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INC.
<br />Agreement,
<br />6.2. MMI represents and warrants that:
<br />PROPRIETARY AND CONFIDENTIAL
<br />6.2.1. MMI has full right, power and authority to enter into and perform its obligations according to
<br />the terms of this Agreement;
<br />6.2.2. To MMI's knowledge, the Software complies with all applicable national, state, and local laws
<br />and regulations and, to MMI's knowledge, does not contain any material that infringes, violates, or
<br />misappropriates the Intellectual Property Rights of any third party, and (ii) to the extent the Software contains
<br />any materials subject to third party rights, MMI has obtained any and all necessary clearances, releases,
<br />approvals or consents from third parties and make any and all required payments to third parties (including
<br />without limitation to unions or guilds) so that Client and its Authorized Users can exercise the rights and
<br />licenses authorized under this Agreement.
<br />6.2.3. For the Term of this Agreement, the eSOPH System will operate in conformance with any
<br />represented specifications and in accordance with this Agreement, including the Service Level Agreement
<br />(SLA) attached hereto at Exhibit B. MMI's sole obligation to Client under this warranty is to correct the eSOPH
<br />System so it will perform within any represented specifications or refund the related license fee, whole or in
<br />part. This warranty is void if any unauthorized modifications are made to the eSOPH System or if the eSOPH
<br />System is not used in compliance with the terms of this Agreement;
<br />6.2.4. ,Except for the limited warranty provided in this Agreement, the eSOPH System and any other
<br />MMI products and services are provided "As Is" and MMI disclaims all warranties, express or implied, that may
<br />arise either by the Parties' agreements or by operation of law, including without limitation any warranty of
<br />merchantability or fitness for a particular purpose. MMI does not warrant the operation of the eSOPH System
<br />shall be error or "bug" free or that the eSOPH System will meet the requirements or expectations of Client, its
<br />Authorized Users or Applicants.
<br />6.3. Any breach or failure with respect to the representations and warranties contained in this
<br />Agreement will constitute a material breach of this Agreement.
<br />7. LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF CONFIDENTIALITY,
<br />SECURITY, OR WARRANTY OR THE NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER
<br />PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER
<br />PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR
<br />EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED
<br />BY EITHER PARTY OR ANY OTHER PERSON IN ANY WAY RELATED TO THE AGREEMENT, THE
<br />PERFORMANCE OF ANY WORK PURSUANT TO THIS AGREEMENT, OR USE OF ANY SYSTEM,
<br />WHETHER 1N AN ACTION IN CONTRACT, BREACH OF WARRANTY OR TORT, EVEN IF TIS
<br />OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF, OR COULD HAVE
<br />REASONABLY FORESEEN, THE POSSIBILITY OF SUCH DAMAGES.
<br />8. Each party is fully responsible for errors, omissions and the negligent acts of its employees, contractors
<br />and others acting on its behalf.
<br />9. CORRECTIVE ACTIONS. if all or any part of the Software is held, or MMT determines that it could
<br />be held, to infringe, wrongfully use or misappropriate any third -party intellectual property right, MMI at no cost
<br />to Client: (a) will procure for Client the right to continue using the eSOPH System in accordance with its rights
<br />under this Agreement; (b) replace the item with a substantially equivalent item that does not infringe,
<br />wrongfully use or misappropriate any third -party intellectual property rights; or (c) modify the item (without
<br />material loss of functionality) so that it no longer infringes, wrongfully uses or misappropriates any third -party
<br />intellectual property right. if MMI is unable to successfully accomplish any of the actions described above after
<br />using its commercially reasonable best efforts to accomplish each of them in a timely manner, then MMI will
<br />refund to Client a pro -rated amount of the license fees paid by Client hereunder in connection with the unused
<br />MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 8 ON 18
<br />Version: August 27, 2015 — Santa Ana PD Only
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