|
2.4 CUSTOMER acknowledges late payments hereunder shall cause SECTRAN to incur costs not
<br />contemplated by this Agreement, the exact amount of which is extremely difficult to ascertain at this time. Such costs relate to,
<br />but are not limiter) to, processing, administrative and accounting. Accordingly, if any payment shall not be received by
<br />SECTRAN within the timeframe specified in Provision 2.2, then, without any further notice, CUSTOMER shall pay SECTRAN
<br />a late charge of (0i ) percent of such past due amount or, alternatively, the maximum permitted by law until full payment is
<br />received The parties agree this late charge represents a fair and reasonable estimate of the costs and expenses SECTRAN will
<br />foreseeably incur by reason of CUSTOMER' S late payments. SECTRAN'S acceptance of late payments and/or late charges
<br />shall not constitute a waiver of CUSTOMER'S breach nor prevent SECTRAN from exercising all rights or remedies hereunder
<br />or as may be provided by law. SECTRAN reserves the right to require CUSTOMER to make quarterly pre -payments for future
<br />services where CUSTOMER has breached its duty to timely pay its obligations. Alternatively, SECTRAN reserves the right to
<br />immediately cancel or terminate this Agreement.
<br />3 7"ERM.
<br />3.1 This Agreement shall commence upon the date hereof and unless terminated pursuant to the terms
<br />hereof'. shall continue unless either party, in it's sole and absolute discretion, delivers to the other party thirty (30) day's written
<br />notice of it's intention to terminate this Agreement.
<br />3.2 Upon termination of this Agreement for any reason, each party shall be released from all
<br />obligations and liabilities to the other occurring or arising subsequent to the date of termination except as provided in Sections 8.
<br />9, 11, 14 and 16 hereof and except that any termination of this Agreement shall not relieve CUSTOMER from any obligation to
<br />tender consideration to SECTRAN pursuant to the terms hereof.
<br />RELATIONSHIP OF PAR I ITS.
<br />4 1 SECTRAN agrees and acknowledges that:
<br />4 1 1 SECTRAN is an independent contractor;
<br />4.1.2 That nothing in this Agreement shall be considered to create an
<br />employee/employer relationship between CUSTOMER on one hand and
<br />SECTRAN on the other hand.
<br />4.2 SECTRAN agrees and acknowledges that as an independent contractor. SECTRAN is solely
<br />responsible for the payment of any taxes and/or assessments imposed on account of the payment of consideration to, or the
<br />performance of services by SECTRAN pursuant to this Agreement including, without limitation, any California Unemployment
<br />Insurance Taxes, Federal and State Income 'Taxes, Federal Social Security payments and California Disability Insurance Taxes.
<br />CUSTOMER shall not, by reason of SECTRAN'S status as an independent contractor and the representations contained herein,
<br />make any withholdings or payments under said taxes with respect to consideration paid to SECTRAN hereunder.
<br />LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.
<br />5.1 Without limiting any express financial or liability provisions provided for in this Agreement,
<br />SEC "IRAN shall not be liable to CUSTOMER for any indirect. consequential, exemplary, special, incident or punitive damages
<br />including, without limitation, lost business. revenue, profits or goodwill, arising in connection with this Agreement under any
<br />theory of tort, contract, warranty, strict liability or negligence.
<br />5.2 SECTRAN makes no warranties, express or implied as to any Services provided hereunder.
<br />SECTRAN specifically disclaims any and all implied warranties, including without limitation, any implied warranties of
<br />merchantability, fitness for a particular purport or title or non -infringement of third party rights.
<br />lesser of:
<br />5.3 Notwithstanding the foregoing, SECTRAN'S total liability hereunder shall in no event exceed the
<br />(i) CUSTOMER'S proven direct damages, excluding interest thereon and excluding any
<br />indirect, consequential, exemplary, special, incident or punitive damages.
<br />(ii) $500,000 per PICK UP OR DROP
<br />The foregoing limitation applies to all causes of action and claims, including, without limitation
<br />Breach of Contract, Breach of Warranty. Negligence. Strict Liability, Misrepresentation and other torts. It is further understood
<br />and agreed that SECTRAN shall not be responsible for any loss or damage caused by hostile or warlike action, civil disorders or
<br />any governmental action, whether such loss be direct or indirect, proximate or remote.
<br />
|