Once signed by Client, this Quote is non-cancellable and non-terminable by Client. MOXFIVE may suspend performance under this Quote (including provision of the Third Party Deliverables) if Client fails to make any payments required under this Quote.
MOXFIVE may terminate this Quote upon ten (10) days’ written notice for Client’s a material breach of this Quote or the Provider's Terms & Conditions or EULA. In addition, MOXFIVE may discontinue provision of the Third Party Deliverables if and to the extent discontinued by Provider. Provider (and not MOXFIVE) is responsible for provision of any end of life notices. MOXFIVE will use reasonable efforts to provide Client with replacement Third Party Deliverables but shall not be liable if unable to do so (and MOXFIVE shall have the right in such event to terminate this Quote). Client may be required to accept new terms in connection with any replacement Third Party Deliverables.
Upon any termination for any reason of any agreements in connection with the Third Party Deliverables, (i) no refund of any prepaid or due and payable fees, or other agreed upon amounts, shall be due in any amount to Client in connection with such termination and (ii) any fees or other amounts owed by Client to MOXFIVE will become immediately due and payable.
WARRANTY DISCLAIMER. MOXFIVE AND, EXCEPT FOR ANY LIMITED EXPRESS WARRANTIES MADE BY PROVIDER TO CLIENT OR COUNSEL IN AN END USER LICENSE AGREEMENT OR OTHER WRITTEN AGREEMENT, PROVIDER DO NOT MAKE ANY WARRANTIES RELATING TO THE THIRD PARTY DELIVERABLES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY.
CLIENT ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT NEITHER MOXFIVE NOR PROVIDER GUARANTEE OR WARRANT THAT USE OF THE THIRD PARTY DELIVERABLES WILL FIND, LOCATE OR DISCOVER ALL SYSTEM THREATS, VULNERABILITIES, MALWARE, AND MALICIOUS SOFTWARE, AND WILL NOT HOLD MOXFIVE OR PROVIDER RESPONSIBLE THEREFOR.
THE THIRD PARTY DELIVERABLES ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE IN ANY HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE OR OPERATION. THE THIRD PARTY DELIVERABLES ARE NOT FOR USE IN THE OPERATION OF AIRCRAFT NAVIGATION, NUCLEAR FACILITIES, OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, DIRECT OR INDIRECT LIFE-SUPPORT SYSTEMS, AIR TRAFFIC CONTROL, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY OR PROPERTY DAMAGE.
Client’s sole remedy against MOXFIVE and Provider for liability arising out of this Quote and/or the Third Party Deliverables is limited to the lesser of the limits stated in the Agreement or those stated in the EULA or other Terms & Conditions issued by Provider to Client in connection with the Third Party Deliverables.
Neither MOXFIVE nor Provider nor their employees, agents or contractors shall be liable for any delay or failure to perform for any cause beyond their reasonable control.