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10.0 LIMITATION OF LIABILITY. EXCEPTING AS TO A VIOLATION OF THE SOFTWARE LICENSE TERMS HEREOF BY CUSTOMER, NEIT 8.D.b
<br /> NOR CSA'S SUPPLIERS,SHALL BE LIABLE,WHETHER IN CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY OR ANY O
<br /> THEORY, FOR LOSS OF USE, DATA, REVENUE OR PROFIT,OR FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, LIQUIDATED, INCIDENTAL OR
<br /> CONSEQUENTIAL DAMAGES,OR FOR ANY OTHER LOSS OR COST OF A SIMILAR 1 YPE,OR FOR DAMAGES SUFFERED OR CLAIMED TO HAVE BEE"'
<br /> SUFFERED BY ANY THIRD PARTY INCLUDING CUSTOMERS OF CUSTOMER, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF TT
<br /> OCCURRENCE OF SUCH DAMAGES. CSA'S MAXIMUM LIABILITY FOR ANY CLAIM FOR DAMAGES RELATING TO ITS PERFORMANCE OR NO
<br /> PERFORMANCE UNDER THIS AGREEMENT SHALL BE LIMITED: (A) WITH REGARD TO EQUIPMENT, TO THE PURCHASE PRICE OF TI
<br /> EQUIPMENT;(B)WITH REGARD TO SOFTWARE,TO THE LICENSE FEE OF THE SOFTWARE;(C)WITH REGARD TO MAINTENANCE,TO AN AMOU1
<br /> EQUAL TO TWELVE (12) MONTHS OF MONTHLY MAINTENANCE CHARGES FOR THE RELATED EQUIPMENT, SOFTWARE OR SERVICES GIVE`
<br /> RISE TO SUCH DAMAGES; AND (D) WITH REGARD TO PROFESSIONAL SERVICES, TO THE AMOUNT PAID FOR THE PROFESSIONAL SERVICI
<br /> GIVING RISE TO SUCH DAMAGES.
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<br /> 11.0 INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. CSA agrees to defend Customer against and hold Customer harmless from, claims, co: O
<br /> (including reasonable and necessary attorney fees), damages, demands judgments and liabilities arising out the claims of third parties that a Product(t a
<br /> specifically excluding Third Party Software and NOLI Products)infringes such third party's United States patent,copyright or other intellectual property ric v
<br /> and CSA agrees to pay the resulting costs, damages and attorneys'fees finally awarded, provided that Customer promptly notifies CSA in writing of t 0
<br /> claim and fully cooperates with CSA and CSA has sole control of the defense and all related settlement negotiations. CSA's obligation under this Section O
<br /> conditioned on Customer's agreement that if such Products (except Third Party Software or NOLI Products, or the use thereof), becomes, or in CS/
<br /> opinion is likely to become,the subject of such a claim, Customer shall permit CSA,at CSA's option and expense, either to procure the right for Custom y
<br /> to continue using the Products or to replace or modify the Products so that it becomes non-infringing,and if neither of the foregoing alternatives is availat
<br /> on terms which are reasonable in CSA's judgment, Customer shall return the Product upon the request of CSA. Upon such return, CSA shall refund t
<br /> applicable Product purchase price paid by Customer, less depreciation deducted on a five year straight-line basis. CSA shall have no liability for any cla 3
<br /> based upon or any damages attributable to: (i)the combination,operation or use of the Equipment or Software with equipment or software not supplied a-
<br /> authorized in writing by CSA; (ii) modification of the Equipment or Software; or(iii) Equipment or Software made pursuant to specifications furnished
<br /> Customer. The foregoing states the entire obligation and liability of CSA with respect to infringement of patents, copyrights or other intellectual prope IA
<br /> rights, Customer shall indemnify and hold CSA harmless from and against any liability and expense, including reasonable attorneys'fees incurred by C:
<br /> in connection with any claim that the Equipment or Software, or any part thereof, custom made pursuant to specifications furnished by Customer infring
<br /> any third party's patent,copyright or other intellectual property right.
<br /> 12.0 CONFIDENTIALITY. Customer shall maintain the confidentiality of Confidential Information and shall not disclose any Confidential Information to a m
<br /> third party without first having obtained the written approval of CSA. Customer shall not sell,transfer,distribute, disclose or otherwise make available tl `
<br /> Confidential Information to any third party and shall secure and protect it from disclosure and shall take such action as is necessary with its employe oI
<br /> (including contractors and temporary help)and other persons permitted access to them to satisfy Customer's obligations hereunder. Neither party will u Q
<br /> for any purpose, other than performing this Agreement, or disclose to any third party any trade secrets or non-public information of the other party or y
<br /> affiliates including, but not limited to, marketing information and strategy, marketing models, product information, advertising and promotional copy, prici E
<br /> information, financial information, customer lists, test results, and all other proprietary information, trade secrets and non-public information. The parti 2
<br /> agree to restrict circulation of all of such information within their own organization, except to the extent necessary to perform its obligations,and in no ca c
<br /> will any disclosure be made to any third party, unless such disclosure is requested or required in any judicial or administrative proceeding or otherwi U
<br /> required by law. Upon termination of this Agreement,Customer shall either(i)return all Confidential Information to CSA,including the Documentation,a w
<br /> all copies thereof,or(ii)at CSA sole option, certify to CSA in writing that the Confidential Information, including the Documentation, and all copies there 2
<br /> has been destroyed. CSA makes no representations as to the destruction of Customer data on returned Equipment that contain Customer data,and sh .
<br /> not otherwise be liable for failure to destroy such Customer data,or for the release of same. Any information on Equipment returned to CSA shall not e
<br /> considered confidential or proprietary nor shall be subject to applicable agreement provisions pertaining to same. Security software/hardware on produc
<br /> that do not contain standard hard disk drive overwrite capability may be available for purchase. This will enable the Customer to determine the level
<br /> security required without intervention from CSA,and to complete erasing of data prior to pick-up.
<br /> 13.0 NOTICES; CHANGES. Notices, requests or other communications shall be in writing and delivered by (a) United States first class mail, postal
<br /> prepaid, and addressed to the other party at the address set forth on the face of this Agreement (or to such other address as such party shall ha U)
<br /> designated by proper notice), (b) personal delivery or(c)commercial overnight delivery service. Such notices will be deemed to have been given on t v
<br /> date when received or acceptance refused. Each party consents to service of process by certified mail at its address above(or such other address as E
<br /> shall have designated by proper notice) in connection with any legal action brought by the other party. Customer authorizes CSA to fill in descripti w
<br /> material in the Schedule(including serial numbers)and to correct any errors under the Agreement or Schedule. Upon reasonable notice,provided there
<br /> no material adverse effect on performance, CSA shall have the right to change design, colors, materials or specifications of Equipment when it deer
<br /> necessary. '�
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<br /> Software License Terms
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<br /> 14.0 SOFTWARE. In some cases CSA makes available to customers licenses of application software with or without third party support contracts. Su
<br /> software shall be set forth on the Cover Sheet or Customer Agreement Addendum(the"Listed Software"). Customer is not acquiring title to or any inters
<br /> in any Listed Software other than a license to use the Listed Software in conjunction with the Equipment. Listed Software is specifically set forth on t
<br /> Cover Sheet and/or Customer Agreement Addendum. Software embedded in the Equipment is not specifically set forth on the Cover Sheet or Custom L
<br /> Agreement Addendum. If Customer is licensing software that is authored by third parties(for example,Adobe or Onyx software), Customer will enter intc 'I-
<br /> ncense agreement directly with the licensor of such software. This is typically done during installation and registration of the software. O
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<br /> 15.0 FIRMWARE. The license for Firmware is incidental to the operation and use of the Equipment in which it is embedded and the use thereof is limited
<br /> the Equipment in which the Firmware is embedded. Firmware support is provided as part of Maintenance. Customer must pay for Maintenance to recei d
<br /> support for Firmware. If Customer discontinues paying for Maintenance, Customer will not receive support, modifications, updates or enhancements I t
<br /> Firmware, however,Customer is permitted to use the Firmware solely with the Product(s)and"as is"with no obligation on the part of CSA with respect r,
<br /> such use or maintenance. ca
<br /> Product&Software Maintenance Terms
<br /> The following Product and Software Maintenance Terms are only applicable if Maintenance is being purchased by Customer under this Agreement.
<br /> Customer Agreement Terms and Conditions Form#USA9500 rev 12/18/12
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