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manufacturer. Customer agrees to look solely to the warranties and remedies, if any, provided by the manufacturer or third-party
<br />licensor. For a list of Third Party Hardware, see Exhibit A. For a list of Sublicensed Software, see Exhibit D or the applicable
<br />order. The disclaimers in this Section 9.6 are not intended to apply to embedded third party software integrated within the Hart
<br />Proprietary Software , contemplated by Section 5.1.
<br />9.7 . Limited Remedies . HART'S SOLE RESPONSIBILITY FOR MALFUNCTIONS AND DEFECTS IN PRODUCTS AND SERVICES
<br />IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN, AND TO THE EXTENT SET FORTH IN, THIS WARRANTY
<br />TERMS SECTION.
<br />10. PROFESSIONAL SERVICES
<br />10 .1. Professional Services . Subject to the terms and conditions of this Agreement, Hart will provide Customer (i) operational training
<br />and on-site support at the first election in which the Products are used, and (ii) the Professional Services described in each Hart-
<br />accepted, Customer-signed quotation. Professional Service days cannot be exchanged for Product fees, Annual Fees, or fees
<br />for other Services. If the Professional Services in an applicable quotation are not used prior to 60 days after the date of the
<br />Customer's first election in which any portion of the Product is used, Hart's Professional Services obligations shall expire and
<br />unused days will be billed to the Customer without recovery of amounts paid in advance for Professional Services .
<br />11. REPRESENTATIONS AND WARRANTIES
<br />11.1 . Due Organization . Each party represents that it is duly organized, validly existing, and in good standing in the jurisdiction of its
<br />organization, and that it has the requisite power and authority to execute and deliver this Agreement and to carry out the
<br />transactions contemplated by this Agreemen t.
<br />11.2 . Conflicting Agreements. Each party represents and warrants that it has no outstanding agreement or obligation that is in
<br />conflict with any of the provisions of this Agreement, or that would preclude it from complying with the provisions hereof.
<br />12. CUSTOMER RESPONSIBILITIES
<br />12.1 . Independent Determination . Customer acknowledges it has independently determined that the Products purchased under this
<br />Agreement meet its requirements
<br />12.2. Cooperation. Customer agrees to cooperate with Hart and promptly perform Customer's responsibilities hereunder. Customer
<br />will (a) provide adequate working and storage space for use by Hart personnel near the applicable Hardware; (b) provide Hart full
<br />access to the Hardware and Software and sufficient computer time, subject to Customer's security rules; (c) follow Hart's
<br />procedures for plaCing hardware warranty or software support service requests and determining if warranty remedial service is
<br />required; (d) follow Hart's instructions for obtaining hardware and software support and warranty services; (e) provide a memory
<br />dump and additional data in machine-readable form if requested; (f) reproduce suspected errors or malfunctions in Software; (g)
<br />provide timely access to key Customer personnel and timely respond to Hart's questions; and (h) otherwise cooperate with Hart
<br />in its performance under this Agreement.
<br />12.3. Site Preparation. Customer shall prepare and maintain the installation site in accordance with instructions provided by Hart.
<br />Customer is responsible for environmental requirements, electrical interconnections, and modifications to facilities for proper
<br />installation, in accordance with Hart's speCifications. Any delays in preparation of the installation site will correspondin gly extend
<br />Hart's delivery and installation deadlines.
<br />12.4. Site· Maintenance; Proper Storage . Customer shall maintain the appropriate operating environment , in accordance with Hart's
<br />specifications, for the Products and all communications equipment, telephone lines, electric lines, cabling, modems, air
<br />conditioning, and all other equipment and utilities necessary for the Products to operate properly. Customer shall properly store
<br />the Products when not in use.
<br />12.5 . Use . Customer is exclusively responsible for supervising, managing, and controlling its use of the Products, including, but not
<br />limited to, establishing operating procedures and audit controls, supervising its employees, making timely data backups, inputting
<br />data, ensuring the accuracy and security of data input and data output, monitoring the accuracy of information obtained, and
<br />managing the use of information and data obtained . Customer will ensure that its personnel are, at all times, educated and
<br />trained in the proper use and operation of the Products and that the Hardware and Software are used in accordance with
<br />applicable manuals, instructions, and specifications. Customer shall comply with all applicable laws, rules, and regulations with
<br />respect to its use of the Products .
<br />12.6. Backups. Customer is solely responsible for timely data backups, and Customer will maintain backup data necessary to replace
<br />critical Customer data in the event of loss or damage to data from any cause. Hart is not liable for data loss.
<br />13. TERM AND TERMINATION
<br />Verity Master Agreement _10192016f 7
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