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3.4 Notice to Users.
<br />Customer shall inform all Customer employees who use the
<br />Software under the License of all terms and conditions of the
<br />SLA, and Customer acknowledges and agrees that it is
<br />responsible for all such employee usage of the Software.
<br />In the event of any violation of this Section 3, Licensor may
<br />immediately terminate this Agreement in accordance with
<br />Section 12, and shall be entitled to injunctive relief in
<br />accordance with Section 13.9.
<br />4. Copyright.
<br />The Software is licensed, not sold. Customer acknowledges
<br />and agrees that Company or its suppliers own title to the
<br />Software and all present and future copyrights, trade secret
<br />rights, patent rights, trademark rights, and all other
<br />intellectual property and proprietary rights in and to the
<br />Software (including without limitation, all source and object
<br />code, algorithms, techniques, methods, images, "applets,"
<br />photographs, animations, video, audio, music, text, and other
<br />content comprising and /or incorporated into the Software),
<br />accompanying printed materials, the copy of the Software
<br />that Customer is permitted to make under Section 3.4, and
<br />all updates and upgrades to and versions and derivative
<br />works of the foregoing. Customer may not copy or transfer
<br />the Software, except as expressly provided in Section 3 of this
<br />Agreement. Customer may not copy the printed materials
<br />accompanying the Software without Company's prior written
<br />approval in each instance of such proposed copying.
<br />5. Dual -Media Software.
<br />Customer may receive the Software in more than one
<br />medium. Regardless of the type or size of media Customer
<br />receives, Customer may use only the single medium that is
<br />appropriate for Customer's single computer. Customer may
<br />not use or install the other media on another computer.
<br />Customer may not loan, rent, lease, distribute, sell, assign,
<br />pledge, sublicense, timeshare, or otherwise transfer the
<br />media to another user or use the media for the commercial
<br />or other benefit of any third party, except as part of the
<br />permanent transfer of the Software under Section 3.1 of this
<br />Agreement.
<br />6. Export Restrictions.
<br />The Software is subject to the export control laws of the
<br />United States and other countries. Customer may not export
<br />or re- export the Software, unless Customer has first obtained
<br />Company's prior written permission and the appropriate
<br />United States and foreign government licenses, at
<br />Customer's sole expense. Customer must otherwise comply
<br />with, and contractually require that all of its employees
<br />comply with, all applicable export control laws and
<br />regulations in the use of the Software. The Software may not
<br />be downloaded or otherwise exported or re- exported (a) into
<br />any country for which the United States has a trade embargo,
<br />or (b) to anyone on the U.S. Treasury Department's list of
<br />Specially Designated Nationals or the U.S. Commerce
<br />Department's Denied Persons List. Customer represents and
<br />warrants that it is not located in, under the control of, or a
<br />national or resident of any such country or on any such list.
<br />Customer shall defend, indemnify and hold Company and all
<br />successors, assigns, affiliates, suppliers, and each of their
<br />officers, directors, employees, and agents harmless for, from,
<br />and against any and all claims, allegations, damages,
<br />liabilities, and costs and expenses (including without
<br />limitation attorneys' fees and costs) arising out of Customer's
<br />violation of such export control laws. Customer further
<br />agrees to comply with the United States Foreign Corrupt
<br />Practices Act, as amended.
<br />7. Representations and Warranties; Warranty Disclaimer
<br />7.1 Customer represents and warrants that (a) it has full right
<br />and power to enter into and perform its obligations under
<br />this Agreement, and (b) it will take all reasonable precautions
<br />to prevent injury to any persons (including employees of
<br />Company) or damage to Company's property duringthe Term
<br />of this Agreement.
<br />7.2 Company represents and warrants that (a) it has full right
<br />and power to enter into and perform its obligations under
<br />this Agreement, and (b) it will take all reasonable precautions
<br />to prevent injury to any persons (including employees of
<br />Customer) or damage to Customer's property during the
<br />Term of this Agreement.
<br />7.3 Company warrants that the Software will perform
<br />substantially in accordance with the specifications set forth
<br />in the Scope of Work to the Professional Services Agreement,
<br />for a period of one (1) year from the date of the Contract
<br />Execution, as that term is defined in the PremierPro Support
<br />and Maintenance Agreement, Exhibit A. Any changes or
<br />modifications to the Software by any person other than
<br />Company, or any combination of the Software with any other
<br />materials by any person other than Company, voids this
<br />limited warranty. This limited warranty is also void if failure
<br />of the Software results from transportation, neglect, misuse,
<br />or misapplication of the Software by any person other than
<br />Company; from any accident beyond Company's control;
<br />from use of the Software not in accordance with this
<br />Agreement or documentation provided in connection with
<br />the Software; orfrom Customer's failure to provide a suitable
<br />installation or use environment for the Software.
<br />7.4 The express warranties in Section 7.2 and 7.3 set forth
<br />above are in lieu of all other warranties, express, implied or
<br />statutory, arising from or related to this agreement and the
<br />Software provided to customer hereunder, including, but
<br />not limited to, any implied warranties of merchantability,
<br />fitness for a particular purpose, title, and non - infringement
<br />of third party rights. Customer acknowledges that it has
<br />relied on no warranties other than the express warranties
<br />in Section 7.2 and 7.3 of this agreement. Except for the
<br />express warranty in Section 7.3 of this Agreement, Company
<br />provides the software to customer "as is" and "as
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