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BREACHES, AND OTHER UNAUTHORIZED ACCESS OR
<br />ACTIONS ("CYBERSECURITY EVENTS-). CI WILL MAINTAIN
<br />A PROACTIVE SECURITY POSTURE BASED ON AN OVERALL
<br />MANAGED SERVICE PLAN TO ENSURE THE SYSTEM IS
<br />ALIGNED WITH THE MANUFACTURER'S LATEST SECURITY
<br />POLICY. IT IS CUSTOMER'S RESPONSIB)tLITY TO EMPLOY
<br />REASONABLE MEASURES TO PROTECT ITS SYSTEMS AND
<br />DATA, THIS PLAN INCLUDES THE INSTALLATION AND
<br />IMPLEMENTATION OF MAINTENANCE SUPPORT PLANS,
<br />OPERATING SYSTEM UPDATES, VIRUS PROTECTION
<br />UPDATES, SYSTEM SECURITY UPDATES AND FIREWALL
<br />PROTECTED NETWORK CONNECTIVITY. CI WILL
<br />MAINTAIN CONSISTENT AND REGULAR DATA BACKUPS OF
<br />CRITICAL SYSTEMS IN ORDER TO RESTORE THE SYSTEM IN
<br />THE EVENT OF AN INTERNAL OR EXTERNAL CYBER
<br />ATTACK. CI WILL PROVIDE BEST EFFORT TO RESTORE
<br />SYSTEM OPERATIONS AS QUICKLY AS POSSIBLE,
<br />HOWEVER, CI DOES NOT GUARANTEE THE SECURITY OF
<br />ANY EQUIPMENT OR ITS SERVICES OR THE PREVENTION
<br />OF CYBERSECURITY EVENTS.
<br />TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
<br />LAW, CI SHALL NOT BE LIABLE FOR ANY DAMAGES,
<br />LOSSES, COSTS, OR EXPENSES ARISING FROM OR RELATED
<br />TO CYBERSECURITY EVENTS, INCLUDING BUT NOT
<br />LIMITED TO DATA BREACHES, UNAUTHORIZED ACCESS,
<br />LOSS OF DATA, OR ANY OTHER FORM OF CYBER -ATTACK.
<br />THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF
<br />WHETHER SUCH DAMAGES, LOSSES, COSTS, OR EXPENSES
<br />ARISE FROM NEGLIGENCE, BREACH OF CONTRACT, TORT,
<br />STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND
<br />REGARDLESS OF WHETHER CI HAD PRIOR KNOWLEDGE OR
<br />WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
<br />THE PARTIES AGREE THAT THE ALLOCATION OF RISK AS
<br />SET FORTH IN THIS CLAUSE IS AN ESSENTIAL ELEMENT OF
<br />THE CONSIDERATION FOR THIS AGREEMENT, AND THAT
<br />WITHOUT SUCH LIMITATION OF LIABILITY, THE TERMS
<br />AND CONDITIONS HEREIN WOULD BE SUBSTANTIALLY
<br />DIFFERENT.
<br />Waiver. No waiver by either Party of any default shall operate as a waiver
<br />of any other default or of the same default on a future occasion. No delay,
<br />course of dealing or omission on the part of either Party in exercising any
<br />right or remedy shall operate as a waiver thereof, and no single or partial
<br />exercise by either Party of any right or remedy shall preclude any other or
<br />further exercise thereof or the exercise of any other right or remedy.
<br />Severability. If any provision or provisions of this Agreement shall be held
<br />to be invalid, illegal, or unenforceable, the validity, legality and
<br />enforceability of the remaining provisions shall not in any way be affected
<br />or impaired thereby, provided such provisions still express the intent of the
<br />Parties. If the intent of the Parties cannot be preserved, the Agreement shall
<br />either be renegotiated or rendered null and void.
<br />Governing Law, Venue. Limitation of Actions. This Agreement shall be
<br />governed and construed in accordance with the laws of the State of Florida.
<br />The Parties hereby consent and submit to the exclusive jurisdiction of the
<br />appropriate state or federal court serving Indian River County, Florida, as
<br />to any dispute or controversy arising either directly or indirectly, under or
<br />in connection with this Agreement. No action for breach of this Agreement
<br />or any covenant or warranty arising under this Agreement shall be brought
<br />more than one year after the cause of action has occurred.
<br />Electronic Delivery and Execution. Documents executed, scanned, and
<br />transmitted electronically and electronic signatures shall be deemed
<br />original signatures for purposes of this Agreement and all matters related
<br />thereto, with such scanned and electronic signatures having the same
<br />validity, enforceability, and admissibility as original handwritten
<br />signatures.
<br />10.Co.01 A.2
<br />Page 3 of 10
<br />Conflicting Provisions. These Terms and Conditions shall supersede any
<br />conflicting provision contained in any purchase order, quotation, or invoice
<br />to Customer. Unless otherwise specifically agreed in writing, nothing
<br />contained in any purchase order, quotation or invoice shall in any way
<br />modify or add any provision to these Terms and Conditions.
<br />Order of Precedence.
<br />1. These Terms & Conditions
<br />2. Purchase Order
<br />3. Other Contract Documents
<br />'A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />Page 39 of 46
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