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access, use, export or re-export, directly or indirectly, the Service, or any portion thereof or any Confidential
<br />Information of UA (including without limitation information regarding the use, access, deployment, or
<br />functionality of the Service) from the United States to (a) any country destination to which access, use,
<br />export or re-export is restricted by the Export Administration Regulations of the United States Department
<br />of Commerce; (b) any country subject to sanctions administered by the Office of Foreign Assets Control,
<br />United States Department of the Treasury; or (c) such other countries to which access, use, export or re-
<br />export is restricted by any other United States government agency. Customer further agrees that it is solely
<br />responsible for compliance with any import laws and regulations of the country of destination of permitted
<br />access, use, export or re-export, and any other import requirement related to a permitted access, use,
<br />export or re-export.
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<br />4.4 Warranty Disclaimer. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS PROVIDED HEREIN,
<br />THE SERVICE IS PROVIDED HEREUNDER WITH NO WARRANTY WHATSOEVER. CUSTOMER
<br />ACKNOWLEDGES THAT ITS USE OF THE SERVICE IS AT ITS OWN RISK. EXCEPT AS EXPRESSLY
<br />PROVIDED HEREIN, (a) THE SERVICE IS PROVIDED SOLELY ON AN “AS-IS” BASIS, AND (b) UA
<br />MAKES, AND CUSTOMER RECEIVES, NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. UA
<br />EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY,
<br />MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
<br />AND/OR NONINFRINGEMENT AND ALL DUTIES AND OBLIGATIONS IMPLIED IN LAW. UA DOES NOT
<br />WARRANT THAT THE SERVICE SHALL BE OPERABLE, SHALL PROPERLY STORE DATA, SHALL
<br />OPERATE UNINTERRUPTED OR ERROR FREE, SHALL BE SECURE, SHALL KEEP DATA
<br />CONFIDENTIAL, SHALL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT
<br />OR SHALL MEET CUSTOMER'S NEEDS.
<br />
<br />CONFIDENTIAL INFORMATION
<br />5.1 Confidential Information. As used herein, the term “Confidential Information means all technical,
<br />business and other information relating to the Service, which (i) is possessed or hereafter acquired by UA
<br />and disclosed to Customer or Licensed Users, (ii) derives economic value from not being generally known
<br />to persons other than UA and its customers, and (iii) is the subject of efforts by UA that are reasonable
<br />under the circumstances to maintain its secrecy or confidentiality. Confidential Information shall include,
<br />but shall not be limited to, oral or written (including, without limitation, storage in electronic or machine
<br />readable media) information with respect to UA's trade secrets, know-how, proprietary processes,
<br />operations, employees, contractors, prospects, business plans, product or service concepts, business
<br />methods, hardware, software, codes, designs, drawings, products, business models and marketing
<br />strategies, in each case relating to the Service. Confidential Information shall not include any information
<br />which Customer can demonstrate (a) has become generally available to and known by the public (other
<br />than as a result of a disclosure directly or indirectly by Customer, any of its affiliates or any of its or their
<br />respective employees, contractors or agents), (b) has been made available to Customer on a non-
<br />confidential basis from a source other than UA, provided that such source is not and was not bound by a
<br />confidentiality agreement with UA or any other legal obligation of non-disclosure, or (c) has been
<br />independently acquired or developed by Customer without violating any of its obligations under this
<br />Agreement.
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<br />5.2 Non-Disclosure of Confidential Information. Customer shall hold confidential all Confidential
<br />Information (as defined in Section 5.1) of UA and shall not disclose or use (except as expressly provided in
<br />this Agreement) such Confidential Information without the express written consent of UA. Confidential
<br />Information of UA shall be protected by the Customer with the same degree of care as Customer uses for
<br />protection of its own confidential information, but no less than reasonable care. Customer may disclose
<br />Confidential Information only to those of its employees who have a need to know the Confidential
<br />Information for purposes of performing or exercising rights granted under this Agreement and only to the
<br />extent necessary to do so. At any time upon the request of UA, the Customer shall promptly, at the option
<br />of UA, either return or destroy all (or, if UA so requests, any part) of the Confidential Information previously
<br />disclosed and all copies thereof, and the Customer shall certify in writing as to its compliance with the
<br />foregoing. Customer agrees to secure and protect the Confidential Information in a manner consistent with
<br />the maintenance of UA’s rights therein and to take appropriate action by instruction or agreement with its
<br />www.utility.com 250 E. Ponce De Leon Ave. | Suite 700 | Decatur, GA 30030 800-597-4707
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