Agmt19 CherryRoad Technologies, Inc.

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violation of this Agreement, CORE shall be entitled, upon application to a court of competent jurisdiction, to a temporary restraining order or preliminary injunction, to restrain and enjoin Customerfrom such violation, without prejudice to any other remedies available to CORE. CORE recognizes and acknowledges that any use or disclosure of the Customer's Confidential Information as defined in Section 15 of the Agreement by CORE in a manner inconsistent with the provision of this Agreement may cause Customer irreparable damage for which remedies other than injunctive relief may be inadequate. In the event of such a violation of this Agreement, Customer shall be entitled, upon application to a court of competent jurisdiction, to a temporary restraining order or preliminary injunction, to restrain and enjoin CORE from such violation, without prejudice to any other remedies available to Customer. 4.5 Customer assurance with respect to users. Prior to allowing any User access to the Services, the Customerwill ensure that such Users are notified of the requirements of this Section 5, as well as the rules and requirements for Customer network usage and the Customer agrees to reasonably enforce such requirements against such Users. 4.6 PCI Compliance. All CORE software subject to Payment Application Data Security Standards (PA -DSS) shall be validated by CORE in accordance with PCI Security Council published requirements. All software provided as a service which is subject to Payment Card Industry Data Security Standard shall be validated in accordance to the PCI Security Council published requirements. SECTION 5— LIMITED WARRANTY 5.1 Limited Warranty Against Infringement. CORE warrants that the Licensed Program and the Licensed Documentation, as delivered to Customer, do not infringe any third -party rights in patent, copyright, or trade secret in the United States. 5.2 Limited Warranty of Conformity. CORE warrants, for the benefit only of Customer, that for the life of this Agreement, the Licensed Program will conform in all material respects to the Licensed Documentation (except for modifications made by Customer or by CORE at the request of Customer), but only if Customer maintains uninterrupted Software Support as described in Section 7. CORE assumes no responsibility for obsolescence of the Licensed Program nor for lack of conformity occurring from Customer's failure to update the Licensed Program with distributed Enhancements, Maintenance Modifications, or Error Corrections. 5.3 Non -Approved Modifications. In the event Customer makes use of any software programming in connection with the equipment supplied by CORE which is not provided by or approved in writing by CORE, the Customer acknowledges that CORE has made no representation or warranties with respect to any product not supplied by CORE concerning its performance on the equipment or service supplied by CORE. CORE shall incur no liability to Customer arising out of the use of such software or devices or the furnishing of such services. Customer acknowledges that no software is being furnished to Customer by CORE, except pursuant to this Agreement or separate license Agreements between Customer and CORE. 5.4 New Platform Protection. As long as Customer maintains a continuous software support Agreement with CORE for each of the modules included herein, Customer shall have the right to transfer the licenses for any and all modules to any new hardware/platform environment (hardware and system software as defined herein) then currently marketed and supported by CORE. Customer agrees to pay for any services and out-of-pocket costs associated with the migration to the new platform. The service costs will be billed at a rate not to exceed costs charged to other clients for similar tasks. 5.5 Disabling Code Warranty. Software operations is based on the presence of a valid license key. CORE warrants to Customer that all Software licensed hereunder does not contain any undisclosed disabling code (defined as computer code designed to interfere with the normal operation of the Software or Customer's hardware or software) or any program routine, device or other undisclosed feature, including but not limited to, EXHI BIT H ATTACHMENT C CORE BT SUBSCRIPTION LICENSE TERMS ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 160 of 172 H -C -4