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System Agreement
<br /> WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,ANY
<br /> WARRANTY OF NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM A COURSE OF
<br /> • DEALING,USAGE OR TRADE PRACTICE.VERIZON SHALL NOT BE LIABLE FOR UNAUTHORIZED
<br /> ACCESS TO VERIZON'S OR CUSTOMER'S TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR
<br /> FOR UNAUTHORIZED ACCESS TO OR ALTERATION,THEFT OR DESTRUCTION OF CUSTOMER'S
<br /> DATA FILES,PROGRAMS,PROCEDURES OR INFORMATION THROUGH ACCIDENT,FRAUDULENT
<br /> MEANS OR DEVICES,OR ANY OTHER METHOD. VERIZON MAKES NO WARRANTY FOR USE OF THE
<br /> SYSTEM AS A COMPONENT IN LIFE SUPPORT SYSTEMS OR DEVICES,PUBLIC SAFETY SYSTEMS,
<br /> OR WITH RESPECT TO THE PERFORMANCE OF ANY SOFTWARE OR FIRMWARE.
<br /> 12. Limitation of Liability. EXCEPT FOR PAYMENTS OWED UNDER THIS AGREEMENT,IN NO
<br /> EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL,INDIRECT,
<br /> INCIDENTAL,EXEMPLARY,OR CONSEQUENTIAL DAMAGES,WHETHER ARISING IN CONTRACT,
<br /> TORT(INCLUDING A PARTY'S NEGLIGENCE)OR OTHERWISE,INCLUDING WITHOUT LIMITATION
<br /> DAMAGES ARISING FROM DELAY,LOSS OF GOODWILL,LOSS OF OR DAMAGE TO DATA,LOST
<br /> PROFITS(ACTUAL OR ANTICIPATED),UNAVAILABILITY OF ALL OR PART OF THE SYSTEM,OR
<br /> OTHER COMMERCIAL OR ECONOMIC LOSS,EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
<br /> POSSIBILITY OF SUCH DAMAGES.
<br /> EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET OUT IN SECTION 13,
<br /> VERIZON'S ENTIRE LIABILITY FOR ANY OTHER DAMAGE WHICH MAY ARISE HEREUNDER,FOR
<br /> ANY CAUSE WHATSOEVER,AND REGARDLESS OF THE FORM OF ACTION,WHETHER IN
<br /> CONTRACT OR IN TORT,INCLUDING VERIZON'S NEGLIGENCE,OR OTHERWISE, SHALL BE
<br /> LIMITED TO THE PURCHASE PRICE OF THE SPECIFIC EQUIPMENT,SOFTWARE OR SERVICES
<br /> GIVING RISE TO THE CLAIM. VERIZON SHALL BEAR NO LIABILITY FOR USE OF EQUIPMENT,
<br /> SOFTWARE OR SERVICES PROVIDED UNDER THIS AGREEMENT IN CONNECTION WITH LIFE
<br /> SUPPORT SYSTEMS OR DEVICES OR PUBLIC SAFETY SYSTEMS. EXCEPT AS EXPRESSLY STATED
<br /> OTHERWISE HEREIN,VERIZON SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR
<br /> INTEROPERABILITY OR COMPATIBILITY OF THE SYSTEM WITH THIRD-PARTY PRODUCTS OR
<br /> SYSTEMS THAT CUSTOMER MAY UTILIZE IN CONJUNCTION WITH THE SYSTEM OR TO WHICH
<br /> CUSTOMER MAY CONNECT THE SYSTEM.
<br /> 13. Indemnification and Defense.
<br /> 13.1 Except as provided below,Verizon will defend Customer against any claim,suit,action or proceeding
<br /> alleging that equipment supplied by Verizon to Customer under this Agreement("Verizon supplied equipment")
<br /> infringes a valid U.S.patent or copyright("Claim"),and Verizon will indemnify and hold harmless Customer
<br /> against any and all finally awarded costs and expenses,including attorneys' fees, in connection with any such
<br /> Claim.
<br /> 13.2 If the use of any Verizon supplied equipment is enjoined or subject to a Claim as described above,Verizon
<br /> may,at its option and expense,either procure for Customer the right to continue to use the equipment,replace the
<br /> equipment,or relevant component,with substantially equivalent,non-infringing equipment,or relevant component,
<br /> or modify the equipment,or relevant component,so that it becomes non-infringing. In the event that none of the
<br /> foregoing options is commercially reasonable to Verizon,Verizon will remove the infringing Verizon supplied
<br /> equipment and refund to Customer the purchase price for the equipment less depreciation for its use. Depreciation
<br /> shall be calculated on a straight-line basis,assuming a useful life of five(5)years.
<br /> 13.3 Verizon shall have no obligation for(a)any costs,fees or expenses incurred by Customer without Verizon's
<br /> prior written consent;(b)any allegation,assertion,or claims of intellectual property infringement,including
<br /> contributory infringement or inducement to infringe,arising out of or related to any Claim: (i)automated call
<br /> processing,automated voice service,automated customer service or combined live operator/automated systems
<br /> processing used in processing or completing calls,(ii)automated bridging of more than two callers utilizing some
<br /> form of"listen only"(unilateral)communication combined with some form of interactive communication,(iii)
<br /> prepaid calling products or services,(iv)wireless telecommunications services or support therefor,or(v)"music on
<br /> hold,"service;or(c)any indirect,special,consequential or incidental damages arising out of any Claim.
<br /> Rev. 10.04.06 Page 7 of 11 zi ESC#
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