within a period of ninety (90d) days after Turnover. 4.3 The foregoing warranties do not extend to defects or non-conformities from any causeEXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, including but not limited toTHE SOFTWARE, abuseDOCUMENTATION AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND JOBPROGRESS MAKES NO WARRANTY OF ANY KIND CONCERNING THE SOFTWARE, acts of GodDOCUMENTATION, improper installation, modifications or maintenance (if performed by other than Licensor) and other defects traceable to Licensee's acts or omissions; or defects or nonconformities in software, firmware or data base traceable to Licensee's errors, modifications or system changes. 4.4 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIESOR SERVICES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS AND JOBPROGRESS DOES NOT WARRANT THAT THE USE OF SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. BUYER FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE No affirmation of JOBPROGRESS, by words or action, other than as set forth in this Section 5.2, will constitute a warranty. (e) LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY. EXCEPT FOR ANY LOSS (I) FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT (II) BREACH OF DATA OBLIGATIONS SET FORTH IN SECTIONS 2.2, AND/OR USE5.3, LOST PROFITS OR REVENUE, (III) OR FOR ANY CLAIM OBLIGATIONS OF JOBPROGRESS UNDER SECTION 5.2(g), (IV) ISSUANCE OF CREDITS AS SET FORTH IN EXHIBIT C IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY AND ALL CLAIMS RELATED TO THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT OR DEMAND AGAINST BUYER BY ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) EXCEED THE FEES PAID UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. THE PROVISIONS OF THIS AGREEMENT CONTAIN THE ENTIRE LIABILITY OF EACH PARTY, AND THE SOLE AND EXCLUSIVE REMEDY FOR THE OTHER PARTY, FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT. (f) DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL LICENSOR EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGESDAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED INCLUDING WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, OR LOSS OF OR DAMAGE TO ANY PROPERTY OR DATA (INCLUDING PROPERTY OR DATA HANDLED OR PROCESSED THROUGH THE USE OF THE POSSIBILITY OF SUCH SOFTWARE OR SUPPORT SOFTWARE) OR ANY PUNITIVE DAMAGES. (g) JOBPROGRESS shall indemnify, defend and hold harmless Customer, its officers, directors, employees, customers and agents from any and all claims, damages, expenses and costs (including attorney’s fees and court costs) arising from any claim that the Software and/or Documentation infringes any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right of any third party (“Claim”); provided, that Customer promptly notifies JOBPROGRESS of the Claim, allows JOBPROGRESS to control the defense of such Claim, does not agree to any settlement of such Claim without JOBPROGRESS’s prior written consent and provides, at JOBPROGRESS’s expense, such information and assistance as JOBPROGRESS reasonably requests in connection with the defense of such Claim. This indemnity shall not apply to any Claim of infringement resulting from use or combination of the Software with software, hardware or other materials not approved by JOBPROGRESS; provided that such Claim would not have arisen but for the combination of the Software with such un-approved software, hardware or materials. If the Software or Documentation becomes, or in JOBPROGRESS’s opinion are likely to become, the subject of a claim of infringement of a patent, trade secret or copyright, JOBPROGRESS may, in its sole discretion and at its sole cost and expense, (i) secure the right for Customer to continue to use the Software and the Documentation, (ii) replace or modify the Software or Documentation to make it non-infringing such that it continues to perform substantially in accordance with the Documentation or (iii) terminate this Agreement by giving Customer written notice to such effect and refunding to Customer a pro rata portion of the prepaid monthly fee paid by Customer based on the amount of such month that the Software is not available. Customer shall have the right to participate in the defense of any such Claim at its own expense. JOBPROGRESS shall not, without first obtaining Customer’s prior written consent, settle any claim in any manner where Customer would be required to admit any liability. In the event the options listed in subsections (i) or (ii) are not implemented and Customer’s use of the Software and/or Documentation is materially affected by the Claim or Customer’s continued use of the Software would reasonably result in continued liability for Customer, Customer shall have the right to immediately terminate this Agreement by providing written notice to JOBPROGRESS. (h) THE REMEDIES SET FORTH IN SECTIONS 5.2 (g) STATE THE ENTIRE LIABILITY OF JOBPROGRESS WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS, OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY BY THE SOFTWARE, THE DOCUMENTATION OR ANY PART THEREOF AND JOBPROGRESS WILL NOT HAVE ANY ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVEN INFRINGEMENT. (i) Non-GA Services. From time to time JOBPROGRESS may provide product features or services that are not generally available to all of JOBPROGRESS customers ("Non-GA Services"). Customer may choose not to use any Non-GA Services in Customer’s sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Non-GA Services at any time in JOBPROGRESS’s sole discretion and may never make them generally available.

