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<br />751 Park of Commerce Drive, Suite 116 Boca Raton, Florida 33487 Main: (561) 893-8484 Service: (800) 288-1722 SVC # ______ Rev. 1/1/2020 PAGE: 5
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<br />OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY (WHETHER CONTRACT, STRICT
<br />LIABILITY OR TORT), IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES OR PARTS PROVIDED AND
<br />NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. Unless prohibited by law, no action arising out of
<br />or relating to this Agreement, regardless of the form of action, may be brought by Customer more than one (1) year after the action
<br />accrued.
<br />No Assignment – Customer will inform CUSA promptly in writing of any change of name, change of any office location, or change of legal form of
<br />its business. Customer cannot assign this Agreement without CUSA’s prior written consent (which consent will be in CUSA’s sole discretion), and
<br />any attempted assignment without such consent will be void.
<br />Restrictions on Hiring Employees - Customer acknowledges that CUSA has invested considerable amounts of time and money in training its
<br />employees in the systems, procedures, methods, forms, reports, formulas, computer programs, plans, techniques and other valuable information
<br />that are proprietary and unique to CUSA’s manner of conducting its business and that CUSA makes such information available to its employees, its
<br />parent and its affiliates, on a confidential basis. Therefore, Customer agrees that no employees of CUSA, its parent or its affiliates, will be hired by
<br />Customer or its subsidiaries, affiliates or facilities for the Term of this Agreement and twelve (12) months thereafter, and that Customer will not permit
<br />any employees of CUSA, its parent or its other affiliates to provide services for Customer or any of its subsidiaries, affiliates or facilities indirectly
<br />(through consulting contracts, contracts with third parties that employ or otherwise retain any CUSA employees, or otherwise) for the Term of this
<br />Agreement and twelve (12) months thereafter. Customer agrees that if Customer or any of its subsidiaries, affiliates or facilities violates the
<br />obligations set forth in this Section, Customer will pay to CUSA, and CUSA will accept as liquidated damages and not as a penalty, an amount equal
<br />to two (2) times the annual salary of the employee(s) retained or allowed to work for Customer in violation of this Section. Customer agrees that the
<br />foregoing restrictions are reasonably necessary to protect CUSA’s legitimate business interest and that they are reasonable as to their scope and
<br />duration.
<br />Personal Data - Customer will comply with applicable federal, state and local laws, regulations, rules, and ordinances related to data security and
<br />privacy with respect to the Equipment and will obtain all necessary rights, permissions and/or consents to permit CUSA or its designated
<br />representative, in the performance of CUSA’s obligations under the Agreement, to access, view, use, transfer, store, or otherwise process data that
<br />could be used to identify, contact or locate an individual (“Personal Data”) that may be collected by, used on, stored on, or otherwise processed by
<br />the Equipment. Neither CUSA nor its designated representative has an obligation, at any time, to delete, erase or overwrite any Personal
<br />Data. Customer agrees to defend, indemnify and hold CUSA, its parent and their affiliates harmless from any claim, loss, damage, liability or expense
<br />(including attorneys’ fees and court costs) incurred by CUSA, its parent or any of their affiliates as a result of claims asserted against CUSA, its
<br />parent or any of their affiliates in connection with Customer’s breach of this Section.
<br />Miscellaneous - The headings in this Agreement are inserted for convenience of reference only and will not constitute a part hereof. This Agreement
<br />constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all previous proposals and
<br />agreements whether oral or written. Only those representations or statements contained in this Agreement will be binding upon CUSA as a warranty
<br />or otherwise. Customer’s acceptance of this Agreement is expressly limited to these Terms and Conditions and the terms and conditions set forth
<br />elsewhere in this Agreement, and Customer may not modify, add, delete or otherwise alter any of the terms and conditions set forth in this Agreement.
<br />No amendment, modification or alternation of the terms and conditions set forth in this Agreement will be binding unless the same is set forth in a
<br />writing which expressly states such intent, and such writing is dated subsequent to the date hereof and approved and executed by a duly authorized
<br />officer of each party, unless otherwise provided herein. No work orders, service requests, purchase orders, invoices or similar instructions delivered
<br />to CUSA by Customer or otherwise made by Customer will amend, alter or modify this Agreement (except as provided in the preceding sentence),
<br />but rather will be deemed requests subject to, and in all cases superseded by and subject to, the terms and conditions of this Agreement. Neither
<br />party will be liable to the other for failure to perform because of causes or events beyond the control of the parties which cannot be foreseen (or if
<br />foreseeable, are unavoidable) and which prevent or hinder the performance of the party’s obligations under this Agreement. No provision of this
<br />Agreement will be deemed waived by course of conduct, unless such waiver is made in a writing signed by the parties stating that it is intended
<br />specifically to modify this Agreement, nor will any course of conduct operate or be construed as a waiver of any subsequent breach of this Agreement,
<br />whether of a similar or dissimilar nature. If any term or provision of this Agreement is held invalid, illegal or unenforceable in any respect under any
<br />applicable law, the validity, legality and enforceability of the remaining terms and provisions will not be affected or impaired. A copy of a signature
<br />on this Agreement will have the same force and effect as an original ink signature.
<br />In the performance of CUSA’s obligations under this Agreement, CUSA will at all times act as and be deemed an independent contractor. Nothing
<br />in this Agreement will be construed to render CUSA or any of its employees, agents or officers, an employee, joint venture, agent or partner of
<br />Customer. Neither party is authorized to assume or create any obligations or responsibilities, express or implied, on behalf of the other party, except
<br />as may be specifically provided for herein. The employees, methods, facilities and equipment of CUSA will at all times be under CUSA’s exclusive
<br />direction and control. CUSA reserves the right to perform any of its obligations hereunder through its authorized subcontractors or agents. The
<br />Sections titled Term and Termination Charges, Exclusions of Warranty and Limitation of Liability, Restriction on Hiring Employees, Personal Data
<br />(with respect to indemnity obligations therein), and Law Governing Agreement will survive the termination or expiration of this Agreement.
<br />Law Governing Agreement; Disputes - This Agreement is made within the State of New York and this Agreement and any dispute, claim or
<br />controversy between the parties arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the
<br />State of New York without regard to its conflict of law provisions. Customer hereby consents to the exclusive jurisdiction and venue of the federal
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