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7.3. Ownership of Custom Software. Unless otherwise expressly agreed in a Work Statement executed by both Parties, ownership of all work product, developments, inventions, technology or materials, including without limitation, the Custom Software, provided under this Agreement (“Developed Works”), and all intellectual property rights therein, shall be solely owned by GovPilot. In addition to any express terms regarding Developed Works set forth in an applicable Work Statement, all Developed Works will be considered part of the GovPilot Software for purposes hereunder and will be subject to all provisions of this Agreement otherwise applicable to the GovPilot Software, including without limitation, provisions regarding ownership thereof, licenses and usage restrictions related thereto, and all economic terms. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY. 8.1. Representations and Warranties. Each Party hereby represents and warrants (i) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; and (ii) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms. 8.2. Limited Software Warranty. GovPilot hereby warrants, for the sole benefit of Customer, that (i) the GovPilot Software will conform in all material respects to the Documentation for a period of ninety (90) days following delivery or from right of access; and (ii) the GovPilot Hosting, if purchased, will materially conform to the Documentation during the Subscription Term; provided that such warranties will not apply to failures to conform to the Documentation to the extent such failures arise, in whole or in part, from (i) any use of the GovPilot Software, GovPilot Hosting, or GovPilot Services other than in accordance with its Documentation, (ii) modification of the GovPilot Software or GovPilot Hosting by Customer or any third party; or (iii) any combination of the GovPilot Software or GovPilot Hosting with software, hardware or other technology not provided or authorized by GovPilot under this Agreement. Notwithstanding any other provision of this Agreement, Customer acknowledges and agrees that its sole and exclusive remedy, and GovPilot’s sole and exclusive liability and obligation, with respect to any breach of the foregoing warranties shall be to use reasonable efforts to repair or replace such GovPilot Software with software that materially conforms to the Documentation. In the event GovPilot is unable to remedy the breach through the foregoing reasonable efforts, GovPilot may terminate the relevant Order or this Agreement. In the case of such termination, GovPilot will issue Customer a prorated refund of any prepaid fees for the GovPilot Software as to which the breach relates. With regard to any breach of the foregoing warranty with regard to GovPilot Hosting, Customer’s sole and exclusive remedy and GovPilot’s sole and exclusive liability shall be the service level credits provided in Section 3 of this Agreement. 8.3. Customer Data. Customer represents and warrants that: (i) it has and will maintain all rights, licenses, consents, and permissions in and to the Customer Data to grant the rights set forth herein, without violation of any applicable law or the rights of any third party; (ii) to the extent Customer or any User collects, uses, stores, processes, or discloses Personal Data through or in connection with the GovPilot Software or Services, Customer has provided all required notices and disclosures and has obtained all necessary consents and authorizations, in each case in full compliance with applicable data protection and privacy laws; and (iii) Customer Data is accurate, complete, and lawful for its intended use, and does not contain any content that is unlawful, defamatory, infringing, malicious, or otherwise violates applicable law or third-party rights. 8.4. Legal Disclaimer. Customer acknowledges and agrees that any advice provided by GovPilot’s support personnel does not constitute legal advice. 8.5. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1 AND 8.2, THE GOVPILOT SOFTWARE, GOVPILOT HOSTING, DOCUMENTATION, PROFESSIONAL SERVICES, AND SUPPORT SERVICES, AND ANY OTHER MATERIALS, PRODUCTS, TECHNOLOGY, OR SERVICES PROVIDED BY GOVPILOT ARE PROVIDED “AS IS,” “AS-AVAILABLE,” AND “WITH ALL FAULTS,” AND GOVPILOT AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, GovPilot Master Services Agreement — version 1.2 — Page 12