Agmt11 Digital Payment Technologies-DPT

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Enterprise Management System Customer Agreement Page 6 (a) If DPT fails to address and resolve application specific issues within 30 days after receipt of notice from the Customer; (b) If DPT becomes insolvent, enters into an assignment for the benefit of its creditors or commences bankruptcy proceedings, whether voluntary or involuntary; (c) Upon 30 days written notice of cancellation to DPT. (3) "Minimum Term" is defined to be one full calendar month from the Effective Date of this Agreement. (4) If this Agreement is terminated by DPT prior to the expiration of the Minimum Term for the reasons described in Section 9(1)(a) through (1)(c) above or the Customer for reasons other than as described in Section 9(2)(a) through (2)(b) above, the Customer agrees to be responsible for and pay DPT the fees pursuant to Section 3 hereof for the duration of the Minimum Term. (5) In the event of any termination of this Agreement, DPT shall be entitled to payment and the Customer shall be obligated to pay for any and all Services rendered by DPT under this Agreement prior to the date of such termination. Additionally, notwithstanding any termination of this Agreement, the provisions set forth in Sections 6, 7, 8, 10 and 18 of this Agreement shall survive such termination and remain in full force and effect. (6) Upon termination of this Agreement, the Customer may request DPT to return all of the Customer's data in a CSV file format for $500. 10. LIMITATION OF LIABILITY (1) In no event shall either party be liable to the other for any loss or injuries to earnings, profits or goodwill, or for any consequential, exemplary, special, incidental or punitive damages of any person or entity (including damages for loss of business profits, business interruption, loss of business information, and the like) whether arising in contract, tort or otherwise, even if either party has been advised of the possibility of such damages. DPT shall not be liable for any claim arising from the use of software or data which has been modified by anyone other than DPT, its agents, assigns or subcontractors, or for any claim arising from the use of any software developed or modified by customer, its agents, assigns or subcontractors, or which has been provided to or acquired by customer under any license or otherwise from any third party. (2) DPT shall not be responsible for, expressly or impliedly, any contractual obligation or liability of any kind whatsoever of the Customer or the Customer's employees or agents. The Customer hereby agrees to indemnify and hold DPT harmless from any and all claims, losses, lawsuits, liabilities, expenses, costs, damages and fees (including attorney's fees) arising from the Customer or the Customer's employees' and /or agents' activities with respect to breaches of the warranties hereunder, or any errors and omissions in using the Services provided hereunder in connection with the Customer's provision of services to any third party.