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or (viii) misuse of the Equipment or Software by Customer or users; (ix)
<br />viruses introduced by Customer, its agents, or users.
<br />EXCLUSIVE REMEDIES. FOR ANY NONCONFORMANCE OF
<br />THE SERVICES TO THE AGREEMENT'S REQUIREMENTS,
<br />WHICH MATERIALLY AFFECTS ITS INTENDED USE AND IS
<br />REPORTED TO CI BY CUSTOMER, IN WRITING, FOR ONE
<br />YEAR AFTER THE SERVICE IS PERFORMED, CI SHALL,
<br />WITHOUT ADDITIONAL COMPENSATION, CORRECT AND
<br />REVISE ANY ERRORS, OMISSIONS, OR OTHER
<br />DEFICIENCIES IN ITS WORK PRODUCT, SERVICES ARISING
<br />FROM THE NEGLIGENT ACT, ERROR OR OMISSION OF
<br />CONTRACTOR OR ANY SUBCONTRACTOR ENGAGED BY CI.
<br />DURING THE WARRANTY PERIOD, IF THE EQUIPMENT DOES
<br />NOT CONFORM TO THE MANUFACTURER'S
<br />SPECIFICATIONS OR IF THE EQUIPMENT CONTAINS
<br />DEFECTS IN MATERIALS OR WORKMANSHIP AT THE TIME
<br />OF SALE THE EQUIPMENT MANUFACTURER'S REMEDIES
<br />ARE SET FORTH IN THE MANUFACTURER'S WARRANTIES
<br />WHICH ARE AVAILABLE UPON REQUEST.
<br />THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND
<br />EXCLUSIVE REMEDIES AND ARE IN LIEU OF ANY AND ALL
<br />OTHER REMEDIES WHICH MAY BE AVAILABLE TO
<br />CUSTOMER.
<br />Non -Solicitation of Ci Employ. Customer agrees and covenants not to
<br />directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or
<br />induce the termination of employment of any employee of Ci during the
<br />Term of this Agreement, including any renewals, and for a period of two
<br />(2) years, to run consecutively, following the termination of this
<br />Agreement, or any renewals.
<br />Payment. Terms of payment are net 30 days from date of invoice unless
<br />differing terms are stated in the quotation or service order. In connection
<br />with Services being performed pursuant to a Statement of Work, Customer
<br />will pay for the Services in the amounts and in accordance with any
<br />payment schedule set forth in the applicable Statement of Work.
<br />Force Majeure. Neither Party shall be deemed in default ofthis Agreement,
<br />except for the payment of monies owed, to the extent that any delay or
<br />failure in the performance of its obligations results from any cause beyond
<br />its reasonable control and without its fault or negligence, such as acts of
<br />God, acts of civil or military authority, embargoes, epidemics, pandemics,
<br />war, riots, insurrections, fires, explosions, earthquakes, landslides,
<br />lightning, hurricane, fires, storms, floods, washouts, arrest and restraints of
<br />governments and people, or civil disturbances or any law, regulation,
<br />ordinance, or requirements of any government or subdivision thereof,
<br />including without limitation the Federal Communications Commission or
<br />its authorized carriers, or any other circumstances beyond the reasonable
<br />control of the Parties, provided that such Party uses reasonable efforts,
<br />under the circumstances, to resume performance as soon as reasonably
<br />practicable then the obligation of performance shall be suspended during
<br />the continuance of such Force Majeure occurrence. The obligations and
<br />rights of the Party so excused will be extended on a day-to-day basis for
<br />the period of time reasonably necessary to overcome the effects of the
<br />underlying cause of the delay.
<br />Default. Failure of Customer to make payments or to perform any other
<br />condition of these Terms and Conditions shall constitute a default
<br />hereunder and breach of the affected Order(s) placed hereunder.
<br />In addition, the occurrence of any of the following events shall constitute
<br />a default of all Orders placed hereunder: (1) a receiver, trustee or liquidator
<br />of Customer is appointed for any of its properties or assets; (2) Customer
<br />becomes insolvent or admits in writing its inability to pay its debts as they
<br />mature; (3) Customer makes a general assignment for the benefit of
<br />creditors; (4) a petition for the reorganization of Customer or an
<br />arrangement with its creditors, or readjustment of its debt or its dissolution
<br />or liquidation or similar relief is filed by or against Customer under any
<br />A TRUE COPY
<br />10.Co.01.A.2 CERTIFICATION ON LAST PAGE
<br />Page 2 of 10 RYAN L. BUTLER, CLERK
<br />law or statute; (5) Customer ceases doing business or commences
<br />dissolution or liquidation.
