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<br /> LIMITATION OF ACTION;PREVAILING LAW;VENUE;JURY WAIVER.
<br /> Except for claims arising from Customer's non-payment or underpayment of amounts owed to PES, any and all claims arising
<br /> out of or related to these Terms shall be barred,unless instituted in a Court of competent jurisdiction within two(2)years from
<br /> the earlier of the date that the complaining party knew or should have known of the facts giving rise to such a claim, or the
<br /> applicable Florida statute of limitations, whichever is shorter. PES AND CUSTOMER IRREVOCABLY WAIVE TRIAL BY
<br /> JURY IN ANY ACTION,WHETHER AT LAW OR IN EQUITY,ARISING OUT OF OR RELATING TO THESE TERMS AND
<br /> CONDITIONS OR ANY GOODS OR SERVICES GOVERNED BY OR RELATING TO THESE TERMS AND CONDITIONS.
<br /> The rights and obligations of PES and the Customer related to the purchase and sale of products and services described herein
<br /> shall be governed by the laws of the State of Florida,United States of America.
<br /> Any dispute,controversy or claim relating to this Agreement(a"Dispute")will be resolved first through good faith negotiations
<br /> between the parties. If the parties are unable to resolve the Dispute, either party may submit the Dispute for resolution by
<br /> mediation pursuant to the commercial mediation rules of the American Arbitration Association("AAA"), as then in effect. The
<br /> mediation shall be conducted in Broward County, Florida. Mediation will continue for at least thirty (30) days unless the
<br /> mediator chooses to withdraw sooner. At the request of either party,the mediator will be asked to provide an evaluation of the
<br /> Dispute and the parties'relative positions. Each party shall bear its own costs of mediation effort.
<br /> If the Dispute cannot be resolved through mediation, either party may submit the Dispute to the office of the AAA in Broward
<br /> County,Florida for binding arbitration in accordance with the AAA's Commercial Arbitration Rules then in effect,as amended by
<br /> this Agreement. The law applicable to the arbitration, including the administration and enforcement thereof, is the Federal
<br /> Arbitration Act,9 U.S.C. §§ 1-16,as amended from time to time. The cost of the arbitration, including the fees and expenses of
<br /> the arbitrator(s),will be shared equally by the parties,with each party paying its own attorneys'fees. The arbitrator(s)will have
<br /> the authority to apportion liability between the parties, but will not have the authority to award any damages or remedies not
<br /> available under the express terms of this Agreement. The arbitration award will be presented to the parties in writing, and upon
<br /> the request of either party,will include findings of fact and conclusions of law. The award may be confirmed and enforced in any
<br /> court of competent jurisdiction. Any post-award proceedings will be governed by the Federal Arbitration Act. Nothing in this
<br /> section shall preclude either party from seeking interim equitable relief in the form of a TRO or preliminary injunction. A request
<br /> by a party of a court for interim equitable relief shall not be deemed a waiver of the obligation to arbitrate hereunder. THE
<br /> PARTIES EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO TRIAL BY JURY.
<br /> SEVERABILITY.
<br /> To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this
<br /> Agreement invalid or otherwise unenforceable in any respect. If a provision of this Agreement is held to be invalid or otherwise
<br /> unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable
<br /> law,and the remaining provisions of this Agreement will continue in full force and effect.
<br /> OWNERSHIP.
<br /> Customer agrees that the PES Offerings will not be reshipped or resold to any person or entity. The PES Offerings are only for
<br /> use by the Customer. Customer also agrees that its acquisition of the PES Offerings does not constitute its purchase or
<br /> acquisition of any of PES' patents, copyrights, trademarks, software, applications, documentation, tooling, drawings, design
<br /> information,computer programming or other intellectual property rights related to the PES Offerings or otherwise. Furthermore,
<br /> Customer agrees that any improvements or modifications to the PES Offerings that occur as a result of work performed under the
<br /> terms of this Agreement by PES to Customer shall belong to PES and are hereby transferred by Customer to PES including,
<br /> without limitation, all right, title, interest and ownership thereof. PES shall not be restricted in any manner in its use of any
<br /> intellectual property created by it hereunder for Customer. The aforesaid transfer also applies to any enhancement or
<br /> improvement recommended orally or in writing by Customer to PES.
<br /> LIMITED RIGHTS.
<br /> Customer's use of the PES Offerings is provided on a limited,non-exclusive, non-transferable basis during the Term. Except as
<br /> authorized by PES in writing, User will NOT: (i) access or use the PES Offerings to provide any products or services to third
<br /> parties; (ii) access or use the PES Offerings, except through the Terms hereof; (iii) resell, sublicense, lease, encumber, copy,
<br /> distribute,publish,exhibit,transmit,provide access to,or provide use of the PES Offerings,nor use or allow them to be used in
<br /> any public system, public electronic bulletin board, multiple computer or user arrangement or network that includes access by
<br /> any third party; (iv) derive specifications from, reverse engineer, reverse compile, disassemble, translate, record or create
<br /> derivative works based on the PES Offerings;or(v)use the PES Offerings or any part or aspect thereof,for any unlawful purpose
<br /> or to mislead or harass anyone. Use of or access to the PES Offerings in violation of the terms hereof is strictly prohibited.
<br /> Permission to access or use the PES Offerings may be limited or suspended immediately if, in PES'discretion,this Section has
<br /> been violated.User agrees that a violation of this Section will cause PES irreparable and immediate harm,and that PES is entitled
<br /> to injunctive relief to prevent such violation.
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