VYPEX TERMS & CONDITIONS
CUSTOMER LICENSE AND SERVICES AGREEMENT

This Customer License and Services Agreement (the "Agreement"), commences on the day Vypex receives an Order from Customer (the "Effective Date") and is entered into by and between Vypex Pty Ltd., an Australian Private Company ACN 654 138 744 ("Vypex"), and the organization who has placed the Order ("Customer"). Vypex and Customer may be referred to individually as a "Party" and collectively as the "Parties." This Agreement incorporates the following Exhibits:
Exhibit A – Hardware Addendum
Exhibit B – Service Level Agreement 
Attachment I - Order Form
In consideration of the mutual covenants, terms, and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 
 
1.    DEFINITIONS. 
Capitalized terms shall have the meaning set forth herein or as otherwise defined in context in this Agreement.
1.1    "Aggregate Data" means data that has been compiled and processed from Customer Data and/or Customer's use of the Data Services and has been anonymized or de-identified such that neither Customer nor Customer's Representatives are identifiable to Vypex or any third party. 
1.2    “Ancillary Hardware” means physical equipment used to mount, support, house or protect the Vypex Hardware including but limited to casings, cradles, brackets or braces.
1.3    "Authorized Users" means the employees, contractors, agents, or other individual persons who have been authorized by Customer to use the Vypex Cloud Platform pursuant to the license granted under this Agreement and who have been supplied login credentials for this purpose. 
1.4    "Customer Data" means any data, information, or material that Customer, users, subscribers, or partners may disclose or submit in connection with this Agreement. 
1.5    "Data Services" means the collection, processing, analysis, encryption, and transmission of data gathered through the Vypex Hardware and display of such data and any insights or analysis thereof using the Vypex Cloud Platform or additional platform provided by the Customer. 
1.6    “Documentation” means the then-current product descriptions, user manuals, technical specifications, and other guides made available from Vypex concerning the use, installation, tolerances, functional requirements, and other aspects of the Products.
1.7    "Embedded Software" means the computer software which is pre-installed by Vypex in object code format in the Vypex Hardware and by which Customers may access the Vypex Cloud Platform pursuant to an active subscription as specified in the Order.
1.8    "Fees" means all of those fees which are paid by Customer to Vypex in consideration for Vypex's performance of the Data Services. 
1.9    "Intellectual Property Rights" means all of Vypex’s industrial and other worldwide intellectual property rights comprising or relating to: (a) Vypex Marks; (b) Internet domain names, whether or not trademarks, web addresses, web pages, website, and URLs; (c) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; and (d) other all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction throughout in any part of the world. 
1.10    “Order” means the form or correspondence used by Customer to indicate Customer's desired terms for the purchase of the Products and the subscription to the Data Services. 
1.11    "Products" means the Vypex Hardware, Ancillary Hardware and Vypex Cloud Platform.
1.12    "Subscription Fees" means those fees which are paid by Customer in consideration for an on-going subscription for access to the Vypex Cloud Platform. 
1.13    "Vypex Cloud Platform" means the software application hosted by Vypex that enables Customer to access the Data Services. 
1.14    "Vypex Hardware" means the physical equipment that Customer purchases from Vypex or an authorized Vypex reseller for use in connection with the Vypex Cloud Platform.
1.15    "Vypex Marks" means the current and future trademarks, service marks, and trade names associated with Vypex and the Products. 
2.    ORDERS
2.1    Subscription Models. Customer may access the Data Services only by using the Vypex Hardware, unless agreed in writing by Vypex. Customer shall purchase the Vypex Hardware from Vypex or an authorized reseller. The Vypex Hardware Addendum, attached hereto as Exhibit A, shall govern the Parties' rights and obligations regarding the Vypex Hardware. 
2.2    Order Acceptance; Modification. By submitting an Order, Customer makes an offer to purchase the Products under the terms and conditions of this Agreement. Vypex may accept or reject Customer's order at its sole discretion. An accepted Order may only be modified by an executed Change Order. Terms, provisions, or conditions on any Order, acknowledgment, or other business form or writing shall have no effect on the rights or obligations of the Parties hereunder, regardless of any failure of Vypex to object to such terms, provisions, or conditions. 
