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replacement Hardware, the replacement Hardware will be
<br />warranted in accordance with the provisions of this
<br />Agreement for the remainder of the original warranty period
<br />or thirty (30) days, whichever is longer. Outside the United
<br />States, neither these remedies nor any product support
<br />services offered by Company are available without proof of
<br />purchase from an authorized non -U.S. source.
<br />7.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO
<br />EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL,
<br />INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL
<br />DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY LOST DATA
<br />AND LOST PROFITS, ARISING FROM OR RELATING TO THIS
<br />AGREEMENT, THE SERVICES PROVIDED OR CONTEMPLATED
<br />HEREUNDER, AND THE HARDWARE AND RELATED
<br />DOCUMENTATION. COMPANY'S TOTAL CUMULATIVE LIABILITY
<br />IN CONNECTION WITH THIS AGREEMENT, THE SERVICES
<br />PROVIDED OR CONTEMPLATED HEREUNDER, AND THE
<br />HARDWARE AND RELATED DOCUMENTATION, WHETHER IN
<br />CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE
<br />AMOUNT OF FEES ACTUALLY PAID TO COMPANY HEREUNDER
<br />IN THE TWELVE- (12 -) MONTH PERIOD IMMEDIATELY
<br />PRECEDING THE ACTION THAT GAVE RISE TO THE CLAIM.
<br />CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE
<br />ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND
<br />THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT
<br />WITHOUTTHESE LIMITATIONS ON ITS LIABILITY.
<br />8. Indemnification (See Section 7 —Santa Ana Agreement)
<br />9. Network Security Disclaimer
<br />9.1 Internet Security.
<br />Company's products may include software that connects to
<br />the Internet. The software is designed to operate within
<br />Customer's secure network environment, and the software
<br />does not provide any mechanism for security or privacy.
<br />Specifically, the software relies fully on the Customer's
<br />security measures and implements no further security
<br />infrastructure. Company makes no representations or
<br />warranties to Customer regarding (i) the security or privacy of
<br />Customer's network environment; or (ii) any third -party
<br />technologies' or services' ability to meet Customer's security
<br />or privacy needs. These third -party technologies and services
<br />may include, but are not limited to, operating systems,
<br />database management systems, web servers, and payment
<br />processing services. Customer is solely responsible for
<br />ensuring a secure network environment.
<br />9.2 Remote Access Security.
<br />In order to enable code development, and Customer support
<br />and maintenance of the software (if purchased by Customer
<br />pursuant to a separate support and maintenance agreement),
<br />Company requires remote access capability. Remote access is
<br />normally provided by installing PC- Anywhere, ControllT, or
<br />other industry standard remote access software. It may also
<br />be provided through a Customer solution such as VPN access.
<br />Regardless of what method is used to provide remote access,
<br />or which party provides remote access software, it is
<br />Customer's responsibility to ensure that the remote access
<br />method meets Customer's security requirements. Company
<br />makes no representations or warranties to Customer
<br />regarding the remote access software's ability to meet
<br />Customer's security or privacy needs. Company also makes no
<br />recommendation for any specific package or approach with
<br />regard to security. Customer is solely responsible for ensuring
<br />a secure network environment.
<br />9.3 Outbound Services Disclaimer.
<br />Outbound services are intended to create additional methods
<br />of communication to Customer's employees who use the
<br />Software in support of existing processes. These services are
<br />not intended to replace all interaction with Customer's
<br />employees or become critical path. While the outbound
<br />services have been created with the best available tools and
<br />practices, they are dependent on infrastructure that is
<br />inherently not fail - proof, including but not limited to
<br />infrastructure such as software, computer hardware, network
<br />services, telephone services, and e-mail. Examples of
<br />situations that could cause failure include but are not limited
<br />to: down phone lines, all lines busy, equipment failure, email
<br />address changes, internet service disruptions. For this reason,
<br />while outbound services are valuable in providing enhanced
<br />communication, they are specifically not designed to be used
<br />as the sole method to deliver critical messages. Customer
<br />acknowledges that it is aware of the potential hazards
<br />associated with relying on an automated outbound service
<br />feature, when using the Software, and Customer
<br />acknowledges and agrees that it is giving up in advance any
<br />right to sue or make any claim against Company, and that
<br />Customer forever releases Company from any and all liability,
<br />if Customer, or Customer's employees, suffer injury or damage
<br />due to the failure of outbound services to operate, even
<br />though Customer does not know what or how extensive those
<br />injuries or damages might be.
<br />10. Term and Termination.
<br />10.1 Term.
<br />This Agreement shall commence on the date of last signature
<br />below and shall continue until terminated (the "Term "),
<br />10.2 Termination.
<br />(a) Either party may terminate this Agreement at any time that
<br />there is no uncompleted Project in effect upon fifteen (15) days'
<br />prior written notice to other party. Upon such termination by
<br />either party, all amounts owed to Company shall become
<br />immediately due and payable.
<br />(b) The parties agree that Customer's failure to pay any
<br />undisputed Fees is a material breach of this Agreement. In the
<br />event of Customer's failure to pay or other material breach of
<br />this Agreement, Company may immediately terminate this
<br />Agreement, the Software License Agreement, and any other
<br />agreements between the parties, for cause, provided that
<br />Customer has failed to cure the breach within sixty (60) days' of
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