Warranty and Disclaimer of Warranty. 4.1 Licensor (a) If you have downloaded, installed or used the Licensed Software but have not purchased a Subscription or received any Professional Services, to the maximum extent permitted by applicable law, except as stated in this agreement, the Licensed Software is provided and licensed "as is" without warranty of any kind, either expressed or implied. (b) If you have purchased a Subscription pursuant to the terms hereof and are current in payments for such Subscription, Aras represents and warrants that the Licensed Software Products, other than the data base portion of the Software Product covered by this Agreement, will, at the time of Turnover, substantially conform to its functional description in Licensor's technical proposal. Licensee's sole remedy and Licensor's sole obligation shall will be to deliver any amendments or alterations required to correct any such non-conforming Software which is found to be defective within a period of one (1) year after Turnover and which significantly affects its performance. 4.2 Licensor warrants that the data base portion of the Software Product covered by this License shall substantially conform to the site dependent data submitted by Licensee. Licensee's sole remedy and Licensor's sole obligation shall be to correct any nonconforming data base which is found to be defective within free from Errors for a period of ninety (90) days (the “Warranty Period”) following the start date of the Initial Term of the Subscription, provided that the Subscription Provider is notified of such Error within the Warranty Period. Aras’ entire liability and Licensee’s exclusive remedy for any breach of such warranty shall be, at Aras’ sole discretion, to (i) replace the Licensed Software or (ii) use commercially reasonable efforts to correct the Error, provided that Licensee supplies such additional information regarding the Error as Subscription Provider may reasonably request. If Aras does not replace the Licensed Software and/or does not repair the Error (either by providing a bug fix, a workaround or otherwise) within a reasonable time after Turnovernotice of the Error, upon Licensee’s request, Aras will provide a refund of the fee for the Subscription paid by Licensee for the applicable Licensed Software, pro-rated for the remainder of the Initial Term, upon verification, satisfactory to Aras, that the Licensed Software has been removed from Licensee’s computers and networks or is no longer available to Licensee for its use. 4.3 The foregoing warranties do not extend (c) If you have received any Professional Services and are current in payments for such Professional Services, Aras warrants that the Work Product will substantially conform to defects the specifications explicitly set forth in the SOW (the “Specifications”). Aras’ sole liability and Licensee’s exclusive remedy for breach of such warranty shall be to correct or replace that portion of the Work Product which fails to conform to the Specifications; provided, however, that Licensee has reported in writing any such failure to confirm within sixty (60) days of delivery (the “Review Period”) of the Work Product. Aras shall have no liability if (i) Licensee modifies the Work Product without prior written consent; (ii) Licensee fails to give written notice of the non-conformities from any causeconformance of the Work Product to the Specifications within the Review Period; or (iii) the failure of the Work Product to conform to the Specifications is caused in whole or part by persons other than the Service Provider, including but or by products, equipment or computer programs not limited licensed by the Service Provider or Aras, if Aras is not the Service Provider. (d) Licensee represents, warrants, covenants and agrees not to, abusedirectly or indirectly, acts of Godexport, improper installationre-export or transship products, modifications technology or maintenance (if performed by other than Licensor) and other defects traceable to Licensee's acts or omissions; or defects or nonconformities in software, firmware including, without limitation, the Licensed Software, in violation of any applicable U.S. export control laws and regulations or data base traceable to Licensee's errorsany other applicable export control laws of any country having jurisdiction over the parties or the transaction contemplated by this Agreement. By using the Licensed Software, modifications Licensee represents and warrants that it is not located in, under control of, or system changesa national or resident of any U.S. embargoed country or on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. 