Software License and Subscription Agreement

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or controls, including without limitation, (a) application level privacy and security settings within the Software and (b) ensuring that (c) Organization's computer systems are secure and protected from unwanted interference (such as "hackers" and viruses), (d) all transmissions, if required for Support Services, are screened for viruses or other harmful code prior to transmission; and (e) Organization Data is encrypted, meaning that it is transmitted through secure FTP or other secure transmission mechanism. ARTICLE VIII SUPPORT SERVICES 8.1 Support Services. Subject to the terms and conditions of this Agreement, Harris shall provide the Support Services in accordance with Schedule A. 8.2 Manner of Performance. Harris shall perform the Support Services in an efficient, competent and timely manner and exercise reasonable care, skill and diligence in the performance thereof. Harris shall determine in its sole discretion the manner and means by which the Support Services shall be performed, with due consideration of adequate knowledge transfer to Organization personnel. Harris will communicate openly with Organization in its methodology, manner and means. ARTICLE IX REPRESENTATIONS AND WARRANTIES 9.1 Harris Warrantv. Harris represents and warrants that the Subscription Software will conform in all material respects with the Documentation when accessed and used in accordance with the Documentation and with the terms of this Agreement. The foregoing limited warranty will not apply if there has been modification, or use of the Subscription Software with software or hardware not provided or recommended by Harris. Organization's sole remedy in the event the Subscription Software does not conform to the foregoing limited warranty is for Harris to use commercially reasonable efforts to correct such non-conformance. Harris reserves the right to correct any defects about which it is made aware and to produce Releases at a time of Harris' own choosing and at Harris'discretion. 9.2 Authoritv to Contract Warrantv. Each party represents to the other and affirms that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform its obligations under this Agreement. 9.3 Exclusions to Warrantv. Harris shall not be liable for any breach of the foregoing warranties which results from causes beyond the reasonable control of Harris, including: (a) where the installation, configuration, integration, modification or enhancement of the Software has not been carried out by Harris or its authorized agent, or where Organization has taken any action which is expressly prohibited by the Documentation or this Agreement; (b) any use or combination of the Software with any software, equipment or services not supplied by or on behalf of Harris; CONFIDENTIAL Page 12 ol 41 Cayenta Software and Subscription Agreement 2024-01-11