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ynyseniorcenter by senior centers, for senior centers North Olmsted Senior Center Quote #: s-090917-4681 Page 2 of 3 Xavus Solutions LLC Software is warranted to substantially conform to Xavus Solutions LLC's specifications in effect as of the date of shipment under normal use for a period of ninety (90) days from the date of shipment. Xavus Solutions LLC's sole obligation under this warranty, in the event of a non-conformance occurring and reported to Xavus Solutions LLC's service department within the warranty period., is to provide bug fixes, patches, or work -around by access to download or other appropriate method. Xavus Solutions LLC does not warrant that use of the software will be uninterrupted or error free. Xavus Solutions LLC warrants that services, if any, will be performed with reasonable skill and care and will conform to any agreed to Statement of Work, (SOW). Xavus Solutions LLC's entire obligation for defects in services reported to Xavus Solutions LLC within ten (10) days from completion shall be to perform or re -perform the services. The foregoing hardware, software and services warranties do not extend to defects or nonconformities from abuse, acts of God, improper use, installation, modifications, or unauthorized maintenance. THE FOREGOING WARRANTIES REPRESENT XAVUS SOLUTIONS LLC's SOLE OBLIGATION AND CUSTOMER'S SOLE REMEDY FOR NON -CONFORMANCES. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCULUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The terms and limitations of this warranty represent bargained for provisions agreed to in return for pricing and other terms. SOFTWARE LICENSE AGREEMENT Xavus Solutions LLC retains all title and ownership of all software, including software customization and software developed for a particular Customer, as well as included firmware. Custom developments shall not be deemed works for hire. All Software is provided to Customer only under the following license terms: Upon payment of the applicable license fee Xavus Solutions LLC grants to the Customer an indivisible, nonexclusive and non -transferable license, without right to sublicense, in the software and firmware, including patches updates and upgrades for its own internal business purposes on the hardware with which the software and firmware is first supplied. Licensee may only copy the software as reasonably necessary for operation and archival purposes and shall reproduce all proprietary and copyright notices of Xavus Solutions LLC or its licensor which appear. Licensee shall not cause or permit any merger of the software with other computer program material to form a derivative work or otherwise make changes to the software or alter the software in any manner whatsoever and will not attempt or allow any decompilation or reverse assembly of all or any portion of the software. Licensee agrees not to rent or lease the software and that the software is and shall remain the property of Xavus Solutions LLC or its licensors. This License is terminable in the event of a breach by Customer that is not corrected within fifteen (15) days after notice. Xavus Solutions LLC' licensors shall be entitled to directly enforce the provisions of this software license to the extent a breach relates to such third party software. Upon license termination the Licensee shall return the software and all copies to Xavus Solutions LLC or upon Xavus Solutions LLC's instructions, destroy the software and all copies and provide to Xavus Solutions LLC a certificate of destruction signed by an officer of Licensee. FORCE MAJEURE Neither party shall be liable for any loss or damage due to failure or delay arising out of any cause beyond the control, in the exercise of due diligence or without the fault or negligence of such party. PAYMENT TERMS A 50% deposit is required and the balance is due upon installation. Timely payment by Customer to Xavus Solutions LLC at its principal place of business of all sums due hereunder is a material element hereof: Xavus Solutions LLC may charge the Customer 1.5% interest per month or part on any past due amounts. Customer shall reimburse Xavus Solutions LLC for all reasonable expenses of collection including attorney's fees. ASSIGNMENT Neither party may assign its rights or obligations hereunder without the other party's consent, which consent shall not be unreasonably withheld. APPLICABLE LAW These terms shall be governed by the laws of the Commonwealth of Massachusetts. The United Nations Convention for the Sale of Goods shall not apply to any transactions hereunder. CANCELLATION SCHEDULE Orders accepted by Xavus Solutions LLC are non -cancelable, non -returnable and nonrefundable. All advance payments for delivered products and services are non-refundable. Orders may be rescheduled a single time, no later than 30 days prior to scheduled ship date, for up to forty-five (45) days without charge. PATENT INFRINGEMENT Xavus Solutions LLC, agrees at its expense, to defend Customer in any suit, claim or proceeding brought against Customer alleging that any equipment or software furnished hereunder directly infringed any U.S. Letters Patent or U.S. copyright, provided Xavus Solutions is promptly notified of any actual or threatened claim, is given all reasonable assistance requited, and is given sole control over the defense or settlement of the claim, at Xavus Solutions LLC expense. Xavus Solutions LLC agrees to pay any final judgment rendered in such suit should the use of any equipment or software be enjoined, or in the event that Xavus Xavus Solutions LLC * PO Box 55071 #30713 Boston, MA 02205-5071 * 508-613-2289 * www.myseniorcenter.com