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<br />GUARDIAN RFID System Agreement | 12 <br /> <br />©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. <br />Confidential & Proprietary. (Rev. 7/2020) <br />Upon request of the Customer made within one (1) year after the expiration or termination of this <br />Agreement, GUARDIAN RFID will run a report and send the Customer the Inmate Data in <br />spreadsheet form. <br />12. REPRESENTATIONS OF GUARDIAN RFID <br />(a) No Infringement. GUARDIAN RFID represents to the Customer that: <br />(i) GUARDIAN RFID owns or otherwise has rights in the GUARDIAN RFID Software Materials <br />and has the full legal right to license the GUARDIAN RFID Software Materials in accordance <br />with this Agreement; and <br />(ii) GUARDIAN RFID has no actual knowledge that the GUARDIAN RFID Software Materials <br />infringe or misappropriate any patent, trademark, copyright, or any trade secret or proprietary <br />right of any person or entity. <br />(b) Condition of Hardware. GUARDIAN RFID represents to the Customer that, at the time of delivery, <br />the Hardware will be new and unused, and that the Customer will acquire good and clear title to <br />the Hardware, free and clear of all liens and encumbrances. <br />13. WARRANTIES <br />(a) GUARDIAN RFID Software. <br />(i) GUARDIAN RFID warrants to the Customer that, during the Term of this Agreement, the <br />GUARDIAN RFID Software will operate in accordance with and otherwise conform to the <br />Documentation, provided that (A) no party other than Authorized GUARDIAN RFID Personnel <br />has altered any portion of the GUARDIAN RFID Software, (B) the GUARDIAN RFID Software <br />is operated on the Hardware, and (C) the Customer has met its obligations under Section 14. <br />(ii) In the event of a claim by the Customer under this GUARDIAN RFID Software warranty, <br />which claim should be made by notice to GUARDIAN RFID specifying with reasonable <br />particularity the claimed non-conformity (a “Notice of Non-Conformity”), GUARDIAN RFID will <br />use reasonable efforts to correct the non-conformity. If within sixty (60) days after receipt of <br />the Notice of Non-Conformity from the Customer, GUARDIAN RFID shall not have either <br />corrected the non-conformity or, in the case of a non-conformity which cannot be corrected in <br />sixty (60) days, begun in good faith to correct the non-conformity, then the Customer’s sole <br />remedy under this warranty is to terminate the Agreement in accordance with the provisions <br />of Section 18(d), in which case the Notice of Non-Conformity sent by the Customer pursuant <br />to this Section will be deemed to be the notice required by Section 18(d). If the non- <br />conformity which cannot be corrected occurs prior to the time the GUARDIAN RFID System <br />meets the Acceptance Criteria pursuant to Section 9(c) and the Customer terminates the <br />Agreement pursuant to Section 18(d), then the Customer will receive from GUARDIAN RFID <br />a refund of all fees paid under the Agreement, in which case the Customer must return to <br />GUARDIAN RFID the GUARDIAN RFID Software Materials licenses, Hardware, licenses to <br />use and access GUARDIAN RFID OnDemand and other products purchased from <br />GUARDIAN RFID. In no other circumstances will GUARDIAN RFID be obligated to provide a <br />refund of fees paid under the Agreement or be obligated to accept the return of Hardware or <br />other products purchased from GUARDIAN RFID. <br />(b) Hardware. GUARDIAN RFID will be solely responsible for processing and managing all Hardware <br />warranty claims during the Term of this Agreement. All coverage periods for purchased Hardware <br />begin on the latest to occur of (1) the Go-Live Date or (2) the date the Hardware is purchased, <br />and ends on the earliest to occur of (1) the end of the warranty period provided in this Section <br />DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D