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<br />CROSSMATCH'" -Quote Number: 01792806
<br />conditions are defined within the product documentation. The Limited Wmrnnty is subject to the specific tenns and conditions set fmth in the
<br />watTanty documentation, which is hereby made pmt 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 />Restr ic tions") unnchetl hereto as Su1iplcmcnt11l Terms ond Ctln dit ions of Sale for Silicon l'rotlucts (''S4111>lemcnt11I T.f,Cs) and incorporated by
<br />,·cRiLlll\CQ harcin. When 111,pll~nblli prod l,Wls nn: p1m:hnsi:d, l'urQhn~cr shall adh ere to the Fio l1t of Use Resl rictiollll set forth in the Supplemental
<br />T&Cs n11d shn ll requi re u1iy of il8 clisln'b uto iv, l\lllullet~, ilev,elol!t:IS or sales representatives to comply with such Field of Use Rest1ictions. 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) Software License. The term "Software" refers to the Software installed on the equipment or hardware product, any custom software
<br />or interfaces developed by Crossmatcb for Purchaser and if applicable, Crossmatch's Software Development Kit (SDK) software. Purchaser will
<br />bu ""<Juired to ·nccept Crossmntcl1 's sta ndllro llccnie og1tcmc11t prior to using any Son,wrc. 1J1e tcm111 ond condirions which govern the right and
<br />umigu of the software are set fo1'1h . in U1c lictnse docum.cntnt _iqo , which is hereby madu 11,111 oC ~nll (ncorpomtcd i1110 the quotation.
<br />12) Equipment Upgrnde: Eq11ipment upgrades are not covered under the limited warranty and are subject to independent pdcing and
<br />tenns and conditions, as deemed applicable by the nature of the upgrade activity.
<br />13) Equipment Maintenance Plan: Purchaser may purchase n Crossmatch Advantage Maintenonce Plan for U1e 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 tenns and conditions set forth in the Maintenance Plan docume11tation, which is hereby
<br />made part of and incorporated into the quotation.
<br />14) Softwiirc Maintenance Pinn: Purchaser must buy the Crossmatch Advantage Software Maintenance plan for nll applicable
<br />Cross match software products . Crossmatch will provide maintenance services for the cun-ent and future Major Release of the Software for a
<br />period of twelve ( 12) months for each tenn of the Software Maintenance plan . As used herein, a "Major Release" is any version of the Software
<br />that in Crossmatch's sole detennination provides substantial new features, additional functionality, or makes use of different architecture.
<br />Crossmatch will receive Company reported detects or issues 24 hours a day, 7 days a week and acknowledge any such repo1ted 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, Cross match 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 nnd Payment. Crossmatch will invoice Purchaser for all Products, (including services), and Mnintenance 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. AJJ.y other payment ammgement must be pre-approved by Crossmatch in writing. All sales are final; no refund, credits or
<br />·cxch1111(t!lll will b.e m;ci?pk:d by C1'0.JS1niit0b. A lnte cht11&Q of the lllSSCf <>( 1.5% per month or the maximum mnou11tpcnnitted by law, will be
<br />Rd<letl to 1i;~I due 111,"t;u1111\s. All t~Hsom1blc costs nod expenses, inclmlfng but not limited to attorn eys ' fees, co\lr\ cbslil nnrl service chufjles
<br />[ncU!Tdl. by Crmsmntch in collecting pllymcnt will bo Pll t:xpcnse ol'tmd charged to Purchaser.
<br />Puroluls~r may Ix, n:<1uiretl to co111plete II credit DPt>.llCatiu11 . C l'O$smatch reservi:s the right to extend credit to the Purchaser based upon
<br />credit determim1tion, Spec ific nnuucing ammgemcnrs will be .cous idc r,e,lon a case by case basis and the (CllDS 11Dd conditlous for such will be
<br />defined by Crossmatch and binding upon the Purchaser.
<br />Crossmatch shall have the right to suspend pe1fonnance, 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 tenns. Crossmatch shall resume
<br />performance under said Order(s) upon verified receipt of the required funds, as detennined by Crossmatch. Purchaser hereby agrees to waive all
<br />rights to seek damages and/or other remedies against Crossmatch ifCrossmatcn's actions taken under this provision have an adverne impact upon
<br />Purchaser and/or its ability to perfonn and/or meet business obligations. In addition, Crossmatch shall have the Light 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 confinnation or acceptance by Crossmatch, if:
<br />(a) Purchaser is or becomes insolvent, (b) Purchaser makes an assignment for the benefit ofcreditors, 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 bankrnptcy or reorganization proceeding, whether voluntary or
<br />involuntary.
<br />16) Indemnification. Bt-11m'Ch;t§l/l'., Purchaser shall indemnify, defend and hold Crossmatch and its respective directors, officers,
<br />employees and agents harmless against any and all losses, claims, damages 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 inte1ruption 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 />Bv Cmssmnlch. Crossmatch hereby agrees to indemnify, defend and hold Purchaser hannless 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 misopproptiating the trade secret of n third patty provided that: (i) Pul'Chaser promptly notifies Crossmatch in writing of the claim;
<br />(iJ) Crosmnn tch hns ~ntrol of 11," clef01\s~ and a,11 rclpted l;l:tl _h!lllCl,t 11cgoti11tions, provided howe ver that Putchnser .mus t npprove in writuig IHI)'
<br />s~1/emc111s beforo they me executed (provided, howevOf, thnl Porohnsa·shull not unrensonably wilbJ1old its app1'0vnl 1hc1rcof): and (iii) Purclmser
<br />fuUy ·,cooper.ilcs wilh Cmssmntoh, a.i Crossmntolt's C-OSI., lu U1c defense or,settlement of such actions. Crossmatch's obligation under this Article is
<br />concllt!oued on Purchaser's agn:umonl that if the Softw11re, or the use or op t1 mtio11 U1u1:co f, becomes, or in Ctoss match's 01111 \i_on is likely to
<br />becmue, the subject of such n claim, Purchaser will pcnnft Crossmatch at Cro,,;.11nnlch's option and expense, either to procura. the right for
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<br />Crossmatch 3950 RCA Blvd Suite 5001, Palm Beach Gardens, FL 33410
<br />http:Hwww .cross match. com
<br />November 2017
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