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<br />[Ii)" <br /> <br />invent <br /> <br />HP TERMS AND CONDITIONS OF SALE AND SERVICE <br />Exhibit E16 <br /> <br />11. INTELLECTUAL PROPERTY RIGHTS <br /> <br />a) HP will defend or settle any claim against Customer, (or third parties to whom Customer is <br />authorized by HP to resell or sublicense), that BP Branded Products or Support (excluding Custom <br />Products and Custom Support) I delivered under these HP Terms and Conditions of Sale and Service <br />infringe a patent, utility model, industrial design, copyright, trade secret, mask work or <br />trademark in the country where Products are used, sold or receive Support, provided Customer: <br /> <br />1) promptly notifies HP in writing; and <br />2) cooperates with HP in, and grants HP sole control of the defense or settlement. <br />b) HP will pay infringement claim defense costs, settlement amounts and court-awarded damages. If <br />such a claim appears likely, HP may modify the Product, procure any necessary license, or replace <br />it. If HP determines that none of these alternatives is reasonably available, HP will refund <br />Customer's purchase price upon return of the Product if within one year of Delivery, or the <br />Product's net book value thereafter. <br /> <br />c) HP has no obligation for any claim of infringement arising from: <br /> <br />1) HPls compliance with Customer's designs, specifications or instructions; <br /> <br />2) HP's use of technical information or technology provided by Customer; <br /> <br />3) Product modifications by Customer or a third party; <br /> <br />4) Product use prohibited by Specifications or related application notes; or <br /> <br />5) Product use with products that are not HP Branded. <br /> <br />d) These terms state HPls entire liability for claims of intellectual property infringement. <br /> <br />12. LIMITATION OF LIABILITY AND REMEDIES <br /> <br />a) Products are not specifically designed, manufactured or intended for sale as parts, components or <br />assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility. <br />Customer is solely liable if Products or Support purchased by Customer are used for these <br />applications. Customer will indemnify and hold HP harmless from all loss, damage, expense or <br />liability in connection with such use. <br /> <br />b) To the extent HP is held legally liable to Customer, HPls total liability is limited to: payments <br />described in Sections 8. i) and 11. b) above; damages for bodily injury; direct damages to <br />tangible property up to a limit of U.S.$l,OOO,OOO; other direct damages for any claim based on a <br />material breach of Support services, up to a maximum of twelve (12) months of the related Support <br />charges paid by Customer during the period of material breach; and other direct damages for any <br />claim based on a material breach of any other term of these HP Terms and Conditions of Sale and <br />Service, up to a limit of U. s. $1,000,000 or the amount paid to HP for the associated Product, <br />whichever is less. <br /> <br />c) Notwithstanding Section 12. b) above, in no event will HP or its affiliates, subcontractors or <br />suppliers be liable for any of the following: incidental, special or consequential damages <br />(including downtime costs or lost profits, but excluding payments described in Section 11 above <br />and damages for bodily injury); damages relating to Customer's procurement of substitute products <br />or services (i.e., "cost of cover"); or damages for loss of data, or software restoration. <br /> <br />d) THE REMEDIES IN THESE HP TERMS AND CONDITIONS OF SALE AND SERVICE ARE CUSTOMER I S SOLE AND <br />EXCLUSIVE REMEDIES. <br /> <br />13. GENERAL <br /> <br />a} The parties hereby agree that they may do business electronically, including contract formation, <br />order placement and acceptance. Any orders placed by Customer and accepted by HP on any HP.com <br />website or HP/Customer extranet site will create fully enforceable obligations that will be <br />subject to the terms hereof. Such orders and acceptances will be deemed for all purposes to be: <br /> <br />1) business records originated and maintained in documentary form; <br /> <br />2) a "writing" or "in writing"; <br /> <br />3) "signed"; and <br /> <br />4) an "original" when printed from electronic files or records established and maintained in the <br />normal course of business. <br /> <br />E16 <br />Revision Date 01-nov-2002 <br /> <br />Page5t6 <br />Revision Number 10 <br />