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AssetWorks Complete Property Appraisal Solution
<br />Orange County, NC
<br />20
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<br />in accordance with AssetWorks’ instructions, the Documentation, or the terms of this Agreement; (ii) the SaaS is
<br />used in combination with other software, data or products that are incompatible with the SaaS; (iii) the SaaS has
<br />been altered, modified, or converted by anyone other than AssetWorks; or (iv) non‐conformance is caused by (a) a
<br />defect or malfunction in the operating system, database server, web server, network, or other hardware or software
<br />in Client’s computer system used to access the SaaS or (b) Clie nt’s negligence or willful misconduct. Client’s exclusive
<br />remedy, and AssetWorks’ sole liability, for breach of this warranty shall be for AssetWorks to use commercially
<br />reasonable efforts to correct Errors affecting conformance, provided that Client has given written notice of non‐
<br />conformance to AssetWorks within ninety (90) days of discovery of the Error. AssetWorks shall, to the extent
<br />reasonably possible and permissible, pass‐through or assign to Client all available warranties it receives from a third
<br />party provider for third party products or services provided by AssetWorks to Client under this Agreement.
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<br />9.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE, SAAS,
<br />MAINTENANCE, SOFTWARE SERVICES, APPRAISAL SERVICES, DOCUMENTATION, AND THIRD PARTY PRODUCTS AND
<br />SERVICES, IF ANY AND AS APPLICABLE, ARE PROVIDED “AS IS”, AND ASSETWORKS DISCLAIMS ALL OTHER
<br />WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
<br />WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‐INFRINGEMENT OR THAT THE
<br />SOFTWARE, SAAS, MAINTENANCE, SOFTWARE SERVICES, APPRAISAL SERVICES, DOCUMENTATION, AND THIRD
<br />PARTY PRODUCTS OR SERVICES, IF ANY AND AS APPLICABLE, WILL MEET ALL OF CLIENT’S REQUIREMENTS.
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<br />9.4 Client Representations. Client represents that it is fully responsibility for: (a) the content of any Client Data;
<br />(b) selection and implementation of controls, including settings and policies, regarding access rights and use of the
<br />SaaS by Client and its Authorized Users; and (c) Client’s computer system, software, and hardware (e.g., computer
<br />equipment, servers, printers etc.). AssetWorks assumes no responsibility for the correctness or performance of, or
<br />any resulting incompatibilities with, current or future releases of the Software if Client has made changes to the
<br />system hardware/software configuration which changes affect the performance of the Software or SaaS and were
<br />made without prior notification and written approval by AssetWorks. AssetWorks assumes no responsibility for the
<br />operation or performance of any Client or third‐party hardware or software.
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<br />10. Indemnification.
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<br />10.1 AssetWorks will defend and indemnify Client against any claim, action, suit, or proceeding brought by a
<br />third party (“Claim”) to the extent Client’s use of the SaaS within the scope of this Agreement directly infringes a
<br />United States patent or copyright issued to or held by a third party, or misappropriates a trade secret of such third
<br />party; provided, that Client notifies AssetWorks promptly in writing of such Claim and provides AssetWorks with the
<br />sole control, authority, information and assistance necessary to defend or settle such Claim.
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<br />10.2 In the event of an infringement Claim, or AssetWorks believes that such a Claim is likely, then
<br />AssetWorks shall, at its expense: (i) procure the right for Client to continue using the SaaS; (ii) replace or
<br />modify the SaaS so that it becomes non-infringing, without materially decreasing the functionality of the
<br />SaaS; or (iii) if neither (i) or (ii) is commercially practical, then, at AssetWorks’ sole option, terminate this
<br />Agreement and refund a portion of the SaaS fee paid by Client for the period in which the SaaS was
<br />affected by such infringement.
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<br />10.3 AssetWorks will not be liable for any infringement Claim based upon any (i) modification of the
<br />SaaS made by anyone other than AssetWorks; (ii) use of the SaaS in combination with any software or
<br />other technology not supplied by AssetWorks or in which the SaaS was not intended to be used as
<br />specified in the Documentation, to the extent such Claim would not have arisen but for such combination
<br />(regardless of whether or not AssetWorks has advised Client that such use would likely result in a Claim
<br />of infringement by a third party); or (iii) use of the SaaS contrary to the terms of this Agreement or the
<br />Documentation.
<br />DocuSign Envelope ID: 02EEC888-C962-4FC9-A4CA-BF568439A052
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