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13. Return Items. All items returned to Daktronics must have a Return Material Authorization (RMA) number. For exchange Items, the
<br />number is included with the shipment of the exchange unit. For repair Items, an RMA number can be obtained by phone (800�325-
<br />8766), (International f1-605-697-4000), fax (605-697-4444) unless otherwise directed by Daktronics.
<br />14, Shinning, When returning parts to Daktronics for repair or replacement, Purchaser assumes all risk of loss or damage, agrees to use
<br />any shipping, containers, which might be provided by Daktronics, and agrees to ship the Equipment In the manner prescribed by
<br />Daktronics. If returning equipment within the United States or within Canada, all Equipment must be returned by Purchaser FOR
<br />Daktronics' designated facility. If returning equipment across country borders, all Equipment must be returned by Purchaser DOP
<br />Daktronics' designated facility per INCOTERMS 2010, Daktronics assumes all risk of loss or damage during return shipment to Purchaser
<br />and such Equipment shall be returned by Daktronics FOB or DDP Purchaser's designated facility as appropriate.
<br />15. Confidentiality. To the extent permitted by law, Purchaser shall consider all information furnished by Daktronics, including the
<br />terms and conditions of this Service Agreement, to be confidential and shall not disclose any such Information to any other person, or
<br />use such information itself for any purpose other than fulfillment of this Service Agreement unless Purchaser first obtains written
<br />permission from Daktronics to do so. Purchaser shall provide confidential information only to those of Its agents, servants, and
<br />employees who have been informed of the requirements of this paragraph and have agreed to be bound by them. The provisions of this
<br />paragraph shall survive termination of the Service Agreement.
<br />16. Default. Daktronics reserves the right to terminate this Service Agreement and accelerate all amounts due and payable if; (a)
<br />Purchaser falls to make payment to Daktronics within ten days of the agreed payment dates, (b) Purchaser otherwise falls to c ompiy
<br />with any material provision of this Service Agreement, or (c) any proceeding is filed by or against Purchaser in bankruptcy. Daktronics
<br />reserves all its rights (both legal and equitable) under the Agreement, applicable statutes, and the common law. If Purchaser falls to
<br />perform any covenant or obligation under this Service Agreement or any other agreement that Purchaser has with Daktronics, Including
<br />without limitation the failure to pay when due any amounts owed to Daktronics, Daktronics shall be excused from the performance of
<br />any of Its obligations under this Service Agreement and any other agreement it has with the Parch aser. Purchaser shall be liable for any
<br />and all costs and expenses (including reasonable attorney's fees) Incurred by Daktronics In enforcing any provision of this Service
<br />Agreement.
<br />17. Indemnity. Daktronics shall indemnify, defend and hold harmless the Purchaser and their respective subsidiaries, officers, directors,
<br />shareholders, partners, employees, agents, Insurers, successors and assigns from any third -party claims for liability, losses, damages,
<br />costs or expenses (collectively, 'Losses') to the extent that such Losses arise out of: (1) any negligent act or omission by Daktronics or its
<br />personnel, agents, subcontractors, or others engaged by Daktronics or under Daktronics' control related to the execution of this Service
<br />Agreement; (if) any claim against any Indemnified party by reason of or alleging any unauthorized or infringing use by an indemnified
<br />party of any patent, process, trade secret, copyright, trademark, or other intellectual property right regarding the Equipment or the
<br />Software and its components; or, (ill) any fine or assessment with respect to. any violation or alleged violation of any applicable laws
<br />regarding safety or health,
<br />The Purchaser shall Indemnify, defend and hold harmless Daktronics and Its subsidiaries, officers, directors, shareholders, partners,
<br />representatives, employees, agents, insurers, successors and assigns of each of the foregoing from any and all Losses arising out of or in
<br />any way related to: (I) any negligent act or omission by the Purchaser or Its personnel, agents, subcontractors, or others engaged by the
<br />Purchaser or under their control (other than Daktronics or its personnel, agents, subcontractors, or others engaged by Daktronics or
<br />under Daktronics' control), or (11) any unauthorized or Infringing use by an indemnified party of any patent, process, trade secret,
<br />copyright, trademark, or other Intellectual property right.
<br />18, Disclaimers: Limitation of Liability, Daktronics makes no representations or warranties under this Service Agreement. The damage
<br />limitation provided in this Service Agreement and the remedies stated herein shall be exclusive and shall be Purchaser's sole remedies.
<br />THE PARTIES AGREE THAT IN NO EVENT WHATSOEVER SHALL THE LIABILITY OF EITHER PARTY EXCEED THE AMOUNT OF THE PURCHASE
<br />PRICE. IT IS AGREED THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT
<br />DAMAGES, REGARDLESS OF CAUSE, WHETHER SUCH LOSSES ARISE DIRECTLY OR INDIRECTLY FROM THE OTHER PARTY'S ACTS, OMISSIONS,
<br />OR BREACH. For the purposes of this Agreement, the Parties agree that "Consequential Damages" include, but are not limited to, loss of
<br />use, loss of profit, loss of business opportunity, and loss of advertising revenue. Purchaser explicitly accepts the provisions of this
<br />paragraph in return for the prices granted under the Service Agreement. Purchaser understands and agrees that the prices granted
<br />herein would be higher In the absence of this limitation of liability, No action against Daktronics shall be commenced more than one
<br />year after the accrual of the cause of action, Daktronics shall have no liability with respect to claims relating to or arising from use of
<br />third -party products and services.
<br />19. Force Majeure. Both parties shall be excused from any liability under this Service Agreement for any delay in performance or failure
<br />to perform which delay or failure to perform Is caused by circumstances which are beyond the reasonable control of that party,
<br />including without limitation acts of God, natural disaster, fire, flood, labor or material shortages, war, vermin, earthquakes, tsunami,
<br />acts of terrorism, etc. (a 'Force Majeure Event').
<br />20, Assignment. Unless otherwise stated, this Service Agreement may not be assigned by either party without the prior written consent
<br />of the other party.
<br />21. Miscellaneous. This Agreement shall be governed by the laws of the state where the Services are provided without regard to its
<br />conflict of law principles. This Service Agreement is the product of negotiations between the parti es hereto represented by counsel
<br />Proposal Date: 12 September 2016
<br />Order No. E13750-2
<br />Copyright D Daktronics, Inc, DF-2940 Rev-111AN9.fr Page. 7 of 8
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