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when executed and delivered by both parties, this Agreement will constitute the legal, valid
<br />and binding obligation of such party, enforceable against such party in accordance with its terms.
<br />12.2 Additional Customer Representations,.Warranties and Covenants. Customer represents,
<br />warrants and covenants to EmNet that Customer owns or otherwise has and will have the necessary
<br />rights and consents in and relating to the Customer Data so that, as received by EmNet and Processed
<br />in accordance with this Agreement, they do not and will not infringe, misappropriate or otherwise
<br />violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate
<br />any applicable Law.
<br />12.3 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET
<br />FORTH IN SECTION 12.1 AND SECTION 12.2, ALL EMNET SERVICES AND EMNET
<br />MATERIALS ARE PROVIDED "AS IS" AND EMMET HEREBY DISCLAIMS ALL
<br />WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND EMNET
<br />SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND ALL
<br />WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
<br />WITHOUT LIMITING THE FOREGOING, EMNET MAKES NO WARRANTY OF ANY KIND
<br />THAT THE EMNET SERVICES OR EMNET MATERIALS, OR ANY PRODUCTS OR RESULTS
<br />OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S
<br />REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED
<br />RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER
<br />SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR
<br />ERROR FREE. ALL THIRD -PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY
<br />REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY
<br />MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD -PARTY OWNER OR
<br />DISTRIBUTOR OF THE THIRD -PARTY MATERIALS,
<br />12.4 Standard of Care.
<br />The standard of care for all EmNet Services performed or furnished by EmNet under this
<br />Agreement will be the care and skill ordinarily used by members of the profession practicing under
<br />similar circumstances at the same time and in the same locality. Subject to the foregoing standard of
<br />care, EmNet and its agents and consultants may use or rely upon design elements and information
<br />ordinarily or customarily furnished by others, including, but not limited to, specialty contractors,
<br />manufacturers, suppliers, and the publishers of technical standards.
<br />EmNet shall not at any time supervise, direct, control, or have authority over any of
<br />Customer's work, nor shall EmNet have authority over or be responsible for the means, methods,
<br />techniques, sequences, or procedures of construction selected or used by any contractor retained by
<br />the Customer, or the safety precautions and programs incident thereto, for security or safety at the
<br />location of the provision of any EmNet Services, nor for any failure of a contractor to comply with
<br />laws and regulations applicable to such contractor's furnishing and performing of its work.
<br />EmNet neither guarantees the performance of any contractor nor assumes responsibility for
<br />any contractor's failure to furnish and perform its work in accordance with the contract between
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