<br />In case of default, Ci may cancel the defaulted Order(s), declare the entire
<br />amount of any unpaid commitment and any other charges immediately due
<br />and payable and use all available remedies to take possession and remove
<br />any Equipment with all costs, including attorneys' and all costs of
<br />collection, including but not limited to court costs, to be borne by
<br />Customer. Ci's right to recover possession of the any Equipment or
<br />Software is in addition to all other available remedies at law or in equity.
<br />Ci reserves the right to impose a late payment charge of one and one half
<br />percent (1 1/2%) per month, but not in excess of the lawful maximum, on
<br />any past due balance in the event the Customer shall fail to pay any charges
<br />within fifteen (15) days after same are due and Customer agrees to pay
<br />same. In the event the Ci must retain legal counsel in order to collect
<br />amounts due under this Agreement including any unpaid interest charges,
<br />then such reasonable legal fees, including all fees and costs for appellate
<br />proceedings and all fees and costs incurred by Ci in collecting on any
<br />judgment shall be payable by Customer. In addition, if payments are not
<br />received as described above, Ci reserves the right to suspend Services until
<br />payment is received. In the event of a payment default, Customer will be
<br />responsible for all of Ci's costs of collection, including, but not limited to,
<br />court costs, filing fees and attorneys' fees.
<br />Customer will pay for, and will indemnify and hold Ci harmless from, any
<br />applicable sales, use, transaction, excise, or similar taxes and any federal,
<br />state, or local fees or charges (including, but not limited to, environmental
<br />or similar fees), imposed on, in respect of or otherwise associated with the
<br />Equipment and/or Services. Customer must claim any exemption from
<br />such taxes, fees, or charges at the time of purchase and provide Ci with the
<br />necessary supporting documentation. In the event of a payment default,
<br />Customer will be responsible for all of Ci's costs of collection, including,
<br />but not limited to, court costs, filing fees and attorneys' fees. In addition, if
<br />payments are not received as described above, Ci reserves the right to
<br />suspend Services until payment is received.
<br />LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES
<br />AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL
<br />PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL CI OR
<br />ITS SUPPLIERS, SUBCONTRACTORS, MANUFACTURERS OR
<br />AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT,
<br />SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
<br />INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS,
<br />BUSINESS, REVENUES OR SAVINGS, EVEN IF CI HAS BEEN
<br />ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF
<br />SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH
<br />CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS
<br />PREMISED UPON BREACH OF CONTRACT, WARRANTY,
<br />NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF
<br />LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS
<br />AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS
<br />OR CLAIM ARISING OUT OF OR IN CONNECTION WITH
<br />CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR
<br />RECOMMENDATIONS BY CI BASED ON, RESULTING FROM,
<br />ARISING OUT OF OR OTHERWISE RELATED TO THE
<br />SERVICES OR EQUIPMENT PROVIDED.
<br />EXCEPT FOR CLAIMS FOR PERSONAL INJURY OR FOR
<br />DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY TO
<br />THE EXTENT CAUSED BY CI'S FAULT OR NEGLIGENCE, CI'S
<br />MAXIMUM LIABILITY TO CUSTOMER FOR ANY CLAIM FOR
<br />DAMAGES RELATING TO CI'S PERFORMANCE OR NON-
<br />PERFORMANCE UNDER THIS AGREEMENT SHALL BE
<br />LIMITED TO $100,000.
<br />CYBERSECURITY DISCLAIMER AND LIMITATION OF
<br />LIABILITY. THE PARTIES ACKNOWLEDGE THAT THE
<br />INTERNET AND ONLINE SYSTEMS ARE INHERENTLY
<br />VULNERABLE TO VARIOUS CYBERSECURITY THREATS,
<br />INCLUDING BUT NOT LIMITED TO HACKING, DATA
<br />Paqe 38 of 46
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