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Quote Number: 01792806
<br />conditions are defined within the product documentation. The Limited Warranty is subject to the specific terms and conditions set forth in the
<br />warranty documentation, which is hereby made part of and incorporated into the quotation.
<br />10) Silicon Product Use Restrictions: TouchChip Silicon Fingerprint Sensor Products, including but not limited to touch and swipe
<br />products, related software, developer kits and tools ("TouchChip Product Line") are subject to field of use restrictions ("Field of Use
<br />Restrictions") attached hereto as Supplemental Terms and Conditions of Sale for Silicon Products ("Supplemental T&Cs) and incorporated by
<br />reference herein. When applicable products are purchased, Purchaser shall adhere to the Field of Use Restrictions set forth in the Supplemental
<br />T&Cs and shall require any of its distributors, resellers, developers or sales representatives to comply with such Field of Use Restrictions. Any
<br />material or repetitive breach of the restrictions contained in the Supplemental T&Cs by Purchaser or Purchaser's direct or indirect distributors,
<br />resellers or sales representatives shall constitute a material breach.
<br />11) Sofhvare License. The term "Software" refers to the Software installed on the equipment or hardware product, any custom software
<br />or interfaces developed by Crossmatch for Purchaser and if applicable, Crossmatch's Software Development Kit (SDK) software. Purchaser will
<br />be required to accept Crossmatch's standard license agreement prior to using any Software. The terns and conditions which govern the right and
<br />usage of the software are set forth in the license documentation, which is hereby made part of and incorporated into the quotation.
<br />12) Equipment Upgrade: Equipment upgrades are not covered under the limited warranty and are subject to independent pricing and
<br />terns and conditions, as deemed applicable by the nature of the upgrade activity.
<br />13) Equipment Maintenance Plan: Purchaser may purchase a Crossmatch Advantage Maintenance Plan for the hardware products. The
<br />Maintenance Plan is contracted for annually at the then prevailing price and can be renewed for a period of years mutually agreed to by the
<br />Parties, The Maintenance Plan is subject to the specific terms and conditions set forth in the Maintenance Plan documentation, which is hereby
<br />made part of and incorporated into the quotation.
<br />14) Software Maintenance Plan: Purchaser must buy the Crossmatch Advantage Software Maintenance plan for all applicable
<br />Crossmatch software products. Crossmatch will provide maintenance services for the current and future Major Release of the Software for a
<br />period of twelve (12) months for each tern of the Software Maintenance plan. As used herein, a "Major Release" is any version of the Software
<br />that in Crossmatch's sole determination provides substantial new features, additional functionality, or makes use of different architecture.
<br />Crossmatch will receive Company reported defects or issues 24 hours a day, 7 days a week and acknowledge any such reported defect or issue
<br />within two (2) hours and use best efforts to address and remedy such defect or issue. At no additional cost to Company, Crossmatch will deliver
<br />to Company, as made commercially available by Crossmatch, bug fixes, Maintenance updates, state -mandated updates and Major Releases for
<br />the Software ("Updates")
<br />15) Invoicing and Payment. Crossmatch will invoice Purchaser for all Products, (including services), and Maintenance Plans. All
<br />Maintenance Plans are invoiced annually in advance are non-refundable. All Crossmatch invoices for Products must be paid in full by Purchaser
<br />prior to shipment. Any other payment arrangement must be pre -approved by Crossmatch in writing. All sales are final; no refund, credits or
<br />exchanges will be accepted by Crossmatch. A late charge of the lesser of 1.5% per month or the maximum amount permitted by law, will be
<br />added to past due accounts. All reasonable costs and expenses, including but not limited to attorneys' fees, court costs and service charges
<br />incurred by Crossmatch in collecting payment will be an expense of and charged to Purchaser.
<br />Purchaser may be required to complete a credit application. Crossmatch reserves the right to extend credit to the Purchaser based upon
<br />credit determination. Specific financing arrangements will be considered on a case by case basis and the terns and conditions for such will be
<br />defined by Crossmatch and binding upon the Purchaser.
<br />Crossmatch shall have the right to suspend performance, including the non -shipment of product, under a specific Purchase Order
<br />and/or any other Purchase Order(s) where Purchaser has failed to maintain its account within agreed to credit terns. Crossmatch shall resume
<br />performance under said Order(s) upon verified receipt of the required funds, as determined by Crossmatch. Purchaser hereby agrees to waive all
<br />rights to seek damages and/or other remedies against Crossmatch if Crossmatch's actions taken under this provision have an adverse impact upon
<br />Purchaser and/or its ability to perform and/or meet business obligations. In addition, Crossmatch shall have the right to cancel or hold any and/or
<br />all orders placed by Purchaser and any and/or all shipments of the Product, regardless of any prior confirmation or acceptance by Crossmatch, if:
<br />(a) Purchaser is or becomes insolvent, (b) Purchaser makes an assignment for the benefit of creditors, or a receiver or trustee is appointed to take
<br />charge of any of Purchaser's assets; or (c) Purchaser is the subject of a bankruptcy or reorganization proceeding, whether voluntary or
<br />involuntary.
<br />16) Indemnification. By Purchaser. Purchaser shall indemnify, defend and hold Crossmatch and its respective directors, officers,
<br />employees and agents harmless against any and all losses, claims, darnages or expenses (including reasonable attorneys' fees) arising out of or
<br />related to: (i) any personal injury to or death of any person or persons, any loss or damage of any property or any interruption of services which
<br />are caused or claimed to have been caused directly or indirectly from Purchaser's (including its employees or independent contractors) negligent
<br />operation and/or related use or misuse of the Product; (ii) use of any equipment not provided or approved for use with the Product by Crossmatch.
<br />By Crossmatch. Crossmatch hereby agrees to indemnify, defend and hold Purchaser harmless from and against any and all claims,
<br />demands, actions, costs, liabilities and losses resulting from the Software or other Product infringing a United States patent, copyright or
<br />trademark or misappropriating the trade secret of a third party provided that: (i) Purchaser promptly notifies Crossmatch in writing of the claim;
<br />(ii) Crossrnatch has control of the defense and all related settlement negotiations, provided however that Purchaser must approve in writing any
<br />settlements before they are executed (provided, however, that Purchase shall not unreasonably withhold its approval thereof); and (iii) Purchaser
<br />fully cooperates with Crossmatch, at Crossmatch's cost, in the defense or settlement of such actions, Crossmatch's obligation under this Article is
<br />conditioned on Purchaser's agreement that if the Software, or the use or operation thereof, becomes, or in Crossmatch's opinion is likely to
<br />become, the subject of such a claim, Purchaser will permit Crossmatch at Crossmatch's option and expense, either to procure the right for
<br />Crossmatch 3950 RCA Blvd Suite 5001, Palm Beach Gardens, FL 33410
<br />http:Hwww.crossmatch.com
<br />November 2017
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