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product support services offered by Company are available
<br />without proof of purchase from an authorized non-U.S. source.
<br />7.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO
<br />EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL,
<br />INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL
<br />DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY LOST DATA
<br />AND LOST PROFITS, ARISING FROM OR RELATING TO THIS
<br />AGREEMENT, THE SERVICES PROVIDED OR CONTEMPLATED
<br />HEREUNDER, AND THE HARDWARE AND RELATED
<br />DOCUMENTATION. COMPANY'S TOTAL CUMULATIVE LIABILITY
<br />IN CONNECTION WITH THIS AGREEMENT, THE SERVICES
<br />PROVIDED OR CONTEMPLATED HEREUNDER, AND THE
<br />HARDWARE AND RELATED DOCUMENTATION, WHETHER IN
<br />CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE
<br />AMOUNT OF FEES ACTUALLY PAID TO COMPANY HEREUNDER
<br />IN THE TWELVE- (12-) MONTH PERIOD IMMEDIATELY
<br />PRECEDING THE ACTION THAT GAVE RISE TO THE CLAIM.
<br />CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE
<br />ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND
<br />THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT
<br />WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
<br />S. Indemnification.
<br />Each party will indemnify and hold harmless the other party, its
<br />officers, directors, employees, and agentsfrom any and all claims,
<br />losses, liabilities, damages, expenses and costs (including
<br />reasonable attorneys' fees and court costs) which result from
<br />third -party claims or allegations that arise out of a breach or
<br />alleged breach of any representation, warranty, or covenant set
<br />forth in this Agreement.
<br />9. Network Security Disclaimer
<br />9.1 Internet Security.
<br />Company's products may include software that connects to the
<br />Internet. The software is designed to operate within
<br />Customer's secure network environment, and the software
<br />does not provide any mechanism for security or privacy.
<br />Specifically, the software relies fully on the Customer's security
<br />measures and implements no further security infrastructure.
<br />Company makes no representations or warranties to Customer
<br />regarding (i) the security or privacy of Customer's network
<br />environment; or (ii) any third -party technologies' or services'
<br />ability to meet Customer's security or privacy needs. These
<br />third -party technologies and services may include, but are not
<br />limited to, operating systems, database management systems,
<br />web servers, and payment processing services. Customer is
<br />solely responsible for ensuring a secure network environment.
<br />9.2 Remote Access Security.
<br />In order to enable code development, and Customer support
<br />and maintenance of the software (if purchased by Customer
<br />pursuant to a separate support and maintenance agreement),
<br />Company requires remote access capability. Remote access is
<br />normally provided by installing PC -Anywhere, ControllT, or
<br />other industry standard remote access software. It may also be
<br />provided through a Customer solution such as VPN access.
<br />Regardless of what method is used to provide remote access, or
<br />which party provides remote access software, it is Customer's
<br />responsibility to ensure that the remote access method meets
<br />Customer's security requirements. Company makes no
<br />representations or warranties to Customer regarding the
<br />remote access software's ability to meet Customer's security or
<br />privacy needs. Company also makes no recommendation for
<br />any specific package or approach with regard to security.
<br />Customer is solely responsible for ensuring a secure network
<br />environment.
<br />9.3 Outbound Services Disclaimer.
<br />Outbound services are intended to create additional methods
<br />of communication for Customer to use the Software in support
<br />of existing processes. These services are not intended to
<br />replace all interaction with Customer's employees or become
<br />critical path. While the outbound services have been created
<br />with the best available tools and practices, they are dependent
<br />on infrastructure that is inherently not fail -proof, including but
<br />not limited to infrastructure such as software, computer
<br />hardware, network services, telephone services, and e-mail.
<br />Examples of situations that could cause failure include but are
<br />not limited to: down phone lines, all lines busy, equipment
<br />failure, email address changes, internet service disruptions.
<br />For this reason, while outbound services are valuable in
<br />providing enhanced communication, they are specifically not
<br />designed to be used as the sole method to deliver critical
<br />messages. Customer acknowledges that it is aware of the
<br />potential hazards associated with relying on an automated
<br />outbound service feature, when using the Software, and
<br />Customer acknowledges and agrees that it is giving up in
<br />advance any right to sue or make any claim against Company,
<br />and that Customer forever releases Company from any and all
<br />liability, if Customer, or Customer's employees, suffer injury or
<br />damage due to the failure of outbound services to operate,
<br />even though Customer does not know what or how extensive
<br />those injuries or damages might be.
<br />10. Term and Termination.
<br />10.1 Term.
<br />This Agreement shall commence on the date of last signature
<br />below and shall end on December 31, 2022 (the "Term").
<br />Agreement can be renewed for three (3) successive one (1) year
<br />terms upon written agreement of the parties.
<br />10.2 Termination.
<br />(a) Either party may terminate this Agreement at any time that
<br />there is no uncompleted Project in effect upon fifteen (15) days'
<br />prior written notice to other party. Upon such termination by
<br />either party, all amounts owed to Company shall become
<br />immediately due and payable.
<br />(b) The parties agree that Customer's failure to pay any
<br />undisputed Fees is a material breach of this Agreement. In the
<br />event of Customer's failure to pay or other material breach of this
<br />Agreement, Company may immediately terminate this
<br />Agreement, the Software License Agreement, and any other
<br />agreements between the parties, for cause, provided that
<br />Customer has failed to cure the breach within sixty (60) days' of
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