Nonconforming Vendor Software Sample Clauses
Nonconforming Vendor Software. If the Vendor Software fails to conform to the Product Acceptance Criteria, whether during initial installation and implementation or during installation or implementation of an Upgrade or Update, Purchaser may reject the Vendor Software or the installed Update or Upgrade, as applicable, and the related Software Installation and Configuration Services, by providing Vendor with written notice specifying such Errors and/or failures. Upon receipt of such notice, Vendor shall correct all such Errors and/or failures as soon as practicable, but no later than fifteen (15) days from the date of Purchaser’s notice of rejection or, at Purchaser’s sole option and to Purchaser’s satisfaction, Vendor shall provide a remediation plan and schedule to correct such Errors and/or failures. Purchaser shall have, at a minimum, thirty (30) additional days from receipt of the corrected Vendor Software or the installed Update or Upgrade, as applicable, to test and review the correction according to the Product Acceptance Criteria. If Vendor is unable to correct the deficiency, Purchaser may: (a) elect to terminate the applicable Ordering Document; (b) without affecting Purchaser’s rights under the Agreement, elect to not receive the Update or Upgrade and continue to use a previous version of Vendor Software; or (c) resubmit a notice of rejection to Vendor for a second opportunity to correct such Error and/or failure. In the event Vendor is unable to correct the deficiency or only partially corrects the deficiency, then: (i) Vendor shall refund any fees pre-paid by Purchaser for the Vendor Software or, at Purchaser’s election, the portions of the Vendor Software where the Errors and/or failures continue to exist, and (ii) refund fees for other Products and Services that were purchased for use with such Vendor Software. Purchaser may waive its right to reject the Vendor Software or any Update or Upgrade, and such waiver shall not be construed as a waiver of Purchaser’s right to reject the Vendor Software or any Update or Upgrade arising from any other Error(s) or failure(s) to conform to the Product Acceptance Criteria. For avoidance of doubt, Purchaser’s Product Acceptance under this Section 2.3 (Nonconforming Vendor Software) shall not limit or alleviate Vendor’s responsibilities, representations, warranties, and obligations otherwise set forth in this On Premise Software Exhibit or the Agreement.
Nonconforming Vendor Software. If the Purchaser determines that any Work Product fails to conform to the Services Acceptance Criteria, Purchaser may reject such Work Product and any related Vendor Software, or Work Product, by providing Vendor with written notice of rejection specifying the nature of the failures. Upon receipt of such notice, Vendor shall correct all such failures as soon as practicable, but no later than fifteen (15) days from the date of Purchaser’s notice of rejection. Alternatively, at Purchaser’s sole option, Vendor shall provide a remediation plan and schedule to correct the failures, which is satisfactory to Purchaser, in its sole discretion. Once the failure is remediated, Purchaser shall have, at a minimum, thirty (30) additional days from the receipt of the corrected Work Product to re-perform testing and review. In the event Vendor is unable to correct the deficiency or only partially corrects the deficiency, then Vendor shall refund any fees pre-paid by Purchaser on the portions of the Vendor Software where the failures continue to exist. For avoidance of doubt, Purchaser’s acceptance under this Section 2 (Services Acceptance) shall not limit or alleviate Vendor’s responsibilities, representations, warranties, and obligations otherwise set forth in this Professional Services Exhibit or the Agreement.