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6.2 Payments. All payment terms are specified in the original TAX, LEGAL OR OTHER COMPETENT ADVISERS AND FROM A COMPLETE REVIEW
<br /> Sales Order and any subsequent Sales Orders executed by both parties. AND TESTING BY LICENSEE PRIOR TO IMPLEMENTING THE LICENSED
<br /> All payments must be made in U.S. dollars. Any amounts not paid within SOFTWARE OR RESULTS OF TECHNICAL SUPPORT SERVICES INTO A
<br /> thirty (30) days of the invoice date will accrue interest at the lesser of one PRODUCTION ENVIRONMENT.
<br /> and one -half percent (11/2%) per month or the maximum rate permitted
<br /> by applicable law, from the due date until paid. Licensee shall reimburse LICENSEE AGREES THAT IT HAS FULL RESPONSIBILITY FOR THE SECURITY OF
<br /> CUSI for all its costs and expenses, including reasonable fees of its legal ITS SYSTEMS AND DATA.
<br /> counsel, reasonably incurred by CUSI in collecting any amounts past
<br /> due from Licensee that are not subject to good faith dispute. 8. INDEMNITIES
<br /> 6.3 Taxes. Fees exclude, and Licensee will make all payments of 8.1 INFRINGEMENT CLAIMS. CUSI will defend at its own expense any
<br /> the Fees to CUSI free and clear of, all applicable sales, use, and other action against Licensee brought by a third party to the extent that the
<br /> taxes and all applicable export and import fees, customs duties and action is based upon a claim that the Licensed Software infringes any
<br /> similar charges. When applicable, CUSI may include any taxes that it is patents or any copyrights or misappropriates any trade secrets of a third
<br /> required to collect as a separate line item on an invoice. party, and CUSI will pay those costs and damages finally awarded
<br /> 6.4 Audit Rights. On CUSI's request, no more frequently than against Licensee in any such action that are specifically attributable to
<br /> annually, Licensee shall furnish to CUSI an executed certification: (a) such claim or those costs and damages agreed to in a monetary
<br /> verifying that the Licensed Software is being used pursuant to the terms settlement of such action. The foregoing obligations are conditioned on
<br /> of this Agreement; (b) verifying the number of current Service Locations Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving
<br /> and Client Access Licenses; and (c) listing the Site(s) where the CUSI sole control of the defense thereof and any related settlement
<br /> Licensed Software is being used Licensee agrees to grant CUSI negotiations; and (3) cooperating and, at CUSI's request and expense,
<br /> reasonable access to Licensee's Site(s), upon two (2) weeks prior written assisting in such defense. If the Licensed Software becomes, or in
<br /> notice during normal business hours to audit the use of the Licensed CUSI's opinion is likely to become, the subject of an infringement claim,
<br /> Software. CUSI may, at its option and expense, either: (a) procure for Licensee
<br /> the right to continue using the Licensed Software; (b) replace or modify
<br /> 7. WARRANTIES the Licensed Software so that it becomes non infringing; or (c) accept
<br /> 7.1 Performance. For a period of ninety (90) days after the date return of the Licensed Software, terminate this Agreement, in whole or in
<br /> of delivery of the Licensed Software (the "Software Warranty Period part, as appropriate, upon written notice to Licensee and refund to
<br /> CUSI warrants that the Licensed Software, when used as permitted by Licensee the Fees paid for such Licensed Software upon such
<br /> CUSI and in accordance with the Documentation, will operate termination, computed according to a thirty -six (36) month straight -line
<br /> substantially amortization schedule beginning on the Effective Date. Notwithstanding
<br /> ubstantially as described in the Documentation. CUSI does not warrant
<br /> that the functions provided by the Licensed Software will meet all of the the foregoing, CUSI will have no obligation under this Section 8.1 or
<br /> business requirements of the Licensee or that the Licensee's use of the otherwise with respect to any infringement claim based upon: (i) any use
<br /> Licensed Software will be error -free or uninterrupted. CUSI will, at its of the Licensed Software not in accordance with this Agreement; (U) any
<br /> own expense and as its sole obligation and Licensee's exclusive remedy use of the Licensed Software in combination with products, equipment,
<br /> for any breach of this warranty, use commercially reasonable efforts to software, Sr data not supplied than the most (iii) r any use se of made elava to
<br /> release of the
<br /> Licensed Software other than the most current release made available t
<br /> correct any reproducible error in the Licensed Software reported to CUSI Licensee; or (iv) any modification of the Licensed Software by any
<br /> by Licensee in writing during the Software Warranty Period. Any such person other than CUSI or its authorized agents or subcontractors. THIS
<br /> error correction provided to Licensee will not extend the original Software SECTION 8.1 STATES CUSPS ENTIRE LIABILITY AND LICENSEE'S EXCLUSIVE
<br /> Warranty Period. The limited warranty granted under this Section does REMEDY FOR ANY CLAIMS OF INFRINGEMENT.
