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4.3. Evolving CVDC Technology. CVDC may: (a) enhance or refine a Cloud Service, although in doing so, CVDC will not materially reduce the core functionality of that Cloud Service, except as contemplated in this Section; and (b) perform scheduled maintenance of the infrastructure and software used to provide a Cloud Service, during which time Village may experience some disruption to that Cloud Service. Whenever reasonably practicable, CVDC will provide Village with advance notice of such maintenance. Village acknowledges that, from time to time, CVDC may need to perform emergency maintenance without providing Village advance notice, during which time CVDC may temporarily suspend Village's access to, and use of, the Cloud Service. 4.4. Protecting Account Access. Village will keep all account information up to date, use reasonable means to protect Village's account information, passwords and other login credentials, and promptly notify CVDC of any known or suspected unauthorized use of or access to Village's account. 4.5. Use with Third -Party Products. If Village uses the CVDC Technology together with third -party products, such use is at Village's risk. Village is responsible for complying with any third -party provider terms, including its privacy policy. CVDC does not provide support or guarantee ongoing integration support for products that are not a native part of the CVDC Technology. Section S. Fees To the extent permitted by law, orders for the CVDC Technology are non -cancellable. Fees for Village's use of CVDC Technology are due and are set out in Village's purchase terms with CVDC as set forth in Exhibit A attached hereto. If Village uses CVDC Technology beyond Village's Entitlement ("Overage'), the CVDC may invoice Village, and Village agrees to pay for such Overage. Section 6. Confidential Information and Use of Data 6.1 Confidentiality. Recipient will hold in confidence and use no less than reasonable care to avoid disclosure of any Confidential Information to any third party, except for its employees, affiliates, and contractors who have a need to know ("Permitted Recipients"). Recipient: (a) must ensure that its Permitted Recipients are subject to written confidentiality obligations no less restrictive than the Recipient's obligations under this EULA, and (b) is liable for any breach of this Section by its Permitted Recipients. Such nondisclosure obligations will not apply to information that: (i) is known by Recipient without confidentiality obligations; (ii) is or has become public knowledge through no fault of Recipient; or (iii) is independently developed by Recipient. Recipient may disclose Discloser's Confidential Information if required under a regulation, law or court order provided that Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser's expense, regarding protective actions pursued by Discloser. Upon the reasonable request of Discloser, Recipient will either return, delete or destroy all Confidential Information of Discloser and certify the same. 6.2 How We Use Data. CVDC will access, process and use data in connection with Village's use of the CVDC Technology in accordance with applicable privacy and data protection laws. 6.3 Notice and Consent. To the extent Village's use of the CVDC Technology requires it, Village is responsible for providing notice to, and obtaining consents from, individuals regarding the collection, processing, transfer and storage of their data through Village's use of the CVDC Technology. Section 7. Ownership Except where agreed in writing, nothing in this EULA transfers ownership in, or grants any license to, any intellectual property rights. Village retains any ownership of Village's content and CVDC retains ownership of the CVDC Technology and CVDC Content. CVDC may use any feedback Village provides in connection with Village's use of the CVDC Technology as part of its business operations. Section 8. Warranties and Representations 8.1. Performance. CVDC warrants that: (a) for a period of 90 days from the Delivery Date or longer as stated in Documentation, the Software substantially complies with the Documentation; and (b) during the Usage Term, it provides the Cloud Services with commercially reasonable skill and care in accordance with the Documentation and Product Specific Terms. 8.2. Malicious Code. CVDC will use commercially reasonable efforts to deliver the CVDC Technology free of Malicious Code. 8.3. Qualifications. Sections 8.1 and 8.2 do not apply if the CVDC Technology or the equipment on which it is authorized for use: (a) has been altered, except by CVDC or its authorized representative; (b) has been subjected to abnormal physical conditions, accident or negligence, or installation or use inconsistent with this EULA or CVDC's instructions; (c) is not a CVDC-branded product or service; or (d) has not been provided by CVDC. Upon Village's prompt written notification to CVDC during the warranty period of CVDC's breach of this Section 8, Village's sole and exclusive