4.4 THE FOREGOING WARRANTIES ARE (e) EXCEPT AS EXPRESSLY STATED IN LIEU OF THIS SUBSECTION D.1, ARAS AND ALL OTHER ARAS AUTHORIZED PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR WHETHER EXPRESS, IMPLIED, INCLUDING BUT OR STATUTORY, WRITTEN OR ORAL. ANY AND ALL WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT SHALL NOT LIMITED TOBE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF, THE IMPLIED WARRANTIES RENDERING OF MERCHANTABILITY TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH ITS PERFORMANCE OF PROFESSIONAL SERVICES. THE LICENSED SOFTWARE IS INTENDED TO BE USED BY TRAINED PROFESSIONALS AND FITNESS IS NOT A SUBSTITUTE FOR A PARTICULAR PURPOSEPROFESSIONAL JUDGMENT, TESTING, SAFETY AND UTILITY. BUYER FURTHER AGREES LICENSEE IS SOLELY RESPONSIBLE FOR ANY RESULTS OBTAINED FROM USING THE LICENSED SOFTWARE. NEITHER ARAS NOR ANY ARAS AUTHORIZED PARTNER WARRANTS THAT LICENSOR THE OPERATION OR OTHER USE OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR WILL NOT BE LIABLE FOR ANY LOSS OF DATA CAUSE DAMAGE OR USEDISRUPTION TO LICENSEE’S DATA, LOST PROFITS COMPUTERS OR REVENUE, OR FOR ANY CLAIM OR DEMAND AGAINST BUYER BY ANY OTHER PARTY. IN NO EVENT WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESNETWORKS.

Warranty and Disclaimer of Warranty. 4.1 Licensor imited Warranty. RedSeal warrants that (a) the Software ProductsHardware and Software, other than as delivered, will perform substantially in accordance with the data base portion of the Software Product covered by this Agreement, will, at the time of Turnover, substantially conform to its functional description in Licensor's technical proposal. Licensee's sole remedy and Licensor's sole obligation shall be to deliver any amendments or alterations required to correct any such non-conforming Software which is found to be defective within a period of one (1) year after Turnover and which significantly affects its performance. 4.2 Licensor warrants that the data base portion of the Software Product covered by this License shall substantially conform to the site dependent data submitted by Licensee. Licensee's sole remedy and Licensor's sole obligation shall be to correct any nonconforming data base which is found to be defective within applicable Documentation for a period of ninety days from the date of initial delivery to Licensee and that any Maintenance and Technical Services shall be performed in a professional manner. RedSeal makes no warranty that the operation of the Products will be uninterrupted or error-free, that the Products will meet Licensee’s requirements or that the Products will operate in combination with hardware or software not provided by RedSeal. In the event that the Products or Technical Services do not conform with the above warranties, RedSeal’s entire liability and Licensee’s sole remedy shall be for RedSeal to (90i) days after Turnover. 4.3 The foregoing warranties do with respect to Software, use its reasonable efforts to correct any reproducible error confirmed by RedSeal; provided, however, that Licensee acknowledges that RedSeal may not be able, and shall have no obligation, to correct all errors or (ii) with respect to Maintenance or and Technical Services, re-perform such Maintenance or and Technical Services at no additional charge to Licensee. In the event the Hardware does not conform to the above warranties, RedSeal’s entire liability and Licensee’s sole remedy shall be for RedSeal to provide repaired or replacement Hardware to Licensee pursuant to RedSeal’s then current RMA process. RedSeal’s warranty shall not extend to defects errors that result from: (i) Licensee’s failure to implement any Updates which are provided by RedSeal; (ii) use of the Products other than in accordance with the Documentation; (iii) any alterations of or non-conformities from any cause, including but not limited to, abuse, acts of God, improper installation, modifications or maintenance (if additions to the Products performed by parties other than LicensorRedSeal; (iv) and use of the Products in a manner for which they were not designed or outside the scope of this Agreement; (v) accident, negligence, or misuse of the Products by any party other defects traceable to Licensee's acts or omissionsthan RedSeal; or defects or nonconformities in software, firmware or data base traceable to Licensee's errors, modifications or system changes(vi) combination of the Products with other products not supplied by RedSeal. 4.4 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OF DATA OR USE, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND AGAINST BUYER BY ANY OTHER PARTY. IN NO EVENT WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.