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POLARIS 11. Protection and Security 11 .1 . The COUNTY will take appropriate action, by instruction, Agreement or otherwise, with any persons permitted access to licensed Software so as to enable the COUNTY to satisfy its obligations under Article 7 herein. 11 .2. All licensed Software Materials contain Polaris proprietary information, use of which is limited by the licenses granted in this Agreement. The COUNTY will not disclose or otherwise make available, except as required by law, any licensed Software Materials in any form to any third party except to the COUNTY's employees, or to agents directly concerned with licensed use of the program. Subject to the limitations of this article, the COUNTY may make additional copies of the Software Materials. 12. Warran 12.1 . Polaris warrants that Polaris has the right to license the Software listed in Schedule D, POLARIS ILS Software Licenses hereunder, and as an authorized re-seller has the right to license the software under Schedule F, E*vanced Solutions . Polaris further warrants that the Software listed in Schedule D will perform substantially in accordance with Polaris' Response to the COUNTY' s Request for Proposal and with the Software Materials in effect when shipped to the COUNTY. Polaris agrees to make reasonable efforts to correct all reproducible material errors in the Software and discrepancies between the Software Materials and the actual Software performance, contingent upon the COUNTY advising Polaris of such errors within one (1) year from delivery. Polaris disclaims any responsibility for the use or function of the Software beyond the parameters set forth in the Software Materials. Pursuant to, but not limited by, Paragraph 12.3 herein, Polaris does not warrant that the operation of the licensed program will be uninterrupted or error- free or that all program defects will be corrected . In addition, due to the continual development of new techniques for intruding upon and attacking networks, Polaris does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY OTHER TYPE WHETHER EXPRESSED OR IMPLIED, WRITTEN OR ORAL. 122. Polaris warrants that the COUNTY shall acquire good and clear title to the Hardware purchased hereunder, free and clear of all liens, claims, or encumbrances from a third party. Title to the Hardware shall pass from Polaris to the COUNTY upon shipment of the Hardware to the COUNTY. Polaris shall maintain a security interest in the Hardware that will be discharged when 100 % of all payments againstthe Hardware are made. Hardware purchased under this Agreement will be newly manufactured, unless otherwise agreed to in writing by both parties. 12.3. Pursuant to Article 8 . 6 herein, Polaris disclaims any responsibility for correcting any adverse effects on either the performance or operation of the POLARIS ILS System, or on the individual components of said System, as a result of the COUNTY's use of (a) Third-Party hardware or software, and/ or (b) databases and networks external to the POLARIS ILS System, in conjunction with the POLARIS ILS System except where such Third-Party hardware or software has been approved by Polaris in writing prior to its installation, or has been provided by a Polaris business partner. Polaris may provide consultation Services or diagnostic support relating to the COUNTY's use of such Third-Party hardware and software, external databases and networks, and shall reserve the right to charge, at the rate of $200 per hour with a minimum $400 charge. Assistance by Polaris staff in the re-building of server due to virus or "hacker" intrusion will be billed at $500 per server. 13. Software Maintenance and System Support 13 .1 . Telephone support and general release updates for the Software will be provided as part of the annual Software Maintenance fee. Service coverage and limitations are set forth under Schedule H herein. 13 .2. Software updates will be made available periodically. Polaris shall have full discretion as to the timing and content of Software updates during the term of this Agreement. Failure to release Software updates during any specific term does not constitute default on the part of Polaris because of the continuation of the right to 3/20/07 Indian River County Contract Page 7 of 30