{companyName} may request from time to time that a CPAC entity ("CPAC") install (the "Installation") certain software images and data desired by Customer (collectively, the "Software") on to computer equipment to be used by Customer (the "Equipment").CPAC is willing to do so subject to the terms and conditions contained herein.
CPAC’S INSTALLATION SERVICES PROVIDED IN CONNECTION WITH THE SOFTWARE SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF SERVICE PROJECTS ON THE WEBSITE.
For good and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Customer hereby agrees as follows:
Customer hereby represents and warrants to CPAC: (a) Customer has full authority, right and power to cause the Software to be installed on the Equipment it is being installed on (including, if applicable, to cause it to be transferred from existing hardware) and to use the Software on the Equipment, either as owner, through valid and existing license agreements or otherwise; and (b) the installation and the use of the Software in the Equipment will not violate any copyright, license agreement, intellectual property right or other right affecting the Software.
Customer acknowledges and agrees that:
CPAC EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE. IN NO CASE SHALL CPAC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR CONTRACTORS BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING FROM THE SOFTWARE OR RELATED IN ANY WAY TO YOUR USE OF THE SOFTWARE.
Customer shall be solely responsible for reconstructing data stored on disk files, tapes, memories or otherwise lost during the installation of the Software. If, at any time, in the sole discretion of CPAC, CPAC determines that any representation or warranty is inaccurate, in whole or in part, CPAC may, at its option, terminate the installation of the Software or request such further assurances and security as CPAC may determine. Termination by CPAC will not release Customer of its obligation to pay for services rendered and to be rendered under its agreements with CPAC.
Customer agrees to at all times indemnify, defend and hold harmless CPAC, its affiliates and their respective directors, officers, employees and agents, from and against any and all liabilities, debts, obligations, claims, penalties, fines, demands, judgments, actions, causes of action, losses, damages, costs or expenses (including attorney fees and any other costs or expenses imposed upon or incurred in the defense, investigation or settlement of any matter which is subject to this Agreement), of any amount and nature whatsoever, incurred by or imposed upon CPAC as a result of, related to or in any way connected with or arising out of: (a) any claim made by any party that the installation of the Software violates any copyright, license or other right; (b) the inaccuracy of or breach of any representation or warranty of Customer; and (c) bodily injury or death of any person or damage to any property related to the Software or the installation of the Software.
Any failure by CPAC to assert any right hereunder shall not constitute a waiver of any other right or remedy under this Agreement. This Agreement shall be binding upon and inure to the benefit of Customer and CPAC and their respective successors and assigns. This Agreement and the representations, warranties and covenants of Customer contained herein shall survive the completion of any and all services rendered by CPAC and the payment therefor. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law rules. Any action arising out of a dispute between the Customer and CPAC shall be brought exclusively in the courts located in Orange County, California and Customer consents to the jurisdiction of the federal and state courts located in Orange County, California and submits to the jurisdiction thereof and waives the right to change venue. In the event of the invalidity or unenforceability of any provision of this Agreement under applicable law, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining portions of this Agreement.
CPAC's Configuration Center requires the following information in order to expedite every order covered by this Agreement: