Biometric Master Purchase and Sales Agreement - NEC Corp of America - AFIS Upgrade for SBPD

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If Customer fails to pay the undisputed portion of any invoice within the time specified, NEC may charge Customer interest equal to the lesser of 1.5% per month [eighteen percent (18%b) per aninum] or the maximum rate allowed by law on such undisputed portion. NEC„s provision of Software, Equipment, and/or Services is suibyect to credit approval for each transaction. Customer understands that any information obtained by NEC from any third party credit bureau for the purpose of verifying Customer's creditworthiness will be held in confidence and will remain the property of NEC, whether or not credit its extended. 7. LIMITATION OF LIABILITY. EXCEPT FOR EITHER PARTY'S LIABILITIES ARISING FROM USE OF INTELLECTUAL PROPERTY BEYOND THE SCOPE PERMITTED BY THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE, TO THE OTHER FOR DAMAGES EXCEEDING THE FEES PAID OR OWED TO THE OTHER PARTY UNDER THE TRANSACTION GIVING RISE TO THE CLAIM; AND NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LAKE), ARISING OUT OF THIS AGREEMENT, (INCLUDING ANY DAMAGES ARISING UNDER ANY CLAIM OR NEGLIGENCE, STRICTLIABILITY„ OR OTHER THEORY), EVEN IF THE PARTY INCURRING SUCH DAMAGES HAS ADVISED THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES. DM11yi11104BILY111N;?-3Llh EQUIPMENT. NEC represents and warrants that all Equipment manufactured by NEC, or an INEC Affiliate, will be free from defects in material and workmanship and will operate substantially in accordance with manufacturers" specifications for the period stated in the applicable Order. For Equipment not manufactured by NEC or an NEC Affiliate, NEC will pass the manufacturer's warranty through to Customer to the extent NEC is lawfully permitted to do so. Additional warranty terms may be included in an Equipment -specific Appendix to the applicable Order. SERVICES. NEC represents and warrants that all Services provided to Customer pursuant to any Order shall be performed by competent personnel, with professional diligence and skill, consistent with industry standards, and will conform in all material respects to the specifications and requirements set forth, and for the period stated or incorporated, in the applicable Order. Additional warranty terms may be included in a Service -specific Appendix to the applicable Order. SOFTWARRE. NEC DOES NOT WARRANT THAT ANY INEC SOFTWARE PRODUCT PROVIDED WILL MEET CUSTOMER'S REQUIREMENTS OR THAT OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR -FREE. EACH NEC SOFTWARE PRODUCT IS PROVIDED BY NEC "AS IS THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF EACH NEC SOFTWARE PRODUCT SHALL BE WITH CUSTOMER. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT AND THE APPLICABLE APPENDIX AND/OR ORDER, NEC DISCLAIMS AND EXCLUDES TO THE FULL EXTENT' PERMISSIBLE ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO THE SOFTWARE, EQUIPMENT, AND/OR SERVICES COVERED HEREUNDER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NEC SHALL CREATE A WARRANTYAND CUSTOMER MAY NOT RELY UPON SUCH INFORMATION OR ADVICE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, AND NON INFRINGEMENT. NEC PARTICULARLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE,AND ALL WARRANTIES RELATED TO THIRD PARTY EQUIPMENT, MATERIAL„ SERVICES, OR SOFTWARE NOT PROVIDED HEREUNDER ARE EXPRESSLY EXCLUDED. THUS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. 9. INDEMNIFICATION. Except as excluded below, NEC will defend and indemnify Customer against any third party claims or suits ("Actions") against Customer which allege infringement of a United States patent Biornetric Master Purchase and Sales Agreement v10062015 Page 4