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(c) NC4 shall have no obligation under this warranty if the Software has been (i) used other than in accordance with this Agreement or the Specifications and User Manuals; (ii) modified by a party other than NC4, or (iii) combined with hardware or software not identified in the Specifications as being compatible with the Software. (d) THE REMEDIES SET FORTH IN THIS SECTION 9. 1 ARE THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF THE WARRANTIES GIVEN BY NC4 UNDER THIS SECTION 9. 1 . (e) NC4 AND ITS SUPPLIERS MAKE NO WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO THE SOFTWARE (OTHER THAN THOSE SET FORTH IN THIS SECTION 9. 1 ) OR ANY DERIVATIVES THEREOF AND DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT, SYSTEM INTEGRATION, ENJOYMENT AND NON-INFRINGEMENT. 9.2 Services Warranties. (a) NC4 warrants to Licensee that the Services for a particular Statement of Work will be performed in manner consistent with generally accepted industry practices. Licensee must report any deficiencies in the Services to NC4 in writing within ninety (90) days of completion of the Services for that particular Statement of Work in order to receive the warranty remedy set forth in this Section 9.2. (b) NC4 MAKES NO WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO THE SERVICES (OTHER THAN THOSE SET FORTH IN THIS SECTION 9.2) AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF WORKMANSHIP, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FOR ANY BREACH OF THE WARRANTY IN THIS SECTION 9.2, LICENSEE' S EXCLUSIVE REMEDY, AND NC41S ENTIRE LIABILITY, SHALL BE THE RE-PERFORMANCE OF THE SERVICES AND IF NC4 FAILS TO RE- PERFORM THE SERVICES AS WARRANTED, LICENSEE SHALL BE ENTITLED TO RECOVER THE FEES PAID TO NC4 FOR THE DEFICIENT SERVICES. 10. Indemnification 10. 1 Each Party Responsible for Own Acts and Omissions. Each party shall be responsible for any and all claims, and to pay any and all costs, damages, and expenses, resulting from or arising out of any claim resulting from its own acts or omissions or any act or omissions of its employees or agents. Licensee shall be responsible for its and its Users' use, misuse or failure to use the Software. 10.2 Defense of Infringement Suits. NC4 shall indemnify, defend and hold harmless Licensee against any and all claims that the Software infringes any U.S. copyrights of any third party. NC4 shall pay any and all costs, damages, and expenses, including, without limitation, reasonable attorneys' fees and costs awarded against or otherwise incurred by the other party in connection with or arising from any such claim, suit, action, or proceeding. Licensee shall be entitled to indemnification only if (a) within thirty (30) days of its discovery of a potential claim it notifies NC4 in writing of such claim in sufficient detail to enable the NC4 to evaluate the claim, (b) Licensee cooperates in all reasonable respects, at NC4's cost and expense, with the investigation, trial and defense of such claim and any appeal arising therefrom, and (c) NC4 has sole control of the defense and settlement of such claim. Licensee shall not compromise any claim or enter into any settlement without the written consent of NC4. 10.3 Infringement Alternatives. If the Software is, or in NC4' s opinion is likely to become, the subject of a claim, suit or proceeding for infringement, NC4 may (a) procure, at no cost to Licensee, the right to continue use of the Software, (b) replace or modify the Software, at no cost to Licensee, with alternative software that has essentially the same functionality, or (c) if the right to continue use cannot be reasonably procured for Licensee or cannot be replaced or modified to make it non-infringing, NC4 may terminate the License for such Software, remove the Software and grant Licensee a refund credit thereon based on the time remaining in the then-current license term. NC4 shall have no liability with respect to infringement of any proprietary right, except as set forth in this Section 10.3 and Section 10.2 . NC4 Public Sector LLC 7 Standard License Agreement ( 10.05)