2.3    Terms of this Agreement Prevail Over Order. This Agreement is expressly limited to the terms of this Agreement and the applicable Order. To the extent there is any inconsistency with or conflict between the terms of this Agreement and those contained in an Order, this Agreement will control and take precedence unless otherwise agreed in a writing which cites the provisions of this Agreement that will be modified or changed and is signed by both Parties. This Agreement will govern the usage of the Products unless an alternate agreement is agreed and signed by both Parties. 
3.    DATA SERVICES.
3.1    Data Services Subscription. Subject to the terms and conditions of this Agreement, Vypex hereby grants Customer a non-exclusive, non-transferrable, limited right and license to use the Vypex Cloud Platform to remotely access the Data Services. 
3.2    Prohibited Activity. Customer shall not, and shall not allow any third party to, modify, adapt, translate, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Products or modify, adapt, translate, or prepare derivative works. Customer shall not remove, obscure, or alter Vypex copyright notices, trademark notices, or other proprietary rights notices affixed to or contained within the Products or any documentation provided to Customer hereunder. Vypex and its licensors reserve all rights not expressly granted to Customer in this Agreement. All access to and/or use of the Vypex Cloud Platform shall be strictly in accordance with this Agreement and the applicable Order. Customer shall be responsible for any breach of this Agreement by its Authorized Users, employees, agents, consultants, advisors, directors, officers, or contractors (collectively, its "Representatives"). The Vypex Cloud Platform may not be accessed for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes. Vypex’s direct competitors are prohibited from accessing the Products, except with Vypex’s prior written consent.
3.3    Access and Users. Upon Customer's subscription to the Data Services, Vypex shall promptly activate the user account of the Customer and take any other reasonable action necessary to grant Customer and its Authorized Users access to the Vypex Cloud Platform. Each Authorized User will access the Data Services using a unique user identification name and password (“User ID”). Customer shall be responsible for ensuring the security and confidentiality of User IDs for all Authorized Users. User IDs may not be shared with any person other than the specific Authorized User to whom the User ID is assigned. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Data Services, and shall notify Vypex promptly of any such unauthorized use. The Data Services are made available through the Internet. Customer is solely responsible for acquiring, installing, and maintaining all connectivity equipment, Internet and network connections, hardware, Vypex Cloud Platform and other equipment necessary to access and use the Data Services. All information provided by Customer and each Authorized User when registering for the Data Services shall be accurate and complete.
3.4    Installation. The Vypex Hardware shall be installed in accordance with the applicable Order and is Customer’s responsibility unless agreed in writing. 
3.5    Professional Services. Vypex shall provide professional services to Customer in accordance with the applicable Order. 
3.6    Vypex Obligations. Vypex shall use commercially reasonable efforts to: (a) ensure that the Data Services are accessible over normal network connections, excepting downtime due to necessary maintenance and troubleshooting; (b) maintain the security of the Vypex Cloud Platform and Customer Data; and (c) provide telephone, e-mail and/or web-based support services during Vypex’s regular business hours for questions related to the Data Services. Customer is solely responsible for obtaining, at its cost and expense, the Internet connectivity required to access and use the Data Services. 
3.7    Automatic Updates. Vypex may from time to time develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Embedded Software and the Vypex Cloud Platform ("Updates"). Vypex may automatically install the Updates on any Embedded Software or the Vypex Cloud Platform in accordance with this Agreement. If an Update is not generally available to other Customers of Vypex without payment of an additional fee, Vypex may require Customer to pay separate consideration or enter into separate agreements in order to have any rights in such Updates. This Section shall survive the expiration or termination of this Agreement.
4.    DATA.
4.1    Customer Data. Vypex does not own any Customer Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Vypex shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of Customer's breach or bankruptcy/insolvency under Section 6.2), Vypex will make available to Customer a file of the Customer Data if requested by Customer within thirty (30) days of termination. Customer agrees and acknowledges that Vypex is not obligated to retain Customer Data for longer than thirty (30) days after termination. 
4.2    License to Customer Data. Customer grants to Vypex a license and right to host, process, copy, transmit, modify, use and view Customer Data to: (a) fulfill its obligations and rights under this Agreement (e.g., provide the Data Services); (b) maintain, evaluate, secure, develop, or improve the Services; and (c) respond to and resolve an Authorized User's request for customer support. Nothing in this Agreement transfers or conveys to Vypex any ownership interest in or to the Customer Data and Customer Data will remain Customer’s property. 
