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&~ 35807 Moravian Drive Clinton Twp., MI 48035 Ph: (586) 469-4200 Fx: (586) 469-4867 www.rcsvstemsinc.com Providing Business Solutions Since 19851 13. Payments: Payment for the ReCPro ™ software and the first year Support Contract must be made prior to installation unless other arrangements were made with RCS. The exact amount of your investment will be listed on the "Purchase Agreement" and "Support Contract". Payments for any other service after the initial system is installed for custom changes, training, etc. must be made Net 30 after date invoiced. Failure to pay invoices in 30 days will result in RCS putting your company on C.O.D. terms for any future billings. RCS is willing to be flexible and work with your different budget seasons. Please contact your salesperson to find out details on payment plans that would allow you to stretch the payments into 2 different budget seasons. 14. Bug Corrections: Bug correction patches are covered under the Support Contract and will apply to both bugs that you find as well as bugs that other customers find. As bugs are corrected, there will be downloadable patches on our website. 15. Software Updates: ReCPro ™ is under constant improvement as our research and development team and our customers come up with new ideas. You will be alerted when a new download is available with a list of new options that are included. You will have access to these downloads as long as you are current with your Annual Support Contract. In the event you had RCS customize the ReCPro™ system, there may be some additional cost with certain updates. 16. Source Code: In the event that R.C. Systems, Inc. goes out of business or discontinues development & support of ReCPro TM, you will be given a CD containing all of the source code for the ReCPro ™ system and any supporting documentation. Under no other circumstance will you be given a copy of the source code. Discontinued Support does not refer to our refusal to support clients not entered into an active contract. 17. Governing Laws: This agreement will be governed by the applicable laws of the State of Michigan, the State of Florida and the laws of the United States of America. It is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may be determined by the court on confirmation. 18. Covenant to Safeguard Programs and Documentation: You agree to use your best efforts and good faith to protect these programs and documentation from unauthorized use, reproduction or disclosure. 19. Limited Warranty: RCS warrants, for a period of ninety (90) days from the date of purchase as evident by a copy of your signed Purchase Agreement, the disk(s) (on which the ReCPro™ system is provided) to be free from defects in materials and workmanship under normal use. If the disk(s) is/are found to be defective, RCS will replace the disk(s) at no charge to you provided the disk(s) has/have not been damaged through misuse or tampering. For replacement, send defective disk(s) to: R.C. Systems, Inc. 35807 Moravian Drive Clinton Township, MI 48035 RCS warrants that the disk(s) will contain the ReCPro™ software as demonstrated to you and listed in Exhibit A with only the options that you purchased. RCS does not warrant that the programs will meet your exact requirements, nor that the operation of the programs will be without errors or interruptions, nor that the documentation is correct. As stated above, if the programs do not meet your exact requirements, we can provide custom changes to make the programs fit your exact requirements. Also stated above, errors will be corrected under the terms of the support contract. RCS assumes no responsibility for errors or discrepancies found or problems that you encounter as a result of improper input of data. 20. Limitation of Remedies: Your sole remedy and RCS entire liability shall be limited to the sum of all amounts paid to RCS in the event you incur financial losses that have arisen from events attributable to a defect within ReCPro ™ that has been detected within the warranty period of ninety (90) days from the date of purchase as evident by a copy of your signed Purchase Agreement. IN NO EVENT SHALL R.C. SYSTEMS, INC. BE LIABLE FOR ANY AMOUNT THAT EXCEEDS THE SUM OF ALL AMOUNTS PAID TO R.C. SYSTEMS, INC. FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE SUCH PROGRAMS REGARDLESS OF THE LEGAL THEORY ASSERTED, INCLUDING NEGLIGENCE AND/OR STRICT LIABILITY. BEFORE USING, THE USER (YOU) SHALL DETERMINE THE SUITABILITY OF THE PROGRAMS FOR INTENDED USE. USER ASSUMES ALL RISK AND LIABILITY WHATSOEVER IN CONNECTION THEREWITH. THE FOREGOING LIMITATIONS OF REMEDIES AND LIABILITIES MAY NOT BE ALTERED UNLESS IN WRITING SIGNED BY THE OWNER OF R.C. SYSTEMS, INC.