3. NO OBLIGATION TO CORRECT ERRORS. Distributor and its Provider shall use
reasonable efforts to verify the cause of any errors in the Application Services
reported by Customer, Distributor and Provider's sole obligation shall be to use
reasonable efforts to correct the reported error.
4. WARRANTY DISCLAIMERS. APPLICATION SERVICES ARE PROVIDED "AS IS" WITHOUT, AND
DISTRIBUTOR MAKES NO, AND HEREBY DISCLAIMS ALL, WARRANTIES AND REPRESENTATIONS,
WHETHER ORAL OR WRITTEN, OR EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE
USE, MISUSE, OR INABILITY TO USE APPLICATION SERVICES OR ANY OTHER PRODUCTS OR
SERVICES PROVIDED HEREUNDER, THEIR QUALITY OR RELIABILITY, OR THEIR
MERCHANTABILITY, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR FITNESS FOR A
PARTICULAR PURPOSE.
5. LIABILITY; REMEDY LIMITATIONS. IN NO EVENT SHALL ANY OF DISTRIBUTOR'S
PROVIDERS, OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
REPRESENTATIVES, OR OTHER RELATED PARTIES, BE LIABLE TO CUSTOMER FOR DAMAGES OF
ANY KIND OR NATURE OR IN ANY MANNER WHATSOEVER, REGARDLESS OF THE CAUSE OF
ACTION, WHETHER IN CONTRACT, NEGLIGENCE, STRICT OR PRODUCTS LIABILITY, TORT, OR
OTHERWISE, AND REGARDLESS OF THE FORM OF DAMAGES, WHETHER DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, PROCUREMENT
COSTS OF SUBSTITUTE PRODUCTS, OR LOST PROFITS, SAVINGS, OR GOODWILL, REGARDING
THIS AGREEMENT OR RESULTING FROM OR IN CONNECTION WITH DISTRIBUTOR'S PERFORMANCE
HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE APPLICATION SERVICES OR OTHER
PRODUCTS OR SERVICES, EVEN IF DISTRIBUTOR OR ANY OF ITS PROVIDERS HAS BEEN
NOTIFIED OF THE POSSIBILITY THEREOF. CUSTOMER AGREES TO LOOK SOLELY TO
DISTRIBUTOR FOR ITS REMEDIES UNDER THIS AGREEMENT, AND THAT THE LIABILITY
LIMITATIONS SET FORTH IN THIS SECTION SHALL SURVIVE TERMINATION OF ITS
RELATIONSHIP WITH DISTRIBUTOR AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY
FAILURE OF AN EXCLUSIVE REMEDY.
6. TERMINATION.
a. Distributor/Customer Contract. Distributor may terminate this Agreement and
all rights to use Application Services and possess any related information or
material immediately upon Customer's failure to comply with any material
provision of this Agreement. Upon termination of this Agreement, Customer agrees
to return to Distributor all materials in any form related to the Proprietary
Information, specifically including documentation and all copies thereof; and
acknowledges and agrees that its obligations under any provisions which by their
content and context are intended to survive termination, including without
limitation provisions regarding the protection and security of the Proprietary
Information, shall so survive.
b. Distributor/Provider Contract. In the event of termination of the contract
between Distributor and Provider that authorizes Distributor to provide the
Application Services, Customer agrees that Provider shall continue to process
Customer's transactions for a reasonable time (not to exceed thirty (30) days),
or until such time as Customer (1) enters into an agreement with another RESX
distributor; (2) contracts directly with the Provider for the provision of
Application Services; or (3) provides notice to Provider of its desire to no
longer utilize the Application Services.
8
EXHIBIT D
TRX GENERAL TERMS AND CONDITIONS
These General Terms and Conditions are incorporated by this reference into the
RESX Distributor Agreement to