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Page 4 of 10 REV. 06/15/2024 necessary for use in connection with the Products. 5. AUDITS. During the term of the Agreement and for a period of one (1) year thereafter, Company will have the right to perform an audit not more than once each year to verify that Customer is using the Products in compliance with the Agreement. The audit will include at a minimum Company having access to all Software, Hardware, Documentation and related Customer equipment (including all servers and personal computers that contain Software, and any hardware that contains Software). The audit will be performed from Monday through Friday, between 8:00 a.m. and 5:00 p.m. local time, and upon not less than fifteen (15) days’ prior written notice to Customer. The audit will be conducted virtually or onsite at the Customer’s premises, at Company’s sole cost and expense, subject to reasonable security and access restrictions. Customer will be permitted to have Customer personnel present during the audit. If an audit conducted under this section discloses that Customer has underpaid by more than 3% any amounts payable under this Agreement during the period covered by the audit, Customer will pay Company the amount of that underpayment and, in addition, will: (1) reimburse Company’s reasonable and actual costs for that audit and (2) be subject to legal remedies available to Company for Customer’s breach of the Agreement. 6. INTELLECTUAL PROPERTY RIGHTS. Title to the Company Materials (excluding any Customer Content incorporated therein) shall at all times remain with Company or its third‐party licensors as applicable. Customer acknowledges that the Services and the Company Materials are proprietary to Company and that all rights thereto are owned by Company or its third‐party licensors as applicable. The Customer further acknowledges that the Company Materials contain trade secrets of Company and that the Company Materials are protected by U.S., Canadian and international copyright and other Intellectual Property Laws and treaties. Under no circumstances will a copy of any software comprising the Company Platform be provided to the Customer. The Customer shall not reverse engineer or directly or indirectly allow or cause a third party to reverse engineer the whole or any part of the Company Platform. 7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER 7.1 Mutual. Each party represents and warrants to the other party that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts this Agreement requires of it; (b) the execution of this Agreement and performance of its obligations under this Agreement do not and shall not violate any other agreement to which it is a party; (c) when executed and delivered this Agreement constitutes the legal, valid and binding obligation of such party; and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations. 7.2 Hardware and Software Warranties. (a) Subject to the exceptions listed below in part (b), Company warrants: (i) that the Hardware, if applicable, will be free from material defects in materials and workmanship and will operate in all material respects in accordance with its applicable Documentation (the “Hardware Warranty”) for one (1) year from the date of initial shipment (the “Hardware Warranty Period”). Customer may purchase renewals of the Hardware Warranty Period, if applicable, through extended service plans made available by Company in its discretion. Following the end of the Hardware Warranty Period, if applicable, Company will have no further obligation to repair or support the applicable Hardware; and (ii) that the Software will be free from material defects and workmanship and will operate in all material respects in substantial conformance with the Documentation (the “Software Warranty”) for a period of ninety (90) days from the date of delivery of the Software (the “Software Warranty Period”). Following the ninety (90) day Software Warranty Period all software performance issues are governed by the Service Level Agreement. (b) Company's entire liability and Customer's exclusive remedy for any reported breach of the Hardware Warranty, if applicable, or Software Warranty will be repair or replacement of the defective Docusign Envelope ID: CA8705DF-3575-4273-B3E5-0EF60EBEB3C1