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DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 <br /> 2.6 Updates. BCS shall provide Updates to 4.2 Installation. Unless otherwise specified on a <br /> Licensee of any Software licensed or sublicensed Schedule, Licensee is fully responsible for installation <br /> hereunder at no additional charge so long as Licensee of the Licensed Products. <br /> continues to acquire and pay for maintenance or <br /> support services with respect to such Software. All 4.3 Maintenance Services. Maintenance and <br /> Updates provided hereunder shall be provided with support services for the Licensed Product <br /> any Documentation applicable thereto. BCS shall also ("Maintenance Services") may be purchased by <br /> provide Licensee with any Updates to Third-Party Licensee as set forth on the applicable Schedule. <br /> Software at actual cost. Maintenance Services shall be provided in accordance <br /> with the Maintenance Agreement attached hereto as <br /> 3. Fees,Invoice and Payment. Exhibit C. Maintenance Services shall be provided on <br /> an automatic, annual renewable term basis for up to <br /> 3.1 Fees. If applicable, BCS may invoice seven years. BCS shall notify Licensee thirty (30) <br /> Licensee for the Maintenance Service fees for the days prior to any automatic renewal to allow Licensee <br /> initial Maintenance Service after execution of the the option to decline the automatic renewal("Notice of <br /> Maintenance Agreement. BCS may invoice Licensee Renewal"). No automatic renewal shall be valid <br /> for any other charges payable under this Agreement unless BCS has sent Notice of Renewal to Licensee. <br /> after the occurrence of the event giving rise to the <br /> payment obligation underlying the invoice. 4.4 Training. Training services are included for <br /> the Licensed Product and shall be provided in <br /> 3.2 Invoices. Each invoice shall describe the accordance with the Training Methodology attached <br /> Licensed Products for which the invoice has been hereto as Exhibit D. <br /> forwarded to Licensee. Licensee will pay such <br /> invoices within thirty (30) days after receipt. Unless Warranties. <br /> otherwise specified in the Schedule,all payments shall <br /> be in United States dollars. 4.5 Defects. BCS represents and warrants that <br /> for any period in which Licensee has purchased <br /> Maintenance Services, the Software: (i)shall be free <br /> 3.3 Taxes. All fees are exclusive of all taxes, from any Defects; (ii)as delivered to Licensee <br /> duties or levies, however designated or computed. hereunder, shall operate on or with the hardware and <br /> Licensee shall be responsible for and pay all taxes operating environment identified in the applicable <br /> based upon the use of BCS Products, or the program Schedules and Exhibits, if any; and(iii) the Software <br /> storage media, or upon payments due under this will perform according to the documentation provided <br /> Agreement including, but not limited to, sales, use, or by BCS and any specifications agreed to by the parties. <br /> value-added taxes, duties, withholding taxes and other BCS further represents and warrants that the Licensed <br /> assessments now or hereafter imposed on or in Products will perform and operate as presented in the <br /> connection with this Agreement or with any Documentation supplied with the products. <br /> Maintenance Agreement granted hereunder, exclusive <br /> of taxes based upon BCS's net income. In lieu thereof, <br /> Licensee shall provide to BCS a tax or other levy 4.6 Correction of Defects. In the event of <br /> exemption certificate acceptable to the taxing or other discovery of any Defect, Licensee agrees to provide <br /> levying authority. BCS with sufficient detail to allow BCS to verify and <br /> reproduce the error, and BCS shall use commercially <br /> reasonable diligence consistent with highest industry <br /> 3.4 Reimbursable Expenses. To the extent standards to correct such Defect. BCS is not <br /> applicable, BCS will be reimbursed for expenses that responsible for any error in a Licensed Product that <br /> are reasonable and warranted and in accordance with Licensee has modified without BCS's consent. <br /> BCS policies so long as such expenses are approved in <br /> writing by Licensee. <br /> 4.7 Documentation. BCS represents and <br /> 4. Delivery and Installation and Maintenance and warrants that the Documentation for the Software <br /> provided by BCS will be complete and accurate in all <br /> Training. material respects. <br /> 4.1 Delivery. BCS agrees to deliver the 4.8 Viruses. BCS represents and warrants that <br /> Licensed Products on the Scheduled Delivery Date to the Software, including any Updates, will upon <br /> the applicable Installation Site. In the event that BCS delivery to Licensee be free from any viruses,malware <br /> fails to deliver the Licensed Products to Licensee on or other destructive code. <br /> the Scheduled Delivery Date, Licensee may withhold <br /> any current or future payments owed to BCS until BCS <br /> completes delivery. 4.9 Infringement. BCS represents and warrants <br /> that neither the Software nor services provided by BCS <br /> hereunder will infringe the patents,copyrights or other <br /> intellectual property rights of any third party. <br /> 3 <br /> CORE/0804998.0008/128897050.2 <br />