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MILLER MENDEL, INC.
<br />Client may not commit any act or omission that causes MMI to violate the PCI Standard or to be fined, sanctioned
<br />or penalized by Card Issuers, the Council or any third party for the failure to properly protect, secure, maintain,
<br />use and store Cardholder Information. Client further acknowledges and agrees that, as between Client and MMI,
<br />all Cardholder Information is, and will remain, controlled by and the responsibility of Client. Client farther
<br />acknowledges and agrees that Client is solely responsible for the security of Cardholder Information that it
<br />possesses or controls.
<br />5.16 Acts or Omissions of Client. MMI shall have no responsibility or liability with respect to, and
<br />Client shall solely be responsible and liable for, any Security Incident and any loss, expense, damage, cost, or
<br />liability associated therewith, to the extent caused by or resulting from any act or omission of Client or Client's
<br />Authorized Users, employees, contractors (excluding MMI), or agents, including without limitation: (a) their loss
<br />of control of any device; (b) their failure to maintain the confidentiality of their log -in credentials; (c) their
<br />transmission of data via methods that are not secure; (d) any vulnerability in their environment, systems, hardware,
<br />software, or physical or administrative security safeguards or procedures; (e) their use of the eSOPH Platform in
<br />violation of this Agreement or any Documentation; (f) their failure to obtain adequate release(s), waiver(s), or
<br />legally or contractually required consent; (g) Client's failure to maintain hardware and software that are
<br />compatible with any updated or security patches released and implemented by MMI; or (h) Client's declining to
<br />implement two -factor authentication as described in Section 5.2.
<br />6. REPRESENTATIONS AND WARRANTIES.
<br />6.1 Client represents and warrants that:
<br />6.1.1 Client has full right, power and authority to enter into and perform its obligations
<br />according to the terms of this Agreement;
<br />6.1.2 To Client's knowledge, the Client Data does not and will not infringe or misappropriate
<br />any copyright, patent, trade secret, trademark, or other proprietary right held by any third -party and is free of any
<br />lien, claim, security interest or encumbrance; and
<br />6.1.3 Neither Client nor any of its employees has received, offered or provided, nor will it
<br />receive, offer or provide, directly or indirectly, any gift, gratuity, favor, entertainment, loan or other thing of
<br />monetary value to any employee or agent of MMI as an inducement to do business with MML Client further
<br />warrants its Authorized Users have not, and will not engage in any collusion with any other potential supplier to
<br />secure this Agreement.
<br />6.2 MMI represents and warrants that:
<br />6.2.1 MMI has full right, power and authority to enter into and perform its obligations
<br />according to the terms of this Agreement;
<br />6.2.2 To N MI's knowledge, the Software complies with all applicable national, state, and local
<br />laws 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 any
<br />materials subject to third party rights, MMI has obtained any and all necessary clearances, releases, approvals,
<br />licenses, or consents from third parties and made any and all required payments to third parties (including without
<br />limitation to unions or guilds) so that Client and its Authorized Users can exercise the rights and licenses
<br />authorized under this Agreement;
<br />6.2.3 For the Term of this Agreement, the eSOPH System will operate substantially in
<br />conformance with any written specifications contained in any Documentation and in this Agreement, including
<br />the Service Level Agreement attached hereto at Exhibit B. MMI's sole obligation to Client and Client's sole
<br />remedy under this warranty is to correct the eSOPH System so it will perform within any represented
<br />specifications or refund the related license fee, whole or in part. This warranty is void if any unauthorized
<br />modifications are made to the eSOPH System or if the eSOPH System is not used in compliance with the terms
<br />of this Agreement; and
<br />MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 9 OF 20
<br />Version: April 12, 2017
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