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1/4/2017 Legal Notices-MRV Communications—Empowering the Optical Edge
<br /> navigation or communication systems, air traffic control, direct life support machines,weapons
<br /> systems, or disposal of hazardous waste, in which the failure of such software programs could lead,
<br /> directly or indirectly, to death, personal injury, or severe physical or environmental damage ("High
<br /> Risk Activities"). Purchaser agrees not to in any manner represent, directly or indirectly, that any
<br /> MRV Product or third-party Product is in any way suitable for such High Risk Activities. MRV
<br /> COMMUNCIATIONS HAS NOT MADE ANY EXPRESS WARRANTIES,AND SPECIFICALLY DISCLAIMS
<br /> ALL WARRANTIES WHICH COULD BE IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
<br /> FITNESS FOR ANY PARTICULAR PURPOSE SUCH AS HIGH RISK ACTIVITIES,AS SET FORTH IN
<br /> SECTION C(3).Along with Purchaser's indemnification of MRV as set forth in Section C(5), Purchaser
<br /> shall, and agrees to, indemnify and hereby hold MRV harmless from and against any and all claims
<br /> for losses, costs, damages, expenses, or liabilities which may arise out of, or be connected with,
<br /> Purchaser's failure to comply with this obligation.
<br /> 7, Limitation of Liability. IN NO EVENT WILL MRV BE LIABLE TO PURCHASER FOR ANY SPECIAL,
<br /> INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT
<br /> LIMITED TO ANY LOST PROFITS AND LOST SAVINGS, HOWEVER CAUSED, WHETHER FOR BREACH
<br /> OF CONTRACT,TORT, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT MRV WAS ADVISED OF
<br /> THE POSSIBILITY OF SUCH LOSS OR DAMAGES. MRV'S TOTAL LIABILITY TO PURCHASER ARISING
<br /> FROM OR IN RELATION TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY
<br /> PURCHASER TO MRV UNDER TI-IE PURCHASE ORDER FOR THE AFFECTED PRODUCT OR SERVICE.
<br /> IN NO EVENT WILL MRV BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
<br /> SERVICES.
<br /> B. Export and Sanction Restrictions. Purchaser shall obtain all licenses, permits and approvals
<br /> required by any government and shall comply with all applicable laws, rules, policies and procedures
<br /> of the applicable government and other competent authorities.The U.S. Government prohibits
<br /> Purchaser from entering into any financial transactions, including sales or other relationships, with
<br /> prohibited destinations/nationals and other prohibited parties (including, but not limited to, any
<br /> Specially Designated National ("SDN"), Blocked Person, Specially Designated Global Terrorist
<br /> ("SDGT") or Denied Person) as updated from time to time. Purchaser is responsible for knowing,
<br /> remaining current with and complying with these and all other applicable laws, rules, policies and
<br /> procedures and will indemnify and hold MRV harmless for any violation or alleged violation by
<br /> Purchaser of such laws, rules, policies or procedures. Purchaser shall not transmit, export or re-
<br /> export, directly or indirectly, separately or as part of any system, the Products or any technical data
<br /> (including processes and services) received from MRV,without first obtaining any and all licenses
<br /> required by the applicable government, including without limitation, the U.S. Government and/or any
<br /> other applicable competent authority. Purchaser also certifies that none of the Products or technical
<br /> data supplied by MRV under this Agreement will be sold or otherwise transferred to, or made
<br /> available for use by or for, any entity that is engaged in the design, development, production, or use
<br /> of nuclear, biological or chemical weapons or missile technology. If Purchaser resells or otherwise
<br /> disposes of any Products or technical data purchased hereunder, it will comply with any export
<br /> restrictions applicable to such transfer. MRV shall have no liability for delayed delivery or non-
<br /> delivery resulting from denial, revocation, suspension or governmental delay in issuance, of any
<br /> necessary export license or authority.
<br /> 9. Term and Termination.The term of this Agreement shall continue unless terminated in
<br /> accordance with this Section. Either party may terminate the Services in accordance with Section
<br /> B(1). MRV may terminate this Agreement, including performance of the Services, at any time upon (i)
<br /> Purchaser bankruptcy, insolvency or receivership; or(ii) any material default by Purchaser of this
<br /> Agreement not cured within 30 days after Purchaser receives written notice thereof. Except for the
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