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LIMITATION OF LIABILITY. CERVION MAKES NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF DESIGN, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE. ALL PRODUCTS AND SERVICES ARE PROVIDED AS IS. CERVION SPECIFICALLY DOES NOT REPRESENT OR WARRANT THAT IT WILL BE ABLE TO (i) REPAIR OR REPLACE ANY EQUIPMENT WITHOUT RISK TO OR LOSS OF PROGRAMS OR DATA, AND (ii) MAINTAIN THE CONFIDENTIALITY OF ANY DATA. CERVION’S LIABILITY UNDER ANY THEORY OF LAW WHATSOEVER IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER TO CERVION IN THE PAST 12 MONTHS. IN NO EVENT SHALL CERVION HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF DATA, LOSS OF USE OF EQUIPMENT OR FACILITIES, INTERRUPTION OF BUSINESS OR THE DISCLOSURE OR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA OR ARISING IN ANY WAY FROM THIS PLAN UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT CERVION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
DISCLAIMER OF WARRANTIES. CERVION MAKES NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF DESIGN, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE.
Customer Default. Any Customer default, including any failure to pay monthly service fees or other amounts when due or declaration of bankruptcy, will not relieve Customer from its obligation to pay all payments due to CERVION as they come due or any other obligations. If Customer fails to pay any fees or other amounts due within fifteen (15) days after the same is due and payable or to perform any other obligation, Cervion may: (i) terminate any service or support agreements; (ii) take possession of any equipment owned by Cervion, and (iii) shut down or disable any Software or CERVION owned equipment for which a payment is due. Cervion may exercise these rights without demand or notice, wherever located, and without court order or other process of law. Customer grants Cervion any license, permission or other grant or right necessary to enter and be upon the premises where Cervion Equipment is located, in order to effect its possession under this section. Customer waives any and all damages occasioned by such taking of possession. These remedies are cumulative, and may be exercised concurrently or separately.
Force Majeure. Cervion will not be liable for breach or default under this agreement due to delays in performance resulting from any cause beyond its reasonable control including, but not limited to, natural or man-made disasters, significant weather events, shortages of labor or materials, or transportation delays.
Governing Laws and Venue. This agreement will be governed by the laws of the State of New York, USA without regard to its choice of law rules. This Agreement shall be construed under the laws of the State of New York, without regard to its conflicts or choice of law principles. Rockland County, New York shall serve as the exclusive place of venue and jurisdiction for any action, which may ever arise as a result of any controversy between the parties hereto. Cervion shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for all expenses it may incur in connection with any such action, including costs and reasonable attorneys’ fees, unless Cervion shall not prevail in such action. The provisions of the U.N. Convention for the International Sale of Goods will not apply. Any provisions found to be unenforceable will not affect the enforceability of any other provisions.
Payment Processing Security. Customer is solely responsible for ensuring that any payment processing systems comply with any and all security rules & regulations. Cervion assumes no responsibility for any Data Compromise or other security related issues for any reason. Customers may obtain additional information on security compliance from www.pcisecuritystandards.org.
Terms of Payment & Returns. Unless otherwise set forth in writing, all payments due to Cervion are due in Advance. All sales are considered final upon delivery. Due to the nature of the products and services, Cervion does not allow any returns or refunds. Deposits are non-refundable and shall be retained as liquidated damages in the case of cancellation or default by Customer. All past due payments shall be subject to a finance charge of 1 ½ % per month to the extent permitted by law. Customer shall also be responsible for all costs and expenses, including reasonable attorney’s fees incurred by Seller in collecting past due payments.