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Client: Omnge County Attention. Pam Janes
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<br />Contract# MN5019 0
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<br />3) Verification of the Software Products.
<br />a) At the Cliem's request, within thirty (30) days after the software products have been installed on Client's system, MUNIS will test the software products in accordance with MUNIS standard verification test
<br />procedure, by demonstrating to Client that the software products perform all ofthe functions identified in Exhibit I of this Software License Agreement, which demonstration shall constitute Client's verification that
<br />the software products substantially comply with MUNIS' user manuals for the most current version ofthe software products and functional descriptions ofthe software found in Mi7NIS' written proposal to Cheat;
<br />Upon such verification, Client shall pay the remaining balance of in accordance with the payment terms in Addendum A..
<br />b) At it's option, Client's own defined internal validation process to test the software to conform to all ofthe functions identified in Exhibit I of this Software License Agreement which validation test shall constitute
<br />Client's verification that the software products substantially comply with MUNIS' user manuals for the mast current version of the software products and functional descriptions of the software found in MUMS'
<br />written proposal to Client Upon such validation, Client shall pay the remaining balance of in accordance with the payment terms in Addendum A..
<br />c) Notwithstanding anything contrary herein, Client's use of the software products for its intended purpose, shall constitute Client's verification of the software products, without exception and for all purposes.
<br />d) Verification or validation that the software products substantially comply with MUNIS' uscrmanuals for the most current version of the software products and functional descriptions n the software found in
<br />MUNIS' written proposal to Client by Client shall be final and conclusive except for latent defect, fraud, and such gross mistakes that amount to fraud and the operation of any provision of this Agreement which
<br />specifically survives verification. In the event said verification becomes other than final, or becomes inconclusive, pursuant to this paragraph, Client's sole right and remedy against MUNIS shall be to require
<br />MUDS to correct the use thereof,
<br />c) MUMS shall promptly correct any functions ofthe software products which failed the standard verification testing or failed to comply with MUNIS's user manuals for the most current version ofthe software
<br />products and functional descriptions of the software found in MUNIS's written proposal to Client If Client has made modifications to the software programs, MUMS will not make such corrections, unless such
<br />modifications were specifically authorized in writing by MUNIS.
<br />4) Schedule of Verification. MUNIS will install the software products and cause the same to be verified within sixty (60) days after Client makes available to MUNIS the e q pment into which the software product
<br />is to be loaded. MUNIS shall exercise reasonable efforts to cause the software products to be verified according to the schedule set forth in this paragraph, but MUMS shall not be liable for failure to meet said
<br />schedule if, and to the extent, said failure is due to causes beyond the control and without the fault of MUNIS.
<br />5) Limited Warranty: MUMS warrants that the then current, unmodified version of the MUNIS Software Products will substantially confonn to the then cur=t version ofits published Documentation. if the
<br />Software Products do not perform as warranted, MUNIS's obligation will be to use reasonable efforts, consistent with industry standards, to cure the defect. Said corrections will be made in ac oordance with the
<br />MUNIS' published problem resolution priority guidelines. Should MUNIS be unable to cure the defect or provide a replacement product, Client shall be entitled to a refund for the license fee paid for application.
<br />THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL OTHM WARRANTIES, CONDITIONS AND
<br />REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR VERBAL, STATUTORY OR t3TH8RWISE, AND WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE ARE HEREBY
<br />6) CCLUDED, INCLUDING, WITHOUT LIMITATION, THE lINT'L�ED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br />� Limitation of Liability.
<br />(a) In the event that the software products are determined to infringe upon any existing United States patent copyright or trademark rights held by any other person or entity, MUNIS shall defend and hold harmless
<br />Client and its Officers, agents and employees from any claim or proceedings brought against Client and from any cost damages and expenses finally awarded against Client which arise as a result of any claim that is
<br />based on an assertion that Client's use ofthe software products under this Software License Agreement constitutes an infringement of any United States patent, copyright or trademark provided that Client notifies
<br />MUMS promptly of any such claim or proceeding and gives MUNIS full and complete authority, in and assistance to defend such claim or proceeding and further provided that MUNIS shall have sole
<br />control of the defense of any c ;aim or proceeding and all negotiations for its compromise or settlement provided that MUNIS shall consult with Client regarding such defense, in the event that the software products
<br />are finally held to be infringing and its use by Client is enjoined, MUNIS shall, at its election; (1) procure for Client the right to contintteuse of the software products; (2) modify or replace the software products so
<br />that it becomes non infringing; or (3) iflimcurernent of the tight to use or modification or replacement can not be completed by MUMS, tenninatt the licertst For the infringing software product, and upon
<br />termination, refund the license fns paid for the infringing software product as depreciated on a straight -lane basis over a period Of seven (7) years with such depreciation to commence on the execution ofthis
<br />Agreement.. MUMS shall have no liability hereunder if Client modified the software products in any manner without the prior written consent of MUNIS and such modification is determined by a court ofcompetent
<br />jurisdiction to be a contributing cause ofthe infringement or if the infringement would have been avoided by Client's use of the most current revision ofthe software products. no foregoing states MUMS' entire
<br />liability and Clients exclusive remedy with respect to any claims of infringement of any cogytigbt patent, trademark or any property interest rights by the software products, any part thereof, or use thereof.
<br />b) THE RIGHTS AND REMEDIES SET FORTH IN THIS SOFTWARE LICENSE AGREEMENT ARE EXCLUSPJE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES OR WARRANTIES
<br />EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF 1+, fERCHANT'ABILiTY, FITNESS FOR A PARTICUS AR PURPOSE AND SYSTEM
<br />INTEGRATION.
<br />c) In no event shall MUNIS be liable for special, indirect, incidental, consequential or exemplary damages, including without limitation any damages resulting from loss ofuse, loss of data, interruption of business
<br />activities or failure to realize saviurgs arising out of or in connection with the use of the software products. MUNIS' liability for damages arising Out of this Software License Agreement whether based on a theory of
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