4.3    Aggregate Data. Vypex may modify, analyze, share, publish, reproduce, license, assign, sell and otherwise use anonymized or de-identified Aggregated Data during and after the term of this Agreement in any manner it chooses and for its own purposes, provided that Customer and its Representatives are not identifiable in any way. Vypex's rights under this Section 4.3 shall survive the termination or expiration of this Agreement. 
5.    PAYMENT AND DELIVERY.
5.1    Payment for Products.  Upon execution of the contract, or receipt of a purchase order, Customer will be invoiced for the Products and the applicable Subscription Fees. Payment shall be due within thirty (30) days unless specified otherwise in the applicable Order. If Customer disagrees with any Subscription Fees set forth in an invoice, it shall notify Vypex of the dispute within thirty (30) days after receipt of such invoice. The parties shall use commercially reasonable efforts to resolve such dispute. Should Customer fail to pay any undisputed invoice that is past due by thirty (30) days or more, Vypex may issue a past due notice to Customer indicating Vypex’s intent to revoke or suspend the Data Services, and if Customer has not paid such undisputed invoice within ten (10) business days after receipt from Vypex of such past due notice, Vypex may revoke or suspend Service. Outstanding balances of undisputed invoices shall accrue interest at a rate equal to the lesser of 1.5% per month and the maximum rate permitted by applicable law, from due date until paid, plus Vypex’s reasonable costs of collection. All payments received by Vypex are non-refundable except as otherwise expressly provided in this Agreement. All payments will be made in the currency specified in the applicable Order. 
5.2    Cancellation or Amendment of Order. Vypex may, without liability or penalty, cancel any Order placed by Customer and accepted by Vypex, in whole or in part if Vypex (a) discontinues its sale of the Products or reduces or allocates its inventory of Products or (b) determines that Customer is in violation of its payment obligations or is in material breach of this Agreement. 
5.3    Shipment and Delivery of Vypex Hardware. Unless otherwise set forth in the Order, delivery of the Vypex Hardware: (a) to the United States and Australia shall be DDP (Incoterms 2020) to the address specified in the applicable Order, with costs prepaid by Vypex and charged to Customer, (b) outside of the United States and Australia shall be DAP (Incoterms 2020) to the address specified in the applicable Order, with costs prepaid by Vypex and charged to Customer. Vypex shall use reasonable efforts to deliver the Vypex Hardware on the delivery date specified in Customer’s Order. 
5.4    Order Confirmation. Within five (5) business days after delivery of the Vypex Hardware, Customer shall review such Vypex Hardware shipment to confirm conformity with the Order. Vypex will correct any such non-conformities. If the Products are in material conformance with Vypex's applicable specifications and Documentation, or Customer fails to notify Vypex of any non-conformities within such ten (10) business day period, the Products will be deemed to have been accepted by Customer. Acceptance shall not be delayed due to any non-performance by Customer of its obligations associated with the Products, the Services, or the installation. 
6.    TERM AND TERMINATION.
6.1    Term and Service Term. The term of this Agreement shall commence on the Effective Date and shall continue for the duration specified in the applicable Order and shall automatically renew as specified in the applicable Order (collectively, the "Service Term") unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of then-current Service Term. Each renewal Service Term shall be on the same terms and conditions set forth in this Agreement, except the fees (including the Service Fee) shall be charged at Vypex’s then-current rates unless otherwise stated in the applicable Order or otherwise agreed to by Vypex in writing. 
6.2    Termination. Either Party may terminate this Agreement or an Order upon written notice if the other Party: (a) is in default of any material term or condition of this Agreement or the applicable Order, provided that, where such default is curable, the default has remained uncured for a period of thirty (30) days (ten (10) days for nonpayment) following written notice of such failure or default; (b) formally declares bankruptcy, insolvency, liquidation, or receivership; or (c) has instigated against it bankruptcy, insolvency, liquidation, or receivership proceedings, and fails to remove itself from such proceedings within ninety (90) days from the date of institution of such proceedings. 
