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C0urMEW <br /> JUSTICE SOLUTIONS <br /> b. CJS reserves the right to apply a late payment charge of 1.5% per month to amounts <br /> outstanding more than thirty (30) days after the payment due date. <br /> 8. Default and Termination <br /> a. The Customer shall have the right to terminate Maintenance upon delivery of written <br /> notice at least thirty (30) days prior to start date of any Subsequent Term. <br /> b. Either party may terminate this Agreement if: (i)the other party fails to perform a material <br /> obligation of this Agreement, and if such failure remains uncured 30 days after receipt <br /> of written notice from the non-breaching party specifying the failure; or(ii)a party ceases <br /> to conduct business, becomes or is declared insolvent or bankrupt, is the subject of any <br /> proceeding relating to its liquidation or insolvency which is not dismissed within 90 days <br /> or makes an assignment for the benefit of creditors. In addition, CJS may terminate this <br /> Agreement effective upon thirty(30) days written notice to Customer if Customer fails to <br /> make any payment in full as and when due hereunder and does not cure within that thirty <br /> (30) days. <br /> c. In the event that Maintenance is terminated by CJS, CJS shall have no continuing <br /> obligations to the Customer of any nature whatsoever with respect to Maintenance. <br /> Furthermore, termination by CJS pursuant to the provisions hereof shall be without <br /> prejudice to any right or recourse available to CJS, and without prejudice to CJS' right <br /> to collect any amounts, which remain due to it hereunder. <br /> 9. Limited Warranties <br /> a. Software. CJS warrants for a period of ninety (90) days following the date of delivery of <br /> any software under this agreement that it will substantially operate according to the <br /> documentation and product literature provided by CJS. If it is determined by Customer <br /> that the software does not substantially operate according to such documentation <br /> provided by CJS. CJS may, at its option and expense, apply commercially reasonable <br /> efforts to designing, coding and implementing programming changes to the source code <br /> to correct reproducible errors or correcting misstatements and omissions in the User's <br /> Guide and code documentation. Customer shall report all errors or other defects in the <br /> software to CJS immediately upon their discovery. It is acknowledged that the Software <br /> is inherently complex and may contain errors and CJS cannot and does not guarantee <br /> to correct all such errors. The remedies set forth in this section constitutes Customer's <br /> sole and exclusive remedy for breach of this Warranty. CJS does not warrant Third Party <br /> Software. CJS will transfer any warranty provided by the licensor of the Third Party <br /> Software to Customer. Third Party Software is software that is not proprietary to CJS. <br /> b. Services. CJS warrants that the Services provided under this Agreement shall be <br /> performed with that degree of skill and judgment normally exercised by recognized <br /> professional firms performing the same or substantially similar services. In the event of <br /> any breach of the foregoing warranty, provided Customer has delivered to CJS timely <br /> notice of such breach as hereinafter required, CJS shall, at its own expense, in its <br /> discretion either (1) re-perform the non-conforming Services and correct the non- <br /> conforming Deliverables to conform to this standard; or (2) refund to Customer that <br /> portion of the Price received by CJS attributable to the non-conforming Services and/or <br /> Deliverables. No warranty claim shall be effective unless Customer has delivered to CJS <br /> written notice specifying in detail the non-conformities within 90 days after performance <br /> of the non-conforming Services or tender of the non-conforming Deliverables. The <br /> remedy set forth in this section is the sole and exclusive remedy for breach of the <br /> foregoing warranty. <br /> December 2015 3 of 10 <br />