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transmission,and provision to Client.Notwithstanding termination of this Agreement for any
<br />reason,at all times,the Client will have the ability to access and download all Client Data and
<br />related records.LIV further represents and warrants to the Client that LIV has all rights necessary
<br />MASTER SERVICES AGREEMENT -3
<br />56428.0002.14325562.1
<br />in and to any patent,copyright,trademark,service mark or other intellectual property right
<br />used in,or associated with,the Vault and the Services,and that LIV is duly authorized to enter
<br />into this Agreement and provide the Vault and the Services to the Client under this Agreement.
<br />4.1.2 Non-Suspension or Debarment.LIV certifies that it and its principals are not
<br />currently suspended or debarred from doing business with the Federal Government,as
<br />indicated by the General Services Administration List of Parties Excluded from Federal
<br />Procurement and Non-Procurement Programs,or any other state or local government.
<br />4.2 Limitations;Disclaimer of Warranties.All information entered into Vault is produced
<br />by third party inspectors and their agents.THEREFORE,LIV SPECIFICALLY DISCLAIMS ANY
<br />REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY
<br />INFORMATION ENTERED INTO VAULT BY EITHER CLIENT OR THIRD PARTY INSPECTORS.EXCEPT
<br />AS SET FORTH IN THIS SECTION 4,VAULT AND THE SERVICES ARE PROVIDED “AS IS”AND “WITH
<br />ALL FAULTS”AND “AS AVAILABLE”AND LIV DOES NOT WARRANT THAT VAULT OR THE SERVICES
<br />WILL BE UNINTERRUPTED,TIMELY,SECURE,OR ERROR FREE.LIV MAKES NO REPRESENTATIONS
<br />OR WARRANTIES THAT VAULT OR THE SERVICES WILL PROVIDE ANY PARTICULAR RESULTS.
<br />EXCEPT AS SET FORTH IN THIS SECTION 4,LIV DISCLAIMS ALL OTHER WARRANTIES,WHETHER
<br />EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS
<br />FOR A PARTICULAR PURPOSE,TITLE,AND NONINFRINGEMENT.THIS DISCLAIMER OF WARRANTY
<br />EXTENDS TO CLIENT,CLIENT’S CUSTOMERS,AND ALL OTHER USERS,AND NO DESCRIPTIONS OR
<br />SPECIFICATIONS,WHETHER OR NOT INCORPORATED INTO THIS AGREEMENT OR ANY SCHEDULE,
<br />EXHIBIT,ANNEX,OR DOCUMENTATION WILL CONSTITUTE WARRANTIES OF ANY KIND.LIV’S SOLE
<br />LIABILITY FOR BREACH OF THE WARRANTY SET FORTH IN THIS SECTION 4,AND CLIENT ’S SOLE
<br />REMEDY,IS THAT LIV WILL,SUBJECT TO SECTION 11 AND SECTION 12,INDEMNIFY AND HOLD
<br />CLIENT HARMLESS FROM AND AGAINST ANY LOSS,SUIT,DAMAGE,CLAIM,OR DEFENSE ARISING
<br />OUT OF BREACH OF THE REPRESENTATION AND WARRANTY.
<br />SECTION 5.PROPRIETARY RIGHTS
<br />5.1 Proprietary Rights.LIV retains all right,title and interest in and to Vault,the Services,
<br />any derivative works or modifications thereof (the “Derivative Works”),any accompanying
<br />documentation,manuals or other materials used or supplied under this Agreement or with
<br />respect to Vault,the Services,or any Derivative Works (the “Documentation”),any
<br />reproductions works made thereof,and any other LIV IP (as that term is defined in Section 6.1).
<br />Client shall not remove any product identification or notices of such proprietary rights from
<br />Vault or the Services.Except for the limited use rights established under this Agreement,Client
<br />has no right,title,or interest in or to Vault,the Services,any Derivative Works,the
<br />Documentation,or any other LIV IP.
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