6.3    Effect of Termination. In the event of any termination of this Agreement or an Order, any amounts owed to Vypex under this Agreement and/or the Order (as the case may be) before such termination or expiration will be immediately due and payable. In addition, in the event an Order is terminated before the expiration of the applicable Service Term (excluding any termination by Customer for Vypex’s uncured breach or bankruptcy/insolvency), Customer shall remain responsible for the payment of all unpaid amounts under such Order for the remainder of the Service Term (had termination not occurred), and all such amounts shall become immediately due and payable. Upon termination or expiration of this Agreement or an Order for any reason, all rights granted by Vypex to Customer hereunder and/or thereunder will immediately cease to exist and Customer must: (a) discontinue all use of the Data Services; and (b) at Vypex’s request, return to Vypex or dispose of (as instructed by Vypex) all copies of Documentation in Customer’s possession or control. Customer shall be responsible, at Customer’s cost, for de-installing and removing any Vypex Hardware. 
7.    INTELLECTUAL PROPERTY.
7.1    Intellectual Property Rights. Vypex and its licensors own all rights, title, and interest, including all related Intellectual Property Rights, in and to the Products, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Products or Data Services. Nothing contained in this Agreement shall constitute or be construed as a transfer of ownership of any of Vypex’s Intellectual Property Rights. 
7.2    Vypex Marks. Vypex has the exclusive right to own, use, hold, apply for registration for, and register the Vypex Marks and Customer shall neither take nor authorize any action inconsistent with such exclusive right.
8.    WARRANTIES.
8.1    Mutual Warranties. Each Party warrants to the other Party that: (a) such Party is a business duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation; (b) such Party has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement; (c) the execution, delivery, and performance of this Agreement constitutes the legal, valid, and binding agreement of such Party; (d) as of the Effective Date, there is no outstanding litigation, arbitrated matter or other dispute to which such Party is a party, which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on such Party’s ability to fulfill its obligations under this Agreement; and (e) no consent, approval or withholding of objection is required from any entity, including any governmental authority, with respect to such Party’s entering into this Agreement. 
8.2    Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PRODUCTS AND ANY RELATED DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. VYPEX HEREBY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, VERBAL, STATUTORY OR OTHERWISE, AND WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. VYPEX SHALL NOT BE BOUND BY OR LIABLE TO ANY CUSTOMER FOR ANY REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCTS AND ANY RELATED DOCUMENTATION MADE BY AN VYPEX RESELLER OR ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES THAT ARE INCONSISTENT WITH THIS AGREEMENT OR THE TERMS.
9.    LIMITATION OF LIABILITY.
9.1    IN NO EVENT WILL VYPEX BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY PENALTIES TO WHICH CUSTOMER MAY BE SUBJECT, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE DATA SERVICES IN ANY WAY, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF VYPEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VYPEX'S TOTAL CUMULATIVE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE AMOUNTS PAID TO VYPEX BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO SUCH LIABILITY. 
10.    GENERAL. 
10.1    Amendment. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
10.2    Compliance with Laws. The Parties shall comply with all applicable laws and regulations in performing its obligations under the Agreement, including all applicable privacy, employment, tax, export control and environmental laws and regulations. 
10.3    No Waiver. No waiver under this Agreement is effective unless it is in writing and signed by an authorized representative of the Party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial waiver or exercise of any right, remedy, power, or privilege hereunder preclude or limit any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 
10.4    Governing Law. This Agreement shall be governed by the laws of Victoria, Australia, excluding the application of its conflicts of law principles. The Parties consent to the exclusive jurisdiction and venue for actions related to the subject matter hereof in the courts in Melbourne, Australia. To the extent permitted by law, the United Nations Convention on Contracts for the International Sale of Goods 1980 (sometimes referred to as the Vienna Convention) does not apply to this Agreement. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL FOR ANY ACTION ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS AND TORT CLAIMS. 
10.5    Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one agreement. 
10.6    Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 
10.7    Publicity. Neither Party shall (a) issue any media releases or public disclosures relating to this Agreement, or (b) use the name, logo, or marks of the other Party without the prior written consent of the other Party. Notwithstanding the forgoing, Vypex may use Customer’s name and/or logo in its marketing and promotional materials listing Customer as a customer of Vypex.
10.8    Employment: Customer may not employ any person in any capacity whether as a contractor or employee if that person has worked for Vypex in any capacity in the preceding twelve months, without express permission from Vypex.
10.9    Survival. The following provisions shall survive expiration or termination of this Agreement for any reason: Section 6, Section 7, Section 8, Section 9, and Section 10. 
10.10    Force Majeure. Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of such Party, provided that the Party relying upon this provision: (a) gives prompt written notice thereof, and (b) takes all steps reasonably necessary to mitigate the effects of the force majeure event; provided further, that in the event a force majeure event extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement upon written notice.
