|
7.7 Extended Warranties. Kajeet may, from time -to -time, make extended warranties offered by manufacturers available to Customer
<br />("Kajeet Extended Warranty"). If an extended warranty is offered to Customer and Customer is willing to enter into the Kajeet
<br />Extended Warranty and pays for same then the price for the extended warranty shall be reflected on the applicable Ordering
<br />Document and the terms and conditions of the extended warranty shall be included in the Ordering Document or otherwise
<br />made available to Customer.
<br />7.8 DISCLAIMER OF WARRANTY FOR CELLULAR ACCESS. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF
<br />CELLULAR ACCESS IS AT CUSTOMER'S AND ITS SUBSCRIBERS' SOLE RISK, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
<br />LAW, CELLULAR ACCESS IS PROVIDED "AS IS" AND "AS AVAILABLE" AND KAJEET DOES NOT REPRESENT THAT CELLULAR ACCESS
<br />COVERAGE WILL MEET CUSTOMER'S OR ITS SUBSCRIBERS' REQUIREMENTS. KAJEET AND ITS CELLULAR ACCESS SUPPLIERS MAKE
<br />NO WARRANTY IN RELATION TO THE AVAILABILITY, SUITABILITY OR MAINTENANCE OF THE OF CELLULAR ACCESS USED BY KAJEET
<br />OR ITS SUBSCRIBERS TO TRANSMIT DATA.
<br />7.9 WARRANTY DISCLAIMER. THE FOREGOING WARRANTIES (INCLUDING ANY WARRANTIES SETFORTH IN AN APPLICABLE ORDERING
<br />DOCUMENT) ARE IN LIEU OF, AND THE PARTIES EXPRESSLY DISCLAIM, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
<br />INCLUDING, BUT NOT LIMITED TO NON -INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING,
<br />COURSE OF PERFORMANCE OR USAGE OF TRADE. KAJEET SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF
<br />DEVICES OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. Customer agrees that Kajeet has no warranty
<br />obligations due to defects resulting from (i) ordinary wear and tear; (ii) modifications or repairs made by anyone other than
<br />Kajeet; and/or (Ili) accident or abuse. Customer's sole remedy for all warranty claims shall be as set forth in this Section 7 and
<br />Kajeet's obligation to correct such failures at no charge to Customer.
<br />a LIMITATION OF LIABILITIES,
<br />8.1 LIMITATION ON INDIRECT DAMAGES. NEITHER OF THE PARTIES SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, PUNITIVE,
<br />CONSEQUENTIAL, ECONOMIC, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST
<br />PROFITS, LOSS OF BUSINESS REVENUE OR EARNINGS, COST OF REPLACEMENT GOODS OR SERVICES, LOST DATA, DAMAGES
<br />CAUSED BY DELAYS, OR A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN
<br />CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES COULD
<br />REASONABLY BE FORESEEN ORTHEIR LIKELIHOOD HAS BEEN DISCLOSED TO EITHER PARTY.
<br />8.2 LIMITATION ON DIRECT DAMAGES. BOTH PARTIES SHALL BE LIABLE TO THE OTHER PARTY FOR DIRECT DAMAGES ONLY, IN AN
<br />AMOUNT NOT TO EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, (A)THE TOTAL AMOUNTOF SERVICES REVENUE GENERATED
<br />UNDER THE APPLICABLE ORDERING DOCUMENT FROM WHICH THE CLAIM AROSE IN THE MOST RECENT TWELVE (12) MONTH
<br />PERIOD FROM WHEN THE CLAIM AROSE, OR (B) THE APPLICABLE INSURANCE POLICY LIMIT, IF SUCH CLAIM OR LOSS IS COVERED
<br />BY INSURANCE, WHICHEVER IS GREATER,
<br />9 Termination.
<br />9.1 Termination By Either Party. A non -breaching Party may terminate this Agreement for cause by written notice to breaching Party
<br />for a material breach of any term of this Agreement that remains uncured thirty (30) days after written notice. In the event of any
<br />uncured breach by Customer, then Kajeet may, without any further notice to Customer, take any or all of the following actions: (a)
<br />terminate any or all Ordering Documents; (b) suspend the affected Services to which the breach is related, and/or (c) with or
<br />without terminating any Ordering Documents, pursue any other remedies available to Kajeet at law or in equity, including,
<br />without limitation, the right to accelerate and collect payments for the remainder of then -current Service Term,
<br />9.2 Termination by Kajeet. Kajeet may terminate this Agreement after the initial Service Term if Customer has no active Services with
<br />Kajeet for a period of 180 days and, if after notifying Customer, Customer does not activate any Services within 30 days of such
<br />notification.
<br />9.3 Termination by Customer Under E-Rate. Customer may terminate an Ordering Document for E-Rate should Customer not receive
<br />the applicable E-Rake funding as submitted to USAC via FCC Form 471 (Schools and Libraries Universal Service Description of
<br />Services Ordered and Certification).
<br />9.4 Effects of Termination.
<br />a) Within 30 days of termination, Kajeet will remove any remaining balances from Kajeet's systems; and
<br />b) if requested by Customer in writing within 30 days of termination, Kajeet agrees to export Customer's data within Sentinel on
<br />terms and in a format agreed upon in a SOW.
<br />c) Kajeet shall invoice Customer for all work performed through termination date of the Ordering Document.
<br />10 Governing Law. This Agreement shall be governed in accordance with federal law, specifically the Telecommunications Act of 1996 and
<br />related FCC regulations, and with respect to state law issues, by the laws of the State of California without regard to its conflict of laws
<br />provisions. Both parties further agree that Orange County, California shall be the venue for any action or proceeding that may be brought
<br />or arise out of, in connection with or by reason of this Agreement.
<br />11 Publicity. Neither Party shall issue a press release or make any similar public announcement without the other Party's prior written
<br />consent to the specific language and intended distribution of such press release or announcement. Notwithstanding the foregoing, the
<br />Kajeet Master Services Agreement (E-Rate) Ver. 41114 Rev. November 14, 2024 Page 3
<br />
|