MEPS REAL-TIME, INC., DBA INTELLIGUARD’S SALE OF PRODUCT IS EXPRESSLY MADE CONDITIONAL ON CUSTOMER’S ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS OF SALE WHICH SHALL BE EFFECTIVE IN THE ABSENCE OF ANY DIFFERENT TERMS CONTAINED IN ANY EFFECTIVE PURCHASE AND LICENSE CONTRACT OR OTHER AGREEMENT ENTERED BY AND BETWEEN CUSTOMER AND MEPS REAL-TIME, INC, DBA INTELLIGUARD. CUSTOMER’S ASSENT TO THE TERMS AND CONDITIONS CONTAINED IN THIS DOCUMENT SHALL BE CONCLUSIVELY PRESUMED FROM CUSTOMER’S ACCEPTANCE OF ALL OR ANY PART OF THE PRODUCTS OR SERVICES OR FROM PAYMENT BY CUSTOMER FOR ALL OR ANY PART OF THE PRODUCTS OR SERVICES. THESE TERMS AND CONDITIONS MAY NOT BE ADDED TO, MODIFIED, SUPERCEDED OR OTHERWISE ALTERED, EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED EXECUTIVE OF MEPS REAL-TIME, INC. DBA INTELLIGUARD. FAILURE OF MEPS REAL-TIME INC. DBA INTELLIGUARD TO OBJECT TO ANY TERMS OR CONDITIONS WHICH MAY BE CONTAINED IN ANY DOCUMENT OR FORM OF CUSTOMER SHALL NOT BE CONSTRUED AS A WAIVER OF THESE CONDITIONS NOR AS AN ACCEPTANCE OF ANY SUCH TERMS AND CONDITIONS.
These Terms, Intelliguard intellectual property contained in the Product, and all information provided in connection with these Terms will be treated as Confidential Information.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL EVER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THESE TERMS. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY FOR ANY CLAIM, WHETHER THE PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THIS EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION WILL NOT APPLY TO BREACH OF SECTION 3 (CONFIDENTIALITY) AND CUSTOMER PAYMENT OBLIGATIONS UNDER SECTION 4 (PAYMENT, TAXES, SHIPPING AND RETURNS), AND WILL NOT APPLY TO SPECIAL INDEMNIFICATION OBLIGATIONS UNDER SECTION 8b. EXCEPT FOR BREACH OF SECTION 4 (CONFIDENTIALITY) OR FRAUD, OR WITH RESPECT TO THE SPECIAL INDEMNIFICATION OBLIGATIONS UNDER SECTION 8b, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE TOTAL LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY OR DUE FROM CUSTOMER TO INTELLIGUARD UNDER THESE TERMS.