<br /> not extend to: (a) changes in the characteristics of the operating system
<br /> or hardware on which the Licensed Software operates; (b) problems 8.2 THIRD PARTY CLAIMS. Licensee will defend at its own expense
<br /> caused by the mishandling of or alterations to the Licensed Software by any action against CUSI brought by a third party except to the extent that
<br /> Licensee or any third party; (c) problems caused by any data input into the action is covered under Section 8.1 and Licensee will pay those
<br /> the Licensed Software; or (c) problems caused by third party equipment costs and damages finally awarded against CUSI in any such action that
<br /> or software. are specifically attributable to such claim or those costs and damages
<br /> 7.2 Disclaimers. THE EXPRESS WARRANTIES IN THIS SECTION 7 ARE agreed to in a monetary settlement of such action. The foregoing
<br /> IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, obligations are conditioned on CUSI: (1) notifying Licensee promptly in
<br /> REGARDING THE LICENSED SOFTWARE AND TECHNICAL SUPPORT SERVICES, writing of such action; (2) giving Licensee sole control of the defense
<br /> AND CUSI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY thereof and any related settlement negotiations; and (3) cooperating and,
<br /> WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, at Licensee's request and expense, assisting in such defense.
<br /> SECURITY, TITLE AND NON INFRINGEMENT OF THIRD PARTY RIGHTS.
<br /> LICENSEE ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER 9. LIMITATION OF LIABILITY. CUS I'S TOTAL CUMULATIVE LIABILITY IN
<br /> THAN THE EXPRESS WARRANTIES PROVIDED HEREIN AND THAT NO CONNECTION WITH ANY LICENSED SOFTWARE OR TECHNICAL SUPPORT
<br /> WARRANTIES ARE MADE HEREIN BY ANY OF CUSI'S LICENSORS. SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT,
<br /> LICENSEE ACKNOWLEDGES THAT THE LICENSED SOFTWARE AND TECHNICAL TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO CUSI
<br /> SUPPORT SERVICES ARE PROVIDED TO ASSIST LICENSEE IN THE USE OF THE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD
<br /> LICENSED SOFTWARE AND NOT AS A REPLACEMENT OF LICENSEE'S PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL
<br /> EXPERTISE AND KNOWLEDGE OF ITS BUSINESS. THE APPLICATION AND CUSI BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY
<br /> IMPACT OF LAWS CAN VARY WIDELY BASED ON THE SPECIFIC FACTS CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL
<br /> INVOLVED. GIVEN THE CHANGING NATURE OF LAWS, RULES AND DAMAGES, INCLUDING WITHOUT LIMITATION ANY NEGLIGENCE, GROSS
<br /> REGULATIONS, THE LICENSED SOFTWARE AND TECHNICAL SUPPORT ARE NOT NEGLIGENCE, STRICT LIABILITY, TORT, LOST, DAMAGED OR CORRUPTED DATA,
<br /> WARRANTED TO BE IN COMPLIANCE WITH THESE LEGAL CHANGES AT ALL LOST PROFITS, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR
<br /> TIMES. LICENSEE IS SOLELY RESPONSIBLE FOR ANY DATA INPUT INTO THE REPUTATION, BUSINESS INTERRUPTION, WASTED MANAGEMENT TIME, DATA
<br /> LICENSED SOFTWARE AND THE ACCURACY OF ANY CONFIGURATION OF THE CONVERSION OR FOR DAMAGE TO LICENSEE'S COMPUTERS OR
<br /> LICENSED SOFTWARE, INCLUDING SITUATIONS WHERE CUSI HAS WORKED COMMUNICATIONS NETWORK, AND COSTS OF PROCUREMENT OF SUBSTITUTE
<br /> WITH LICENSEE THROUGH TECHNICAL SUPPORT SERVICES TO CONFIGURE GOODS OR SERVICES, ARISING FROM OR RELATING TO THE LICENSED
<br /> THE LICENSED SOFTWARE. THE LICENSED SOFTWARE AND /OR TECHNICAL SOFTWARE, TECHNICAL SUPPORT SERVICES OR THIS AGREEMENT,
<br /> SUPPORT SERVICES ARE PROVIDED WITH THE UNDERSTANDING THAT CUSI IS HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT
<br /> NOT RENDERING LEGAL, ACCOUNTING, TAX OR OTHER PROFESSIONAL ADVICE NOT LIMITED TO NEGLIGENCE, TORT, INTENTIONAL MISCONDUCT, STRICT
<br /> OR OTHER PROFESSIONAL ADVICE OR SERVICES FROM CUSI. AS SUCH, SUCH LIABILITY, CONTRACT OR OTHERWISE, EVEN IF SUCH DAMAGES WERE
<br /> CONSULTATION, TECHNICAL SUPPORT SERVICES AND INFORMATION FORESEEABLE OR CUSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br /> OBTAINED THROUGH USE OF THE LICENSED SOFTWARE SHOULD NOT BE USED DAMAGES.
<br /> AS A SUBSTITUTE FOR CONSULTATION WITH PROFESSIONAL ACCOUNTING,
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