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Company receives a judicial or other governmental demand or order, subpoena or law <br />enforcement request that expressly or by reasonable implication requires Company to do so; or <br />(b)Company believes, in its sole discretion, that: (i) Client or any Authorized User has failed to <br />comply with, any material term of this Agreement, or accessed or used the Company Services <br />beyond the scope of the rights granted or for a purpose not authorized under this Agreement or <br />in any manner that does not comply with any instruction or requirement of the Specifications; (ii) <br />Client or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading <br />or unlawful activities relating to or in connection with any of the Company Services; or (iii) this <br />Agreement expires or is terminated. This Section 1.4 does not limit any of Company’s other rights <br />or remedies, whether at law, in equity or under this Agreement. (“Authorized User” means each <br />of the individuals authorized to use the Company Services pursuant to Section 2.1 and other <br />terms and conditions of this Agreement as identified in each SOW.) <br />1.5 Acceptance. When Company notifies Client that it has completed a Deliverable, Client <br />may, elect to test or evaluate the related Deliverable(s) to determine whether they comply in all <br />material respects with the requirements of this Agreement and the SOW (the “Acceptance <br />Criteria”). Client will have fourteen (14) days after receipt of the Deliverable to complete its review <br />and testing. Upon completion of Client’s review and testing, Client shall notify Company whether <br />it has accepted such Deliverable(s) (“Accept”), or whether it has identified material discrepancies <br />with the Acceptance Criteria (“Reject”). If Client does not Reject a Deliverable within 14 days after <br />receipt, the Deliverable will be deemed accepted. If Client Rejects a Deliverable, Client shall <br />provide a written description of its reason(s) for rejection. On receipt of that description, Company <br />will review the Rejection and will use commercially reasonable efforts to correct any material non- <br />conformity within the Acceptance Criteria and provide the Client with a revised Deliverable within <br />thirty (30) days. The testing and evaluation process will then resume as set forth above. If the <br />Deliverable(s), as revised, still do not comply with the Acceptance Criteria, Client may either (a) <br />require Company to repeat the correction and modification process as set forth above at no <br />additional cost or charge to Client, (b) reject the Deliverable(s) in whole or in part, or (c) terminate <br />the relevant SOW(s). This Section states the sole remedy of Client for a Deliverable failing to <br />meet the Acceptance Criteria. <br />1.6 Subcontractors. Company may from time to time in its discretion engage third parties to <br />perform Company Services (each party, a “Subcontractor”) <br />2.Authorization and Client Restrictions. <br />2.1 Authorization. Subject to and conditioned on Client’s payment of the Fees (as defined in <br />Section 6.1) and compliance and performance in accordance with all other terms and conditions <br />of this Agreement, Company hereby authorizes Client to access and use, the Company <br />Deliverables as Company may supply or make available to Client solely for the Permitted Use by <br />and through Authorized Users in accordance with the conditions and limitations set forth in this <br />Agreement. This authorization is non-exclusive and non-transferable. <br />2.2 Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or <br />to (including any license under) any Intellectual Property Rights in or relating to, the Company <br />Deliverables or Third Party Materials, whether expressly, by implication, estoppel or otherwise.