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CC PACKET 12142021
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CC PACKET 12142021
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12/14/2021 12:03:12 PM
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12/14/2021 12:01:41 PM
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Pro Suite Contract <br /> <br />Confidential and Proprietary CentralSquare Technologies, LLC | 4 <br />Copyright © 2020 All Rights Reserved <br />charges of one and one half percent (1.5%) or the highest allowed by law, whichever is lower, per month <br />on such balance, together with all of CentralSquare’s expenses, collection costs and reasonable attorneys’ <br />fees incurred in enforcing this Agreement. <br />3.6 Software Acceptance <br />Customer acknowledges that the CentralSquare Software shall be deemed accepted on the date of <br />delivery. In the event that a Customer notifies CentralSquare of a material non-conformity in the Software <br />as compared with the Statement of Work, CentralSquare shall use commercially reasonable efforts to <br />correct the reported non-conformity in accordance with the support provisions set forth in Exhibit D: <br />Maintenance Agreement. This provision does not apply to System Acceptance, which will be achieved in <br />accordance with the implementation, acceptance, and Go Live process as defined in the Statement of <br />Work. <br />3.7 Hardware Acceptance <br />Customer acknowledges that the Hardware shall be deemed accepted on the date of delivery. In the <br />event that a Customer notifies CentralSquare of a material non-conformity in the Hardware as compared <br />with the Statement of Work, CentralSquare shall use commercially reasonable efforts to correct the <br />reported non-conformity. <br />3.8 Additional Components <br />Other components (hardware and/or software, collectively “Third-Party Components”) may be desired <br />for use with the System. CentralSquare assumes no responsibility under this Agreement for obtaining <br />and/or supporting any Third-Party Components except as expressly agreed herein. This includes, but is <br />not limited to, networking equipment, workstations, servers for third-party systems, mobile networking <br />equipment, and mobile workstations, laptops, or tablets. <br />3.9 Third-Party Costs <br />Except as expressly agreed herein, CentralSquare assumes no responsibility for any third-party costs <br />related to implementation of the System. This includes, but is not limited to, any third-party costs <br />associated with the implementation of Interfaces as defined in Exhibit A: Statement of Work. <br />4.0 Rights and Obligations <br />4.1 Proprietary Rights <br />CentralSquare represents that it is the owner of or otherwise has the rights to the Software and that it <br />has the right to grant the License. CentralSquare retains title to the Software and its associated <br />Documentation, including, without limitation, all copies and audiovisual aspects thereof and all rights to <br />patents, copyrights, trademarks, trade secrets and other intellectual property rights inherent therein and <br />appurtenant thereto. Customer shall not, by virtue of this Agreement or otherwise, acquire any <br />proprietary rights whatsoever in the Software or its associated Documentation, which shall be confidential <br />information of CentralSquare and the sole and exclusive property of CentralSquare. CentralSquare hereby <br />expressly reserves any right not expressly granted to Customer by this Agreement. No identifying marks, <br />131
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