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Customer Data to fulfill its obligations under this Agreement or as required by applicable law or by proper legal or
<br /> governmental authority. PES shall give Customer prompt notice of any such legal or governmental demand and
<br /> reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required
<br /> disclosure,at Customer's expense.
<br /> (ii) Anonymized Data. Notwithstanding any provision herein, PES may use, reproduce, license, or otherwise exploit
<br /> Anonymized Data; provided that Anonymized Data does not contain and is not PHI. ("Anonymized Data" refers to
<br /> Customer Data with the following removed: personally identifiable information and the names and addresses of
<br /> Customer and any of its Users and/or Customer's clients.)
<br /> (iii) Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure
<br /> and that, in accessing and using the SaaS and hosted or cloud-based PES Offerings, Customer assumes such risks.
<br /> Customer has sole responsibility for obtaining,maintaining and securing its connections to the Internet.PES makes no
<br /> representations to Customer regarding the reliability,performance or security of any network or provider.
<br /> INTERNET USAGE.
<br /> Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure and that, in accessing and
<br /> using the SaaS and cloud-based PES Offerings, Customer assumes such risks. PES CANNOT CONTROL THE FLOW OF
<br /> DATA TO OR FROM ITS NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS,IN LARGE
<br /> PART, ON THE PERFORMANCE OF INTERNET SERVICE PROVIDERS OR THIRD PARTIES.AT TIMES,ACTIONS OR
<br /> INACTIONS OF SUCH THIRD PARTIES MAY IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE
<br /> INTERNET (OR PORTIONS THEREOF). FOR THIS REASON, PES URGES THAT CUSTOMER AND ITS MEDICAL
<br /> PERSONNEL MAINTAIN HARD COPIES OF THE PES MATERIALS, OR MAINTAIN OTHER BACKUP OPTIONS AT
<br /> ALL TIMES IN CASE ACCESS TO ELECTRONIC VERSIONS OF THE PES MATERIALS IS INTERRUPTED OR
<br /> BECOMES UNAVAILABLE. ACCORDINGLY, PES DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR
<br /> RELATED TO SUCH EVENTS. EXCEPT FOR THE WARRANTIES SPECIFICALLY AND EXPRESSLY MADE HEREIN,
<br /> PES MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED INCLUDING,WITHOUT LIMITATION,WARRANTIES
<br /> OF MERCHANTABILITY OR WARRANTIES OF FITNESS,AND ALL SUCH WARRANTIES ARE DISCLAIMED.
<br /> DELIVERY.
<br /> (i) In the case of SaaS or other cloud-based PES Offerings,PES shall provide such offerings through a reasonable system
<br /> of electronic downloads. PES shall grant Customer with access to such offers promptly following completion of the
<br /> Customization process.
<br /> (ii) In the case of all physical PES Offerings, delivery dates are not guaranteed. In the absence of shipping instructions
<br /> from Customer,PES will obtain shipping rates on the Customer's behalf and for Customer's account. Delivery shall be
<br /> FOB PES,point of shipment,and title and risk of loss shall pass to the Customer once the PES Offerings are delivered
<br /> to Customer's point of shipment.PES will not be liable for any loss or damage of any kind due to delays in delivery or
<br /> non-delivery resulting from any cause including,but not limited to,acts of God,labor disputes,governmental authority
<br /> or edict, war, civil unrest, terrorist acts, delays in manufacture, failure of Customer to obtain any required license or
<br /> permit,or the inability of PES to obtain goods from its usual sources.Any such delay shall not be considered a breach
<br /> of any obligation by PES or User,and the delivery dates shall be extended for the length of such delay.
<br /> TERMINATION FOR CAUSE.
<br /> Either party may terminate this Agreement for cause during the Term upon written notice to the other for the following reasons:
<br /> (i) If either party breaches a material provision of this Agreement and such breach is not cured within 30 days after written
<br /> notice is provided to the breaching party; provided, however, that Customers' access to the PES Offerings may be
<br /> suspended during the 30-day cure period if the breach would cause potential damage to the PES Offerings or other
<br /> Customers'continued safe use thereof;
<br /> (ii) In the event of a filing of a petition in bankruptcy by Customer,whether voluntary or involuntary,or an assignment for
<br /> the benefit of creditors;
<br /> (iii) By Customer upon 30 days written notice to PES,without any refund;or
<br /> (iv) By PES upon 30 days'written notice to Customer.
<br /> EFFECT OF TERMINATION.
<br /> Upon any termination of this Agreement,Customer's access to the PES Offerings will cease.
<br /> CANCELLATION/CHANGE.
<br /> Customer's purchase orders may not be cancelled, changed, suspended or deferred,without the express,written consent of PES.
<br /> Customer agrees to pay for any costs associated with cancellation of Customer's purchase orders including, without limitation,
<br /> sums incurred by PES'efforts to mitigate damages.
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