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shall not be in breach hereof or othenrise liable for any failure or inability to provide the Services as a result of such <br />unavailability of any Third Party Components; and (b) MAIS may in its sole discretion modify, change or replace the <br />applicable Third Party Components and otherwise attempt to mitigate the impact of the such unavailability of Third Party <br />Components, subject to the right to terminate set out in Section 16. <br />L Customer Responsibilities <br />(a) Gooperation by Customer. Customer acknowledges that the success and timeliness of the implementation process <br />shall require the active participation and collaboration of Customer and its staff and agrees to act reasonably and co- <br />operate fully with MAIS to achieve the Completion of Services related to any Professional Services provided by MAIS. <br />To enable MAIS to provide effective Support Services, the Customer will establish auto remote access based on remote <br />access procedures compatible with MAIS' practices. <br />(b) Project Manager. Customer shall appoint a project managerwho shallwork closely with MAIS to facilitate the successful <br />completion of the implementation process and who shall be responsible for supervising Customer staff and ensure their <br />co-operation with and participation in such process during any Professional Services engagement. <br />(c) Gustomer Equipment. Customer agrees that it shall be responsible, at its sole expense, for providing all lnternet access, <br />including but not limited to obtaining, installing and maintaining all equipment, hardware, network, lnternet or direct <br />telecommunications connections and software applications (e.9. web browser) at Customer's facilities required for Users <br />to access and use the Services. MAIS shall not be responsible for the operation of any lnternet, network or other <br />communication services. Customer further acknowledges that access to and the operation of the Services requires <br />Customer's and Users' hardware to be of sufficient quality, condition and repair, and Customer agrees to and/or to ensure <br />that Users' maintain their applicable hardware in the appropriate quality, condition and repair at its sole cost and expense. <br />These requirements may also be necessary in order to facilitate the achievement of Completion of Services related to <br />any Professional Services supplied by MAIS. <br />(d) Passwords. Customer agrees to comply with all MAIS security policies and procedures as provided to it and amended <br />from time to time. Customer and its Users shall be responsible for keeping any and all passwords and user lD's assigned <br />to its Users secret and confidential. Customer agrees that it is and shall remain solely and completely liable for any <br />communications or other uses that are made using Customer's or its Users' passwords and user lD's, as well as any <br />obligation that may result from such use. Customer agrees to notify MAIS in writing if it believes that a password has <br />been stolen or might otherwise be misused. Customer agrees to notify MAIS immediately of any unauthorized use of <br />any password or user lD or any other breach of security suspected by Customer. <br />(e) Users. The Customer is responsible for: (i) the actions of Users using the Services in accordance with this Agreement; <br />(ii) ensuring that Users agree to any further terms and conditions as may be provided by MAIS from time to time for Users; <br />and (iii) informing MAIS of any information about Users' actions that may affect either the Services or third party data <br />contained in or used by the Services, or MAIS' ability to provide the Services as contemplated by this Agreement. <br />(f) Gompliance with Laws. Customer represents and warrants to MAIS that it and its Users will at all times be in compliance <br />with all applicable local, state, provincial, federal and international laws including but not limited to those laws regarding <br />restrictions on exports, defamation, libel, harm to reputation, invasion of privacy, misuse or failure to protect personal <br />information, violation of secrecy, confidentiality, unfair competition and other situations which could generate liability. <br />(g) Data Security. Customer acknowledges and agrees that use of or connection to the lnternet is inherently insecure and <br />provides opportunity for unauthorized access by a third party to Customer's and its Users' (as well as MAIS') computer <br />systems, networks and any and all information stored therein. Customer is solely responsible for ensuring that (i) <br />Customer's computer systems are secure and protected from unwanted interference (such as "hackers" and viruses). <br />MAIS DOES NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY, AND NON-CORRUPTION OF ANY <br />INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. WE SHALL NOT <br />BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF CUSTOMER'S OR ITS USERS' <br />CONNECTION TO OR USE OF THE INTERNET, AND MAIS SHALL NOT BE RESPONSIBLE FOR ANY USE BY <br />CUSTOMER OR ANY USER OF CUSTOMER'S INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE OR <br />REGULATION. <br />Confidential and Proprietary - Univerus lnc.Page 5 of 26