Agmt19 CherryRoad Technologies, Inc.

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format, or such other commercially available database format as may then be in use for the CORE ASP Service. 8. Linking. Customer agrees to provide a link between the Customer's Web site and the Business Center ASP. Customer retains all rights, title, and interest in and to Customer's name, trademarks, service marks, trade names, other marketing names and other related textual and graphic materials. 9. Third -Party Licenses. Customer will execute and comply with additional license agreements provided by CORE for software produced by other licensors, including without limitation software described as such, which will be used in connection with the CORE ASP Service. 10. Testing and Acceptance. Customer shall have 30 days to test the CORE ASP Service (the "Testing Period") to determine whether it functions materially in accordance with the Specifications. The CORE ASP Service will be deemed satisfactory to Customerand accepted by Customer unless Customer provides notice to CORE within the Testing Period describing in detail any reasonable Deficiencies in the CORE ASP Service. If Customer delivers a timely notice to CORE of any such reasonable Deficiencies during the Testing Period, CORE will correct such Deficiencies that can be repeated by CORE within 30 days after receiving notice of such Deficiencies. If CORE is unable to correct said Deficiencies, Customer may elect to cease to use the CORE ASP Service and return any all Equipment provided by CORE, and CORE shall refund to Customer any fees paid to CORE for the CORE ASP Service and the Equipment prices for any Equipment. 11. Warrants and Remedy. a. CORE warrants that the COREASP Service will perform substantially in accordance with the related Documentation from the date of acceptance for the term of the Agreement. COREfurther represents and warrants that (1) it has the right to grant the licenses granted to Customer under the Agreement for the CORE ASP Service; (2) the hardware and software identified in the CherryRoad Order Document and CherryRoad Statement of Workconstitute all the applications or systems software or interfaces required by Customer to operate the CORE ASP Service; (3) the CORE ASP Service shall be compatible with Customer's existing data files, business information, and systems, as defined in the Documentation such that significant additional applications or systems software or interfaces shall not be required to be produced or procured in order to complete the implementation of the CORE ASP Service; (4) the CORE ASP Service shall be free of any defect in material of the media in which the CORE ASP Service is delivered, or any virus or other program routine designed to erase or otherwise harm Customer's hardware, data, or other programs; (5) the Equipment shall be free of defects in workmanship and materials and shall conform to its published specifications; (6) the CORE ASP Service shall be accompanied by user materials sufficient to explain the operation thereof; and (7) services shall be performed in a professional and workmanlike manner, according to industry standards, and performed by competent personnel. b. The warranty will not apply to a Deficiency in the CORE ASP Service, or any part thereof, which is attributable to the Customer's inappropriate or unauthorized use of the CORE ASP Service, or accident, neglect, misuse or abuse of the CORE ASP Service attributable to the Customer or any agent of the Customer. c. The CORE ASP Service and any data contained therein is located and will remain located in the continental United States. 12. Additional Customer Responsibilities. This section describes additional Customer responsibilities with regard to the CORE ASP Service. The CORE ASP Service is likely to be integrated with many existing and future business functions of the Customer, and as a result, other EXHIBIT H ATTACHMENT D CORE BT ASP MODULE TERMS ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 165 of 172 H -D - 4