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DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 <br />6.1 Licensee shall (a) promptly provide Licensor and its authorized agents with such information and <br />assistance as may be reasonably requested in order to carry out its obligations hereunder, (b) <br />without charge, provide suitable office accommodation, materials, equipment and support services <br />(including use of telephone and support services) reasonably requested in connection with <br />performance of any services at Licensee's premises ordered by Licensee under Section 5, (c) <br />procure all necessary rights from third parties (including intellectual property licenses in relation to <br />Licensee's computer softwa re) which are from time to time required in order for Licensor to provide <br />services in an authorized and legal manner, and (d) with ten (10) days advance notice, permit <br />Licensor and its authorized representatives to enter on to Licensee's premises or mobile units at <br />reasonable times where the Mobile Modules or Documentation are located or from where the <br />Licensor Software is accessed or services are provided in order to verify Licensee's compliance <br />with the terms of this Agreement. In connection with this review, Licensor may inspect records <br />directly related to Licensee's performance of this Agreement or use of Licensor Software or <br />Documentation kept by or on behalf of the Licensee and make copies of the same. <br />7. FEES AND PAYMENT. <br />7.1 Payment. Licensee agrees to pay Licensor the fees specified in Exhibit A in accordance with the <br />payment schedules set forth in Exhibit A. The Parties agree to the allocation of the fees and <br />payments to softwa re, service (if any) and hardware (if any) as desig nated on Exhibit A. Licensee <br />shall pay Licensor's invoices in U.S. dollars to Licensor's address set forth on Exhibit A no later <br />than thirty (30) days following the receipt of an undisputed written invoice. <br />7.2 Taxes. Licensee shall be responsible for any and all sales, use, excise, value-added or similar <br />taxes that may be due under this Agreement and Licensor will use commercially reasonable efforts <br />to identify any applicable taxes on its invoice to Licensee. Licensee will pay applicable taxes on the <br />invoice or, in lieu of the payment of any such taxes; Licensee may provide Licensor with a <br />certificate acceptable to the taxing authorities exempting Licensee from payment of these taxes. <br />Notwithstanding the foreg oing, in no event shall Licensee be obligated to pay any tax paid or owed <br />on income or net worth of Licensor or paid for Licensor's doing business in any particular locality or <br />jurisdiction. <br />8. WARRANTIES. <br />8.1 Licensor Software Warranties. With respect to the Licensor Software , Licensor warrants that: (a) <br />the tangible media on which the Mobile Module resides, if applicable, shall be free of material <br />defects in workm anship, design and material, (b) neither the Licensor Software nor the <br />Documentation infringes, misappropriates or otherwise violates any U.S. Intellectual Property <br />Rights of any third parties, (c) the Licensor Software does not contain any computer viruses, Trojan <br />horses, time bombs, cancel bots or other computer programming routines that are intended to <br />detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal <br />information, and (d) Licensor Software will operate substantia lly in accordance with the <br />Documentation. The _warranties set forth in Section 8.1 ("Software Warranties") shall survive for a <br />period of three hundred sixty-five days (365) days following the License Date ("Warranty Period"). <br />In the event of a breach of a Software Warranty reported to Licensor in writing during the Warranty <br />Period, Licensee's sole remedy for such breach shall be to have Licensor use commercially <br />reasonable efforts to promptly correct, replace or provide a work around for such error or fa ilure, at <br />no charge to Licensee, or in Licensor's discretion, provide an equitable refund to Licensee. The <br />Software Warranties and remedies apply only to the most recent version of the Licensor Software, <br />and shall not apply to any breach, fault or error that has been caused by Licensee's fa ilure to use <br />the Licensor Software in accordance with the Documentation requirements, any misuse, corrupti on, <br />or abuse of, or mod ification to, the Licensor Software by Licensee or any use of the Licensor <br />Software with any software or equipment not approved in advance in writing by Licensor. <br />8.2 Licensor Services Warranties. Licensor warrants that all services that are performed under this <br />Agreement will be performed in a professional and workmanlike manner by qual ified person nel, and <br />Licensor has the required skills and experience to perform such services and such warranties shall <br />survive for thirty days following performance of the services. Licensee's sole remedy for breach of a <br />warranty in Section 8.2 shall be to notify Licensor of any breach within ninety (90) day following <br />performance of the services and have Licensor use commercially reasonable efforts to promptly <br />Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 610-312-0033 <br />Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7