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and Customer continues to pay the Annual Fees and Support Fees; and 8.2.2 it has tested for viruses in the Software using commercially available virus checking software consistent with current industry practice. 8.3 If the Software fails to comply with the warranty in Clause 8.2 and Customer gives Civica written notice of such breach together with such information as may be reasonably necessary to assist Civica in resolving.the breach, Civica shall at its own expense and within a reasonable time: 8.3.1 remedy the breach by repairing or replacing the Software or any part; or 8.3.2 advise how to achieve substantially the same functionality as described in the software manuals through a different procedure from that set out in the software manuals; or 8.3.3 refund the appropriate portion of the Licence Fees paid for the Software or module provided Customer deletes and returns all copies of the Software or module to Civica. 8.4 The warranties in Clause 8.2 shall not apply if the Software is: 8.4.1 not being used in accordance with Clause 4; 8.4.2 not used in accordance with the software manual; 8.4.3 used in a manner for which it was not intended or other than as permitted by this Contract; or 8.4.4 Third Party Software or Open Source Software. 8.5 Customer acknowledges that: 8.5.1 software in general is not error free and that the existence of such errors in the Software shall not by themselves constitute a breach of this Contract; 8.5.2 the Software is not customized software and has not been prepared to meet Customer's individual requirements and that it is therefore the responsibility of Customer to ensure that the facilities and functions in the Software meet its requirements. 8.6 Subject to Clause 4.3 Civica shall pass to Customer the benefit of any warranties for the Products that are available from the manufacturers. 8.7 Civica warrants that the Services will be carried out with reasonable skill and care and in accordance with good industry practice. In the event of a breach of the warranty under this Clause 8.7 and provided such breach is reported to Civica within a reasonable time (given the nature of the Service) after completion of the Service and, Civica shall re -perform the Service without additional charge to Customer within a reasonable period of time. 8.8 The express terms of this Contract are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law. 9. Intellectual Property Rights (IPR) 9.1 All IPR in the Software, any Products and the Services supplied by Civica from time to time, including all trade secrets, copyright, patent rights, ideas and any other IPR in relation thereto, shall belong to Civics or its suppliers or a third party licensor. 9.2 Civica shall defend or, at its option, settle any claim brought against Customer that its normal use or possession of the Software, excluding Products and Open Source Software, in the US and in accordance with this Contract infringes any IPR of any third party and shall indemnify Customer against any damages finally awarded against Customer in respect of such claim and any reasonable costs and expenses incurred by Customer provided that: 9.2.1 it notifies Civica immediately and shall not make any comment or admission to any third party in respect thereof; 9.2.2 Civica is given complete control of such claim, all information and assistance as Civica reasonably requires at Civica's cost, and Customer does not prejudice the defence of such claim; and 9.2.3 the claim does not arise as a result of (i) any circumstances set out at Clause 8.4; and/or (ii) breach of Clause 4. 9.3 In the event that a claim as contemplated by Clause 9.2 is made or in Civica's opinion. is likely to be made, Civica may at its option: Mayfield Village - August 2020 Contract Terms & Conditions.docx Commercial in Confidence Page 7 of 19