Common use of Software and Cloud Services Clause in Contracts

Software and Cloud Services. Supplier warrants that the Software and Cloud Services will perform in material conformance with current Documentation. As Customer’s sole remedy for any breach of this warranty, if Customer provides notice to Supplier of any reproducible incidence of non-conformance within thirty (30) days of discovering any such non-conformance, Supplier will use commercially reasonable efforts to correct such non-conformance, provided such non-conformance is not caused by: (A) negligence, gross negligence, or intentional misconduct on the part of Customer or any of its Authorised Users, (B) Customer’s failure to use of the Software or Cloud Services in accordance with the terms of the Agreement, (C) Third Party Content or any other product or service not provided by Supplier its Affiliates, or its Personnel, or (D) Harmful Code, to the extent that such Harmful Code was not introduced as a result of Supplier’s negligence, gross negligence, or intentional misconduct. If Supplier cannot correct a non-conformity within ninety (90) days from the date Customer provided notice of the non-conformity (the “Remedy Period”), then Customer may terminate the license for the non-conforming Software or Cloud Service and receive a Pro Rata Refund for the non-conforming Software or Cloud Service. If Customer fails to exercise this right to terminate within fifteen (15) days after the end of the Remedy Period, Customer shall be deemed to have waived this right.