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8. INDEMNIFICATION
<br />8.1. Customer Indemnification. Customer shall and does hereby agree to indemnify, hold harmless, and save CORE
<br />from liability against any claim, demand, loss or action (1) resulting from Customer's use or modification of the
<br />Licensed Program or the Licensed Documentation or (2) alleging that any Maintenance Modifications made by
<br />Customer infringe any third -party rights in the United States respecting copyright, trade secret, or patent. The
<br />foregoing qualification applies onlyto modifications that have not been authorized by CORE.
<br />8.2. CORE Indemnification. To the full extent permitted by law, CORE shall indemnify, defend and hold harmless
<br />Customer, its elected officials, officers and employees ("Customer's Parties") from and against any liability
<br />(including liability forclaims, suits, actions, losses, expenses or costs of any kind, whether actual, alleged or
<br />threatened, including attorneys' fees and costs, court costs, defense costs and expertwitness fees), wherethe
<br />same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, (i) the negligent
<br />acts or willful misconduct of CORE in carrying out its obligations underthis Agreement; or (ii) any data breach
<br />which discloses personal identifying data that arises as a result of the neglige nt orwillful failure of COREto follow
<br />the security and/or legal requirements forthe handlingofpayment data asare setforth in Section 2.3 and 12.10
<br />of this Agreement and Sections 4.6,5.5 and 5.6 of Attachment C.
<br />8.3. CORE Infringement Indemnification. CORE shall and does hereby agree to indemnify, hold harmless, and save
<br />Customerfrom liability against any claim, demand, loss, or action alleging that the Licensed Program and the
<br />Licensed Docu me ntation or any Maintenance Modifications or Enhancements made by CORE infringe any third -
<br />party rights in the United States respecting copyright, trade secret, or patent.
<br />9. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
<br />9.1. Each party represents that it has validly entered into this Agreement and that it has the power and authority to
<br />do so. CORE warrants that during the AgreementTerm it will performthe Services using comme rci ally reasonable
<br />care and skill in all material respects as described in the Specifications and in compliance with applicable lawsto
<br />the extent expressly setforth in Attachments C and D included herein. If the Services provided to Customerwere
<br />not performed as warranted, Customer must promptly provide CORE with a written notice that describes the
<br />deficie ncy in the Services (including, as applicable, the service request number notifying CORE of the deficiency in
<br />the Services).
<br />9.2. CORE DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR -FREE OR UNINTERRUPTED, THAT
<br />CORE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET CUSTOMER REQUIREMENTS OR
<br />EXPECTATIONS. CORE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR
<br />SECURITY OF THE SERVICES THAT ARISE FROM CUSTOMER CONTENT OR THIRD PARTY CONTENT OR SERVICES
<br />PROVIDEDBYTHIRD PARTIES.
<br />9.3. EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 8 and 3, FOR ANY BREACH OF THE SERVICES WARRANTY, THE
<br />CUSTOMER'S EXCLUSIVE REMEDY AND CORE'S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT
<br />SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF CORE CANNOT SUBSTANTIALLY CORRECT THE
<br />DEFICIENCYAT NO COSTTO THE CUSTOMER IN A COMMERCIALLY REASONABLE MANNER, THE CUSTOMER MAY
<br />END THE DEFICIENT SERVICES AND CORE WILL REFUND TO THE CUSTOMER THE FEES PAID FOR THE DEFICIENT
<br />SERVICES FORTHE PERIOD OF TIME DURING WHICHTHE SERVICES WERE DEFICIENT.
<br />9.4. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER
<br />EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS,
<br />NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A
<br />PARTICULAR PURPOSE.
<br />EXHI BIT CORE BTi PAY ME NTAG RE EM ENT
<br />ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES
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