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13.1 If Company materially fails to perform its obligations
<br />under this Agreement, and such failure results in downtime
<br />of the relevant Product that exceeds 48 hours, Customer's
<br />sole remedy, and Company's entire liability, shall be a pro
<br />rata refund of the fees paid, as prorated to equal the
<br />amount of downtime ( "Downtime Credit "). In order to
<br />receive a Downtime Credit, Customer must notify Company
<br />in writing of its request for a Downtime Credit within seven
<br />(7) days from beginning of the downtime; provided,
<br />however, that Customer will not be entitled to any
<br />Downtime Credit unless Customer notified Company of the
<br />downtime within twenty -four (24) hours of beginning of the
<br />downtime. In no event shall any Downtime Credit or the
<br />total cumulative damages for a breach of this Agreement by
<br />Company be more than the amounts previously paid by
<br />Customer under this Agreement in the 12 month period
<br />immediately preceding the applicable downtime or breach.
<br />13.2 As used in this Agreement, Customer acknowledges
<br />and agrees that "downtime' includes time when the
<br />products are live and fully accepted by Customer, the
<br />applicable Product is not accessible, but downtime does not
<br />include regularly - scheduled maintenance or scheduled
<br />maintenance of which Customer is given at least three (3)
<br />days' advance notice. "Downtime" also does not include
<br />inaccessibility of the Products caused by third parties
<br />outside of Company's reasonable control, such as Internet
<br />Service Providers, electricity providers, and
<br />telecommunications service providers.
<br />14. Network Security Disclaimer:
<br />14.1 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 Customer's security
<br />measures and implements no further security
<br />infrastructure. Company makes no representations or
<br />warranties to Customer regarding (1) the security or privacy
<br />of Customer's network environment; or (ii) any third -party
<br />technologies' or services' ability to meet Customer's
<br />security or privacy needs. These third -party technologies
<br />and services may include, but are not limited to, operating
<br />systems, database management systems, web servers, and
<br />payment processing services. Customer is solely
<br />responsible for ensuring a secure network environment.
<br />14.2 Remote Access Security.
<br />In order to enable code development, and Customer
<br />support and maintenance of the Products, Company
<br />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
<br />also be provided through a Customer solution such as VPN
<br />access. Regardless of what method is used to provide
<br />remote access, or which party provides remote access
<br />software, it is Customer's responsibility to ensure that the
<br />remote access method meets Customer's security
<br />requirements. Company makes no representations or
<br />warranties to Customer regarding the remote access
<br />software's ability to meet Customer's security or privacy
<br />needs. Company also makes no recommendation for any
<br />specific package or approach with regard to security.
<br />Customer is solely responsible for ensuring a secure
<br />network environment.
<br />14.3 Outbound Services Disclaimer.
<br />Outbound services are intended to create additional
<br />methods of communication to Customer's employees who
<br />use the Products in support of existing processes. These
<br />services are not intended to replace all interaction with
<br />Customer's employees or become critical path. While the
<br />outbound services have been created with the best
<br />available tools and practices, they are dependent on
<br />infrastructure that is inherently not fail-proof, including but
<br />not limited to infrastructure such as software, computer
<br />hardware, network services, telephone services, and e-
<br />mail. Examples of situations that could cause failure include
<br />but are not limited to: down phone lines, all lines busy,
<br />equipment failure, email address changes, internet service
<br />disruptions. For this reason, while outbound services are
<br />valuable in providing enhanced communication, they are
<br />specifically not designed to be used as the sole method to
<br />deliver critical messages. Customer acknowledges that it is
<br />aware of the potential hazards associated with relying on
<br />an automated outbound service feature, when using the
<br />Products, and Customer acknowledges and agrees that it is
<br />giving up in advance any right to sue or make any claim
<br />against Company, and that Customer forever releases
<br />Company from any and all liability, if Customer, or
<br />Customer's employees, suffer injury or damage due to the
<br />failure of outbound services to operate, even though
<br />Customer does not know what or how extensive those
<br />injuries or damages might be.
<br />15. Government Contracts:
<br />15.1 In the event that Company shall perform Services
<br />under this Agreement in connection with any government
<br />contract or in which Customer may be the prime contractor
<br />or subcontractor for a government contract, Company
<br />agrees to abide by all laws, rules, and regulations relating to
<br />said government contract; provided that Customer
<br />provides a copy of the contract to Company prior to
<br />execution of this Agreement.
<br />15.2 Company advises that, to the extent allowed by law,
<br />the resultant contract terms and pricing may be extended
<br />to other State of California jurisdictions, public entities,
<br />political subdivisions and government cooperative
<br />purchasing group(s) whose processing requirements,
<br />applications, specifications and standards coincide with the
<br />processing requirements, applications, specifications and
<br />standards herewith. The extension of this contract to any
<br />entity is at the sole discretion of Company. A qualified
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