disclaimer

This Agreement shall commence on the Effective Date and shall continue for a comfort guarantee period of ninety (90) days (“Comfort Guarantee Period”). Customer shall utilize the Comfort Guarantee Period to evaluate the effect and results of the Hardware, Services and Software. During the Comfort Guarantee Period, the Agreement may be terminated by Customer for “Good Cause” (as defined below), if, and only if, Customer provides timely written notice to the Provider stating the basis for such “Good Cause,” including the nature and character of any alleged deficiencies, and provides Provider a minimum of twenty (20) business days to audit Customer’s use of the Hardware, Services and Software and address the deficiencies identified in writing by Customer.  Customer agrees to cooperate with such audit and provide reasonable assistance and access to materials and Location(s) reasonably necessary to conduct such audit. For purposes of this Section, “Good Cause” shall mean that: (a) Customer has actively used the Hardware, Services and Software in accordance with Provider’s instructions for a minimum of seventy-five (75) calendar days, as determined by Provider in its sole discretion; and (ii) Customer experienced no performance and behavioral improvements relating to its staff/employees during such period at the Location(s), as determined by Provider in its sole discretion. If Customer terminates this Agreement for Good Cause during the Comfort Guarantee Period, Customer remains obligated to pay Provider: (i) the “Initial Payment” (as defined below); and (ii) a pro rata share of any and all Hardware as a Service Investment payments, Service Fees and Service Payments  up to and including the date of the termination.