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ARTICLE 8-PAYMENT
<br />Accepted payment methods are found at httR://training.esri.com/',,atewaylindex.cfm?fa=catalog paylnentdetaiIs.
<br />If payment is made in the form of a purchase order, Esri shall invoice Client upon completion of each training course or
<br />immediately upon receipt of purchase order, as mutually agreed upon with the Client. Client shall make payment no later
<br />than thirty (30) days after receipt of invoice.
<br />If Client is invoiced and pays that invoice prior to the scheduled training event, then Client has one (1) calendar year
<br />(twelve [12] consecutive months) from the date of the invoice to consume the training days. For a multiyear order, the
<br />training days must be consumed by the end date specified on the Esri quotation. Thereafter, all prepaid fees are forfeited.
<br />ARTICLE 9-CONFIDENTIAL INFORMATION
<br />Except as provided in Article 5, Unique Client Coaching Privacy Terms, Esri or Client may disclose to the other party certain
<br />confidential information under this Agreement. The disclosing party shall identify the information as confidential information
<br />at the time of disclosure. Each party shall use the confidential information described above only for exchanging information
<br />needed to provide the training contemplated by this Agreement. Within fourteen (14) days of completion of the training, each
<br />party shall return or destroy and provide written notification of destruction of the confidential information of the other party.
<br />ARTICLE 10-RESERVATION OF OWNERSHIP AND GRANT OF LICENSE
<br />Except as specifically granted in this Agreement, Esri and/or its licensors own and retain all right, title, and interest in
<br />software, data, documentation, and training materials.
<br />ARTICLE 11-FORCE MAJEURE
<br />If the performance of any obligation under this Agreement is prevented, restricted, or interfered with by reason of fire, flood,
<br />earthquake, explosion, or other casualty or accident; strikes or labor disputes; inability to procure or obtain delivery of parts,
<br />supplies, or power; war, threat of or actual terrorist act, cyberattack, or other violence; any law, order, proclamation,
<br />regulation, ordinance, demand, or any act or condition whatsoever beyond the reasonable control of the affected party, the
<br />party so affected, upon giving prompt notice to the other party, will be provided a temporary extension for a period of time as
<br />may be reasonably necessary to allow for such delay, prevention, interference, or restriction.
<br />ARTICLE 12-WARRANTY
<br />Esri will provide training in a manner consistent with the technical and professional standards of the industry.
<br />12.1 Disclaimer of Warranties. WITH THE EXCEPTION OF THE LIMITED WARRANTY SET FORTH IN THIS
<br />ARTICLE, ESRI DISCLAIMS, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES,
<br />EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, AND
<br />NONINFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE DELIVERABLES ARE ERROR FREE.
<br />ARTICLE 13-LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY
<br />EXCEPT FOR INDEMNITY ASSOCIATED WITH CLIENT SITE TRAINING, IN NO EVENT SHALL ESRI BE
<br />LIABLE TO CLIENT FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TRAINING; LOST PROFITS;
<br />LOST SALES; BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY
<br />GOODWILL; OR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES
<br />ARISING OUT OF, OR RELATED TO, THIS AGREEMENT, HOWEVER CAUSED OR UNDER ANY THEORY OF
<br />LIABILITY, EVEN IF ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ESRFS TOTAL
<br />CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, SHALL IN NO EVENT
<br />EXCEED THE AMOUNT ACTUALLY PAID BY THE CLIENT FOR THE PORTION OF THE TRAINING UNDER
<br />THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
<br />PURPOSE OF ANY LIMITED REMEDY.
<br />E207CW Page 4 of 5 07/11/2011
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