10.11    Entire Agreement. This Agreement, the exhibits, schedules, and attachments hereto, and the agreements expressly referenced herein, including all Orders, each of which is incorporated herein, collectively constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and merges all prior and contemporaneous agreements, understandings, or representations, whether written or oral. No terms or conditions proposed by either Party shall be binding on the other Party unless expressly accepted in writing by both parties, and each Party hereby objects to and rejects all terms and conditions not so expressly accepted. To the extent of any conflict between the provisions of this Agreement and the provisions of any Order, the provisions of this Agreement shall govern. 

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EXHIBIT A
HARDWARE ADDENDUM
This Exhibit A establishes additional terms relating to the Vypex Hardware and Ancillary Hardware (“Product Hardware”) specifically. 

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Exhibit A
These terms apply to purchase of the Product Hardware.
1.    Title. Except for Embedded Software, which is licensed and not sold, title to the Product Hardware shall pass to Customer upon shipment by Vypex. 
2.    Embedded Software. Vypex hereby grants Customer a limited, non-exclusive, personal, non-transferable, non-sublicensable license to use any Embedded Software solely in connection with the normal use and operation of the Product and Data Services as intended by Vypex for Customer’s own business purposes at all times in accordance with this Agreement. The Customer shall have no other rights or licenses in or to any Embedded Software.
3.    Support and Maintenance. For as long as Customer has an active subscription to the Data Services, Vypex shall provide support to Customers who use the Product Hardware as provided in this Hardware Addendum. 
4.    Limited Warranty. 
a.    Vypex warrants to Customer that the Product Hardware will be free from material defects in materials and workmanship and will perform substantially in accordance with the current Documentation provided by Vypex for three-months from the Effective Date. This limited warranty is non-transferrable. As a condition of this warranty, Vypex may require proof of Customer's purchase and/or the return of the defective Product Hardware component(s). Customer's sole and exclusive remedy with respect to such warranty, and Vypex's sole and exclusive liability for any breach of this warranty, will be for Vypex to, at its sole and exclusive option, or provide Customer with a functionally equivalent replacement. Product Hardware that is replaced hereunder will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Vypex will not cover the cost of the installation to replace the Product Hardware. This limited warranty does not apply if (i) the Product Hardware has been tampered with by Customer, or any third party, or has been subjected to misuse of any kind, (ii) the Product Hardware has been subject to abuse, vandalism, fire, flood, wind, freezing, acts of war, or acts of God, or (iii) the Customer does not have an active subscription for the Data Services.
b.    Vypex does not warrant that Customer’s use of the Product Hardware will be error-free or uninterrupted. This limited warranty is contingent upon proper use and installation of the Product Hardware pursuant to this Agreement, the applicable Order(s) and the Documentation, and is void if: (i) the Product Hardware has been interfered with by Customer or has been subjected to unusual stress or misuse of any kind; (ii) Customer has failed to keep the Product Hardware clean and free from debris; (iii) any modifications of any type have been made to the Product Hardware by any party not authorized by Vypex, including installation of unauthorized software or hardware on the Product Hardware; (iv) the Product Hardware has been modified, moved or relocated by or on behalf of Customer except as expressly permitted under this Agreement, or (v) the Product Hardware has been subject to abuse, theft, vandalism, negligence, or acts of God. Without limiting the foregoing, Customer hereby grants Vypex and its authorized representatives and subcontractors the right to enter Customer’s location(s) in order to inspect the Product Hardware and to repair and/or replace such Product Hardware pursuant to this Section 4.
c.    TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS LIMITED WARRANTY IS EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, OBLIGATIONS OR LIABILITIES, WHETHER WRITTEN, ORAL, EXPRESS, OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. VYPEX DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES TO THE EXTENT PERMITTED BY LAW. INSOFAR AS SUCH WARRANTIES CANNOT BE DISCLAIMED, VYPEX LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE DURATION OF THE LIMITED WARRANTY DESCRIBED ABOVE OR THE SHORTEST PERIOD ALLOWED BY LAW. IN NO CASE SHALL VYPEX OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, SUBCONTRACTORS, AGENTS OR REPRESENTATIVES (COLLECTIVELY, THE "VYPEX PARTIES") BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR BREACH OF THIS LIMITED WARRANTY OR ANY OTHER WARRANTIES WHATSOEVER. THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS. CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS AND DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER.