Clean Connect AI, Inc.
Master Subscription Agreement
As of June 2026
1. Definitions.
1.1. “Asset(s)” means that specific Customer asset(s) described on the applicable Order Form as being monitored by the Clean Connect System.
1.2. “Authorized Location” means the facilities owned or controlled by Customer at which the Assets and Devices (if applicable) are located, as described on the applicable Order Form.
1.3. “Authorized Users” are those individuals who are Customer employees or contractors authorized by Customer to access the Hosted Platform and/or use the Clean Connect System.
1.4. “Cameras” means the third party manufactured cameras provided by Clean Connect for use to capture Asset conditions, other safety and security data, and communicate with the Hosted Platform.
1.5. “Clean Connect System” means Clean Connect’s proprietary solution configured for Customer, as described on the applicable Order Form, which will consist of one or more of the following elements: the Hosted Platform; Leased Devices and/or Purchased Devices (if applicable); and the ProveZero Platform (if applicable).
1.6. “Customer Data” means (i) as applicable, either (a) all data collected from the Assets through the Devices and uploaded to the Hosted Platform, or (b) all data collected from by Customer and provided or otherwise made available to Clean Connect for uploading to the Hosted Platform, as specified in the applicable Order Form, and (ii) all data generated from the processing of Customer Data in the course of Customer’s use of the Clean Connect System.
1.7. “Devices” means the Cameras and Edge Boxes.
1.8. “Documentation” means the user manuals and other technical documentation made generally available online by Clean Connect for its customer base for use with the Clean Connect System.
1.9. “Edge Boxes” means the edge devices provided by Clean Connect (if applicable) or by a third party that communicate with the Cameras and the Hosted Platform in order to capture conditions for the Asset(s), as well as other safety and security data.
1.10. “Hosted Platform” means Clean Connect’s proprietary hosted software solution that provides artificial intelligence driven services for environmental and safety monitoring and compliance for oil and gas, chemical and other manufacturing operations, as further described on the applicable Order Form.
1.11. “Intellectual Property Rights” means any and all copyrights, patent rights, trade secrets, trademarks, design rights, moral rights, rights of publicity, authors’ rights, contract and licensing rights, goodwill and all other forms of intellectual property rights as may exist now and/or hereafter come into existence, and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.
1.12. “Leased Devices” means any Devices leased to Customer by Clean Connect, pursuant to an Order Form, to be used solely by Customer and its Authorized Users during the lease term.
1.13. “Order Form” shall have the meaning given to such term in Section 2.
1.14. “ProveZero Platform” means Clean Connect’s proprietary platform add-on module and related software for the creation, management and sale or purchase of multimedia non-fungible tokens (“NFTs”) by marketplace participants in the number and at the prices offered and accepted by such participants.
1.15. “Purchased Devices” means any Devices purchased by Customer from Clean Connect, pursuant to an Order Form.
1.16. “Subscription Term” means the subscription term set forth in the applicable Order Form, which will begin upon the earlier of (i) initial activation of Customer’s Account for the Hosted Platform, or (ii) ninety (90) days from the date the Order Form is executed by Customer and Clean Connect.
2. Scope of Agreement; Order Forms. This Agreement sets forth the terms and conditions under which Customer may: (i) purchase licenses to the Hosted Platform, ProveZero Platform (if applicable), and Documentation from Clean Connect; (ii) lease Leased Devices from Clean Connect; (iii) purchase Purchased Devices from Clean Connect; and (iv) receive support and maintenance services from Clean Connect. The Hosted Platform, ProveZero Platform (if applicable), as well as the Authorized Locations, Assets, Device type and quantity with respect to Purchased Devices and/or Leased Devices (if applicable), Subscription Term, applicable fees, and any other applicable restrictions or limitations, will be specified in one or more order forms which incorporate this agreement by reference and are mutually executed by the parties pursuant to this Agreement (each, an “Order Form”). Each Order Form will be governed by the terms of this Agreement and the term “Agreement” herein, includes the terms of this Agreement, its Exhibits, and all Order Forms executed pursuant to this Agreement whether on or after the Effective Date. The terms on any purchase order, confirmation, or similar document submitted by Customer to Clean Connect will have no effect and are hereby rejected. During the Subscription Term of an Order Form, Customer may submit written add-on orders for additional Assets, Leased Devices, and/or Purchased Devices (if applicable) for an Authorized Location on an existing Order Form. Fees for such add-on orders will be at Clean Connect’s then-current prices, unless otherwise expressly set forth in the original Order Form. All such add-on orders must reference this Agreement and the original Order Form, and will only be considered accepted upon Clean Connect’s written confirmation. Adding new Authorized Locations requires a new mutually executed Order Form. To the extent Customer purchased any Purchased Devices, the purchase and use by Customer of such Purchased Devices, including any warranties related thereto, are subject to the additional sales terms attached hereto at Exhibit A (the “Sales Terms”). In the event of any conflict between the terms of this Agreement and the Sales Terms, the Sales Terms shall control solely with respect to the Purchased Devices.
3. Use of the Clean Connect System.
3.1. Use Rights. Clean Connect will provide (a) the Leased Devices and/or Purchased Devices (if applicable); and (b) access to the Hosted Platform for the Clean Connect System described in the applicable Order Form, in each case, for Customer and its Authorized Users to use in accordance with the terms and conditions of this Agreement. Subject to the terms and conditions of this Agreement and the applicable Order Form, Clean Connect hereby grants Customer and its Authorized Users a non-transferable, non-exclusive, non-sublicensable and limited use license during the applicable Subscription Term to:
i. Install and use the Leased Devices and/or Purchased Devices (if applicable) to monitor the Assets at the Authorized Location(s);
ii. Access and use the Hosted Platform solely for Customer’s internal business purposes to collect and process data collected from the Leased Devices or Purchased Devices (as applicable) or otherwise provided to Clean Connect for processing;
iii. Use and reproduce a reasonable number of copies of the Documentation in connection with Customer’s authorized use of the Clean Connect System;
iv. If included on an Order Form, access the functionality of the ProveZero Platform as specified in the Order Form; provided, however, Customer understands that to engage in marketing (minting) or exporting on the ProveZero Platform, such activities are subject to, and Customer will be required to agree to, the additional terms and conditions located at www.cleanconnect.ai/tos (“ProveZero Terms”), and if there is a conflict between this Agreement and the ProveZero Terms, the ProveZero Terms will control with respect to the ProveZero Platform.
3.2. Restrictions. Customer will not, and will not permit or authorize any Authorized User or other party to: (i) modify, disassemble, decompile or reverse engineer or attempt to derive the source code of the software or technology providing the Clean Connect System (except as permitted by law); (ii) disrupt or interfere with the operation, integrity or functionality of the Clean Connect System; (iii) resell, distribute, sublicense, lease, transfer or share the Clean Connect System (excluding the Purchased Devices) with or for the benefit of any third party; (iv) upload to or use the Clean Connect System to store or transmit harmful or malicious code or routines, such as viruses, trojan horses, worms, time bombs, cancel bots, or other programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or information; (v) remove, modify or otherwise tamper with proprietary notices or legends on the Clean Connect System or Documentation; (vi) attempt to probe, scan, penetrate, breach or test the vulnerability of the Clean Connect System or disable or circumvent the Clean Connect System’s security or authentication measures; (vii) use or access the Clean Connect System for the purpose of building a competitive product or service; (viii) publicly disseminate performance information or analysis (including benchmarks) relating to the Clean Connect System; or (ix) use the Clean Connect System for any unlawful purpose or in a manner which violates or infringes any laws, rules, regulations, third party intellectual property or privacy rights. Clean Connect reserves the right, without limiting any other right or remedy, to immediately suspend Customer’s Account and all Authorized Users access to and use of the Hosted Platform and ProveZero Platform (if applicable) and/or terminate this Agreement for cause if Clean Connect determines in good faith that Customer or any of its Authorized Users is engaging (or has engaged) in any of the prohibited activities set forth above or is otherwise causing immediate, material and ongoing harm to Clean Connect or its other customers.
3.3. Open Source Software. The Hosted Platform and ProveZero Platform may contain open source software which is subject to terms and conditions imposed by the licensors of such third party software, and which are available on request from Clean Connect. Customer agrees to comply with terms and conditions contained in all such third party software licenses with respect to the such open source software.
3.4. Availability. During the applicable Subscription Term, Clean Connect will make the Hosted Platform available for access by Customer and its Authorized Users as set forth in Clean Connect’s then-current Service Level Agreement, available at www.cleanconnect.ai/SLA.
3.5. Maintenance and Support. During the Subscription Term, Clean Connect will provide standard technical support and maintenance for the Hosted Platform, ProveZero Platform (if applicable), [and the Leased Devices (if applicable)] to Customer during Clean Connect’s standard business hours (currently Monday-Friday 9am-5pm Mountain Time, excluding holidays). Clean Connect may modify the features and functionality of the Hosted Platform and ProveZero Platform (if applicable) from time to time. For the Hosted Platform, Clean Connect will automatically provide any error corrections or other maintenance modifications and updates to Customer’s Account. The foregoing maintenance and support obligations do not (a) include provision of any add-on products, features, enhancements or services which Clean Connect may make available on a commercial basis to its customer base for additional fees; or (b) apply with respect to any Purchased Devices.
4. Customer Responsibilities.
4.1. Account Management. Customer will be provided an account (“Account”) on the Hosted Platform through which Customer can manage access by its Authorized Users. Customer and its Authorized Users agree to: (i) provide accurate, current and complete Account information; (ii) maintain the security of any passwords and not share passwords with any other person; and (iii) immediately notify Clean Connect of any unauthorized use of Customer’s Account or any other breach of security in relation to the Clean Connect System known to Customer. Customer is solely and entirely liable for all activities conducted through Customer’s Account and for ensuring that all Authorized Users are aware of and comply with the terms and conditions of this Agreement.
4.2. Installation; Certification. Customer is responsible for, establishing an internet connection and setting up the Devices (if applicable) for Customer’s Assets at the Authorized Location in accordance with the Documentation either on its own or by contracting with an authorized Clean Connect integration provider. If Customer does not purchase or lease Edge Boxes from Clean Connect, Customer is also responsible for providing its own Edge Boxes. Customer is responsible for obtaining, maintaining, and supporting all internet access, computer hardware, and other third party software or services needed to access and use the Clean Connect System. Customer will implement appropriate safeguards and controls on the Edge Boxes (if applicable) and Customer’s other computer systems and networks to protect the security and prevent unauthorized access to the Clean Connect System. Customer shall, at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the use of the Devices and the purchase or lease (as applicable) thereof.
4.3. Third Party Services. Customer acknowledges that the Clean Connect System may include features or functionality that interoperate with services operated by third parties (“Third Party Services”) and Customer is responsible for ensuring that Customer’s use of the Clean Connect System in connection with such Third Party Services complies with any policies, terms and rules applicable to such Third Party Services. Customer acknowledges such Third Party Services may be modified, suspended or discontinued at any time by a Third Party Service provider, and that Clean Connect will not be liable to Customer for any such modification, suspension, or discontinuance.
4.4. Customer Data. If the Order Form specifies that, instead of using any Devices to transmit Customer Data to Clean Connect for processing, Customer will provide all Customer Data to Clean Connect in the agreed upon format of data files via file transfer protocol, then Customer shall be responsible for providing such Customer Data in the format specified in the Order Form or otherwise agreed upon and in accordance with Clean Connect’s instructions.
5. Leased Device Delivery. This Section shall not apply with respect to any Purchased Devices, which are governed by the Sales Terms. Clean Connect shall deliver the Leased Devices (if applicable) ordered promptly after the effective date of the applicable Order Form (or Clean Connect’s acceptance of an add-on order, as described below), using reasonable commercial efforts to deliver within ten (10) business days of such order placement. All Leased Device orders (if applicable) shall be shipped from Clean Connect’s facility or the facility of its contract manufacturer to Customer’s Asset as designated in the applicable Order Form, and risk of loss will pass to Customer upon acceptance. In the absence of specific shipping instructions from Customer, Clean Connect will choose the method of shipment in its discretion. Customer will pay all freight, insurance, and other shipping expenses. Customer will have 15 days from delivery to inspect the applicable Leased Devices and either accept or reject such Leased Devices. Such Leased Devices will be deemed accepted upon (1) Customer’s affirmative acceptance; or (2) Customer’s failure to reject such Leased Devices within said 15-day period. Rejected Leased Devices will be replaced or repaired, at Customer’s discretion, at Clean Connect’s sole cost. If applicable, the Leased Devices are only provided to Customer for use as part of the Clean Connect System during the Subscription Term and provision of such Leased Devices to Customer is a bailment. Customer shall maintain such Leased Devices in good working order and shall be solely responsible for loss or damage to such Leased Devices, and maintain insurance policies with sufficient coverage for such Leased Devices.
6. Fees and Payments.
6.1. Fees. Customer agrees to pay all subscription fees set forth in the Order Form to Clean Connect for the Hosted Platform, ProveZero Platform, and Leased Devices (“Subscription Fees”). All fees are quoted in the United States dollars and all fees for the Clean Connect System are non-cancellable and once paid are non-refundable except as otherwise expressly stated herein.
6.2. Payment Terms. Invoiced Subscription Fees are due net thirty (30) days from the date of Customer’s receipt of Clean Connect’s invoice, except as otherwise provided in this Section. If (i) an Order Form specifies that Customer is leasing or purchasing a committed minimum number of Cameras from Clean Connect, to be delivered no later than specified dates over the duration of the Subscription Term (whether under the initial Order Form or under subsequent Order Forms relating to the initial Order Form) and (ii) Customer does not authorize and/or accept the delivery of a Camera or Cameras on or before such committed delivery date(s), then Clean Connect may invoice, and Customer shall be obligated to pay, the full amount of the Purchase Price (as defined in the Sales Terms) or Subscription Fees for the entire subscription period set forth on the applicable Order Form for the Cameras. Any sums not paid to Clean Connect when due hereunder shall accrue interest daily at the lesser of a monthly rate of one percent (1%) or the highest rate permissible by law on the unpaid balance until paid in full. If Customer orders the Clean Connect System(s) through a reselling entity, such entity is acting as Customer’s billing agent for payments due under this Agreement, and any non-payment by the reselling entity will be deemed a non-payment by Customer.
6.3. Taxes. Customer will pay or reimburse Clean Connect for all sales, use, value-added and other taxes (except taxes on Clean Connect’s net income), and all customs, duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the lease of the Leased Devices (if applicable) and/or access to the Hosted Platform and ProveZero Platform (if applicable) to Customer, or upon payments to Clean Connect under this Agreement.
7.1. Clean Connect Proprietary Rights. Clean Connect and its licensors own and retain all rights, title and interest in and to all Intellectual Property Rights in the Clean Connect Hosted Platform, ProveZero Platform, and Documentation, including all improvements, modifications, enhancements, analytics or derivative works of or included with the foregoing. The Leased Devices (if applicable) are only provided to Customer as a bailment for use as part of the Clean Connect System during the Subscription Term, and title or ownership in such Leased Devices will be retained by Clean Connect. Customer shall promptly notify Clean Connect of any claim, which may be adverse to Clean Connect’s interest in the Hosted Platform, ProveZero Platform, Documentation, or Leased Devices. Any rights not expressly granted under this Agreement are reserved by Clean Connect and its licensors.
7.2. Customer Data. As between the parties, Customer owns and retains all rights, title and interest in and to all Intellectual Property Rights in the Customer Data. Customer grants to Clean Connect, a worldwide, limited term license to access, use, host, reproduce, modify, distribute and display the Customer Data for the purpose of providing the Clean Connect System on Customer’s behalf. To the extent any personally identifiable information or third party data is included with the Customer Data, Customer shall acquire all necessary rights and licenses for Customer to share such Customer Data with Clean Connect. Customer acknowledges and agrees Clean Connect may also use the Customer Data on an aggregated and anonymous basis to improve and enhance Clean Connect’s systems, algorithms, products and services so long as such data does not include any personally identifiable information or Customer-specific information.
7.3. Feedback. If Customer provides Clean Connect with any suggestions, requests, corrections or other feedback relating to the Clean Connect System (“Feedback”), Customer hereby grants to Clean Connect a worldwide, perpetual, irrevocable, royalty-free, transferable, non-exclusive right to freely disclose, reproduce, distribute, sublicense, modify, exploit and otherwise use and commercialize the Feedback in connection with Clean Connect’s business and include such Feedback in the Clean Connect System, and other Clean Connect products and services, without any obligations or restrictions.
8. Confidential Information. “Confidential Information” means information that is disclosed by one party hereunder (“Disclosing Party”) to the other party (“Receiving Party”) that relates to the Disclosing Party’s past, present, and future research, development, business activities, products, services, methodologies and technical knowledge, whether commercial, financial, technical, strategic, proprietary or otherwise which is contained in any form whatsoever and which has been identified or otherwise designated confidential or proprietary to the Disclosing Party or which by its nature could reasonably be expected to be confidential under the circumstances in which it is disclosed. The Confidential Information of Clean Connect shall also include the Hosted Platform, ProveZero Platform, Documentation and the terms of this Agreement. Confidential Information shall not include information which a Receiving Party is able to demonstrate: (1) is known publicly at the time of disclosure; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the Receiving Party, subsequent to disclosure by the Disclosing Party; (4) the Receiving Party becomes aware of, from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; or (5) was developed independently by the Receiving Party without use of the Disclosing Party’s Confidential Information and by persons without access to such Confidential Information. Each party agrees: (a) to keep confidential all Confidential Information of the other party; (b) not to use or disclose the other party’s Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information), and to make Confidential Information available to authorized persons only on a “need to know” basis. All such authorized persons who have access to the other party’s Confidential Information must have a written confidentiality agreement with the Receiving Party that is no less restrictive than the terms contained herein. Notwithstanding the foregoing, this Section 8 will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or regulation provided that the Receiving Party first provides the Disclosing Party with prompt written notice of such requirement (provided such notice is legally permissible) and reasonable cooperation to the Disclosing Party (at the Disclosing Party’s expense) should it seek protective arrangements for the production of such Confidential Information. Receiving Party acknowledges that any breach of its obligations hereunder to protect the Confidential Information of Disclosing Party may cause immediate and irreparable injury to Disclosing Party, and in the event of any such breach, Disclosing Party will be entitled to seek injunctive relief in addition to any and all other remedies available at law or in equity.
9. Warranty and Disclaimers.
9.1. Functional Warranty. During the applicable Subscription Term, Clean Connect warrants to Customer that the Hosted Platform, ProveZero Platform (if applicable), and the Leased Devices (if applicable), will operate substantially in conformance with the functions and features described in the applicable Documentation when used in accordance with such Documentation and this Agreement. As Customer’s sole and exclusive remedy for any warranty breach, Clean Connect shall use commercially reasonable efforts to correct any non-conformances which have been brought to Clean Connect’s support team’s attention. The above remedy is available only if Clean Connect is promptly notified in writing of the non-conformance, and in sufficient detail for the non-conformance to be reproducible by Clean Connect. These limited warranties are void if Clean Connect determines a non-conformance was caused by: (i) Customer Data, Third Party Services, Customer-provided equipment, or any other material or software not furnished by Clean Connect, including without limitation failure of Customer-provided equipment to meet the technical requirements set forth in the Documentation; (ii) any alteration or modification of the Hosted Platform or the Leased Devices (if applicable) made by Customer or any third-party; or (iii) accident, abuse or misuse, or any other use of Hosted Platform or Leased Devices (if applicable) not consistent with this Agreement, the applicable Order Form, and/or applicable Documentation. If Clean Connect determines that a faulty Leased Device is the source of the non-conformance, then (a) Clean Connect shall notify Customer of such determination; (b) Customer shall submit a request for a Return Material Authorization (“RMA”) after receipt of such notice; (c) Clean Connect shall issue a RMA to Customer within three business days from receipt of such request; and (c) after Clean Connect receives tracking confirmation that Customer has shipped the noncompliant Leased Device, Clean Connect will ship a replacement for the noncompliant Leased Device.. For the avoidance of doubt, the warranty provided in this Section and any remedies set forth in this Section for breach of such warranty, shall not apply to Purchased Devices, and any warranties and remedies with respect to Purchased Devices shall be solely as expressly set forth in the Sales Terms.
9.2. Disclaimer. Except as expressly provided in Section 9.1 above, the Hosted Platform, ProveZero Platform (if applicable), Leased Devices (if applicable), and related Documentation are provided to Customer on an “AS IS” basis and without warranty. CLEAN CONNECT makes no warranty that the HOSTED PLATFORM AND PROVEZERO PLATFORM will be provided uninterrupted or error-free. CLEAN CONNECT DOES NOT MAKE ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF CUSTOMER DATA COLLECTED OR TRANSMITTED; COMPATIBILITY OR INTEROPERABILITY OF THE HOSTED PLATFORM OR PROVEZERO PLATFORM (IF APPLICABLE) WITH CUSTOMER’S SYSTEMS, INCLUDING WITHOUT LIMITATION THIRD PARTY SERVICES; OR FOR THE QUALITY OR EFFECTIVENESS OF ANY ALERTS OR OTHER COMMUNICATIONS MADE THROUGH THE HOSTED PLATFORM, PROVEZERO PLATFORM, AND/OR LEASED DEVICES. ANY ALERTS TRANSMITTED VIA THE HOSTED PLATFORM, PROVEZERO PLATFORM, AND/OR LEASED DEVICES ARE BASED ON PRE-DETERMINED CHARACTERISTICS AND PARAMETERS, AND NOT A SUBSTITUTE FOR CUSTOMER’S EXERCISE OF REASONABLE JUDGMENT OR CUSTOMER’S OTHER SAFETY AND SECURITY SYSTEMS. CLEAN CONNECT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE HOSTED PLATFORM, PROVEZERO PLATFORM, LEASED DEVICES, AND RELATED DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10.1. By Clean Connect. Clean Connect will defend, and hold harmless Customer, and its respective subsidiaries, affiliates, officers, from any third party claim or suit against Customer based on a claim that the technology used to provide the Hosted Platform or the authorized use of the Leased Devices (if applicable) infringes any United States patent, copyright, trademark or trade secret and Clean Connect shall pay any final judgment entered against Customer in any such proceeding or agreed to in settlement. If Customer’s use of the Hosted Platform or Leased Devices is, or is likely, in Clean Connect’s reasonable determination, to be enjoined, Clean Connect may, without limiting its indemnity obligations hereunder, procure the right for Customer to continue to use the Hosted Platform or Leased Devices, as applicable, or make modifications thereto in a manner that has materially equivalent functionality so as to avoid such injunction. If the foregoing options are not available on commercially reasonable terms and conditions, Clean Connect may terminate the Agreement upon written notice and refund to Customer on a pro-rata basis any pre-paid subscription fees attributable to the unused portion of the Subscription Term for the applicable Order Form. Clean Connect will not be responsible for any infringement claims to the extent they are based upon (i) the use of Customer Data, Third Party Services, Customer-provided equipment, or any other material or software not furnished by Clean Connect, including use of the foregoing in combination of the Clean Connect System, where such claim would not have arisen but for such use or combination; (ii) the alteration or modification of the Leased Devices (if applicable) made by or for Customer without Clean Connect’s written consent, if such infringement would have been avoided in the absence of such alteration or modification; (iii) any other use of the Clean Connect System outside the scope of the applicable Documentation, Order Form, or this Agreement; or (iv) any action or omission of Customer for which Customer is obligated to indemnify Clean Connect under Section 10.2 below. THIS SECTION 10.1 STATES CLEAN CONNECT’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT AND MISAPPROPRIATION CLAIMS BASED ON THE CLEAN CONNECT SYSTEM.
10.2. By Customer. Customer shall indemnify, defend, and hold harmless Clean Connect and its respective subsidiaries, affiliates, officers, from any third party claim or suit against Clean Connect based on a claim: (i) arising out of Customer’s use of the Clean Connect System in breach of Sections 3.1 or 3.2 of this Agreement or which violates any applicable laws, rules, regulations; or (ii) alleging that the access, use or provision of any Customer Data violates any applicable law, regulation or the proprietary rights of others when used by Clean Connect as permitted hereunder.
10.3. Indemnification Procedure. The party seeking indemnity (“Indemnified Party“) will give the party from whom indemnity is sought (“Indemnifying Party“) timely written notice of the claim for which indemnity is sought and control of the disposition thereof; provided, that failure to give timely notice will not relieve the Indemnifying Party of its obligations except to the extent that such untimely notice materially impairs the Indemnifying Party’s ability to defend such claim. The Indemnified Party will cooperate with the Indemnifying Party’s reasonable requests (at the Indemnifying Party’s expense) in connection with the defense and settlement of such claim. Neither party will settle any claim for which indemnity is sought unless: (i) such settlement includes an unconditional release of the Indemnified Party from all liability on the claim, or (ii) the Indemnified Party gives its prior written consent, not to be unreasonably withheld.
11. Limitation of Liability. EXCEPT IN THE EVENT OF WILLFUL MISCONDUCT, MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT UNDER ANY CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THE USE AND/OR INABILITY TO USE THE HOSTED PLATFORM, PROVEZERO PLATFORM, LEASED DEVICES, AND/OR RELATED DOCUMENTATION, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS THE AGGREGATE LIABILITY OF either party ARISING IN CONNECTION WITH THE USE AND/OR INABILITY TO USE THE HOSTED PLATFORM, PROVEZERO PLATFORM, LEASED DEVICES, AND/OR RELATED DOCUMENTATION, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, STRICT LIABILITY, AND/OR OTHER TORT, SHALL IN NO EVENT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER FOR THE TWELVE MONTH PERIOD PRECEDING THE INITIAL CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING IN THE FOREGOING TO THE CONTRARY, WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, A PARTY’S LIABILITY IN THE AGGREGATE SHALL NOT EXCEED THREE TIMES THE AMOUNT OF SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER FOR THE TWELVE MONTH PERIOD PRECEDING THE INITIAL CLAIM. This Section 11 on limitation of liability and Section 9.2 on the disclaimer of warranties allocate the risks in the Agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties.
12. Term and Termination.
12.1. Term. This Agreement will commence on the Effective Date and will continue so long as there are active Order Form(s) in place between the parties. Each Order Form shall continue for the duration of the Subscription Term set forth therein and, regardless of any language in an Order Form to the contrary, shall not automatically renew or otherwise continue past the Term set forth therein absent mutual written agreement of the parties.
12.2. Termination for Breach. If either party fails to materially comply with any provision of this Agreement or any Order Form, the other party may provide written notice to the breaching party and if the breaching party fails to cure such default within thirty (30) days, then this Agreement will terminate and Customer shall immediately cease use of the Clean Connect System.
12.3. Effects of Termination. Upon the termination or expiration of this Agreement for any reason, all licenses granted under this Agreement shall be terminated and Customer will return all Leased Devices (if applicable) to Clean Connect in accordance with Clean Connect’s instructions and RMA procedures. Each party will promptly return or destroy (and certify such destruction in writing) any Confidential Information of the other party. Clean Connect will provide Customer limited access to its Account for the Hosted Platform in order to retrieve and download the Customer Data stored in the Hosted Platform for up to thirty (30) days after the expiration or termination of this Agreement. The provisions of Sections 3.2, 3.3, 4.3, 6 (solely with respect to accrued but unpaid amounts), 7, 8, 9.2, 10, 11, 12.3, 13, 14, 15, 16, and 17 of this Agreement and Sections 2.3, 2.4, 3.23.2, 4 (solely with respect to accrued but unpaid amounts), 5, 6.2, 7, and 8 of the Sales Terms shall survive termination or expiration of this Agreement.
13. Export. Customer acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical data of United States origin, including components of the Clean Connect System. Customer agrees that it will not export or re-export all or any part of the Clean Connect System without the appropriate United States or foreign government licenses. Without limiting the foregoing, (i) Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) Customer shall not permit access or use of the Clean Connect System in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which the Authorized Location is located.
14. Force Majeure. Other than for payment of money, a party shall be excused from any delay or failure in performance due to any labor dispute, government requirement, act of God, earthquake, fire, civil unrest, act of terror, epidemic, pandemic, internet congestion or failures, or any other cause beyond its reasonable control. Such party shall use commercially reasonable efforts to cure any such failure or delay and shall timely advise the other party of such efforts. If such delay continues for more than sixty (60) days, either party may, with no less than ten (10) days’ prior written notice, terminate this Agreement.
15. Assignment. This Agreement is not assignable or transferable, in whole or in part, by either party without the other party’s prior written consent; provided, however, either party may assign the Agreement to any of its corporate affiliates or to a successor as a result of merger, consolidation, acquisition or sale of all or substantially all of such party’s assets so long as the assignee agrees in writing to assume all obligations and liabilities of the assigning party hereunder. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns.
16. Government Rights. The ProveZero Platform (if applicable) and Hosted Platform (and their underlying software) and any Documentation licensed to Customer under this Agreement are “commercial computer software” as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.
17. Miscellaneous. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. This Agreement will be governed by the laws of the State of Delaware, excluding conflicts of law principles, and all suits hereunder will be brought solely in federal court for the District of Delaware, or if that court lacks subject matter jurisdiction, in the Newcastle County Court. Invalidity of any provision of this Agreement shall not affect the validity of the remaining provisions of this Agreement. Unless specified otherwise herein, all notices must be in writing and addressed to the address set forth on the signature page of this Agreement, and will be deemed given: (a) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (b) 24 hours after transmission or upon confirmation of receipt, whichever occurs first, if sent by email. This Agreement, along with any and all Order Form(s) entered into hereunder, and if applicable, the Sales Terms, completely and exclusively states the agreement between Customer and Clean Connect regarding its subject matter and supersedes, and its terms govern, all prior proposals, agreements, or other communications between Customer and Clean Connect, oral or written, regarding such subject matter. This Agreement may be executed in one or more counterparts, including by electronic transmission, each of which will be deemed an original copy of this Agreement, and all of which, taken together, will be deemed to constitute one and the same agreement. This Agreement shall not be modified except by a subsequently dated written amendment signed by the duly authorized representative of each party. This Agreement is not intended to grant rights to anyone except Customer and Clean Connect, and in no event shall this Agreement create any third party beneficiary rights, nor be interpreted or construed to confer any rights or remedies on or to any third parties. No waiver of any right or remedy hereunder with respect to any occurrence or event on one occasion shall be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion. In the event of a conflict between the terms of this Agreement and any Order Form or add-on order, the terms of this Agreement shall control except for a mutually signed Order Form in which the parties specifically identify their intent to amend this Agreement for the purposes of such Order Form. This Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
EXHIBIT A
Clean Connect
Sales Terms and Conditions
1. Applicability. These Sales Terms and Conditions (these “Terms”) are incorporated into and made a part of the Master Subscription Agreement to which these Terms are attached (the “MSA”) and apply to all quotations, order forms, purchase orders, and acknowledgments relating to sales of Purchased Devices by Clean Connect to Customer in connection with Customer’s use of the Clean Connect System provided under the MSA. In the event of any conflict between the terms of these Terms and the MSA, these Terms shall control solely with respect to the Purchased Devices. Acceptance of any Customer purchase order by Clean Connect is made only on the express condition that these Terms shall govern. Clean Connect’s failure to object to provisions contained in any communication from Customer will not be deemed a waiver of any provision herein. Any additional or different terms proposed by Customer are hereby deemed material, are objected to, and are rejected by Clean Connect unless specifically accepted in a hand-signed writing by an authorized representative of Clean Connect. Capitalized terms not otherwise defined herein shall have the meaning given to them in the MSA
2. Orders.
2.1. Order Submission by Customer.
(a) Sales Quote. With respect to each sale of Purchased Devices, Clean Connect will provide a quote for Customer’s purchase of the Purchased Devices (“Sales Quotation”) to Customer containing a description of the Purchased Devices offered to Customer, and the applicable pricing, quantity ordered, delivery destination, estimated shipment date, and other terms. Each order of Purchased Devices will be subject to these Terms and any additional terms expressly contained in the applicable Sales Quotation.
(b) Order Forms. Upon Customer’s execution of the Sales Quotation, or Clean Connect’s approval and acceptance of Customer’s submission of a purchase order referencing the Sales Quotation in accordance with Section 2.1(c), or the parties’ mutual execution of an order form or similar ordering document referencing the Sales Quotation in each case, such document shall be deemed an “Order Form”.
(c) Purchase Order Submissions & Approval. Customer acknowledges that where a purchase order is submitted by or on behalf of Customer in response to a Sales Quotation, such purchase orders are subject to approval and acceptance by Clean Connect, which shall be deemed to occur on the earlier of (a) Clean Connect’s written acknowledgement of the purchase order, (b) Clean Connect’s issuance of an invoice to Customer for the purchase of the Purchased Devices, or (c) the delivery of the Purchased Devices to Customer. All other purchase orders shall be deemed accepted and approved upon execution by both parties, upon which, such purchase order shall be deemed an Order Form.
2.2. Cancellations. Signed Order Forms may not be cancelled by Customer, except with the agreement in writing of Clean Connect, and provided that Customer indemnifies Clean Connect in full against all loss (including without limitation loss of profit), costs (including without limitation the cost of all labor and materials used), damages, charges and expenses incurred by Clean Connect as a result of cancellation.
2.3. Changes. Clean Connect reserves the right (but does not assume the obligation) to make any changes in the specifications for the Purchased Devices which are required to conform with any applicable legislation or, where the Purchased Devices are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.
3.1. Shipping Terms. All Purchased Devices will be packed for shipment at Clean Connect’s facility or its authorized subcontractors’ or distributors’ facilities and delivered using Clean Connect’s standard methods for packaging and shipping to Customer or its carrier agent (the “Delivery Point”), at which time risk of loss will pass to Customer. Title to any Purchased Devices passes to Customer upon payment in full therefor by Customer. Clean Connect may make partial shipments, to be separately invoiced and paid for when due. Clean Connect will use reasonable efforts to meet Customer’s requested delivery schedules for Purchased Devices, but delay in delivery of any installment shall not relieve Customer of its obligation to accept the remaining deliveries. Upon delivery of all or part of any Purchased Devices to the Delivery Point, such sales will be deemed final.
3.2. Security. As collateral security for the payment of the Purchase Price (as defined in Section 4.1 below), Customer hereby grants to Clean Connect a lien on and security interest in and to all of the right, title, and interest of Customer in, to, and under the Purchased Devices, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Uniform Commercial Code.
3.3. Delivery. Delivery dates and Purchased Devices availability as set forth in the Sales Quotation or as otherwise communicated to Customer are estimates only. Clean Connect will make reasonable efforts to deliver in accordance with these dates; however, Clean Connect will not be liable for failure to deliver as estimated. The Purchased Devices may be delivered by Clean Connect in advance of the quoted delivery date by giving reasonable notice to the Customer. Clean Connect may deliver the Purchased Devices in separate installments. Customer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Purchased Devices at Customer’s shipping address specified in the Sales Quotation. Customer is responsible for fees associated with not taking timely delivery of the Purchased Devices, such as storage fees.
4.1. Purchase Price. The purchase price for Purchased Devices (“Purchase Price”) will be as set forth in the applicable Sales Quotation, which is valid for a period of 30 days, or such other period specified therein.
4.2. Payment.
(a) Invoices. Clean Connect will invoice Customer at the cadence set forth on the Order Form. The invoice will state the Purchase Price for all Purchased Devices plus any freight, Taxes (as defined below), or other applicable costs paid by Clean Connect to be reimbursed by Customer.
4.3. Taxes. Unless otherwise stated in the applicable Sales Quotation, Purchase Prices do not include, and are net of, any governmental taxes, including but not limited to national, state, or local sales, value added and use taxes, customs duties and other governmental assessments (“Taxes”). If all or any part of any payment owed to Clean Connect under these Terms is withheld, based upon a claim that such withholding is required pursuant to the tax laws of any country or its political subdivisions and/or any tax treaty between the U.S. and any such country, such payment shall be increased by the amount necessary to result in a net payment to Clean Connect of the amounts otherwise payable under these Terms. Customer will be solely responsible for payment of all such Taxes and will indemnify and hold Clean Connect harmless in the event of any claim related to Taxes.
4.4. Shipping Fees. Customer will pay all delivery, packaging, packing, shipping, carriage, and insurance expenses. Unless otherwise stated in the applicable Sales Quotation, Purchase Prices are exclusive of such expenses, and such expenses shall be added to the Purchase Price on the applicable invoice.
5.1. Clean Connect Software and Proprietary Rights. Nothing in these Terms conveys or grants to Customer any express or implied rights, licenses, title or interest in or to any Clean Connect software that is pre-loaded, pre-installed, or otherwise installed or used on or in connection with the Purchased Devices (hereinafter, the “Clean Connect Software”). For as long as any Clean Connect Software is installed or deployed on the Purchased Devices, Customer shall keep the Purchased Devices free from all liens, attachments, encumbrances or judicial processes and shall not act, or fail to act, in any manner inconsistent with Clean Connect’s rights, title and interest in and to the Clean Connect Software, including, but not limited to, not transferring, selling, assigning, sublicensing, pledging, or otherwise disposing, encumbering, or suffering a lien or encumbrance upon or against any interest in the Purchased Devices without Clean Connect’s prior written consent. The Customer acknowledges that all intellectual property rights used by or subsisting in the Purchased Devices are and shall remain the sole property of Clean Connect or (as the case may be) the applicable third party rights owner.
5.2. Third Party Software. The Purchased Devices may contain certain third party software components, including, open source software, which are subject to certain third party licenses (collectively, “Third Party Software”). Such third party licenses are either provided to Customer at the time of sale or are provided to Customer in the form of a click wrap agreement upon deployment of the Purchased Devices. Customer agrees to comply with the terms and conditions of any license or other terms and conditions with respect to the Third Party Software.
6. Limited Warranty.
6.1. Limited Warranty. Subject to the terms and conditions herein, Clean Connect warrants to Customer that the Purchased Devices will be free from defects in material and workmanship under normal use and service for a period of two years from the date of shipment of the Purchased Devices to Customer (the “Warranty Period”); provided that, for the entire duration of the Warranty Period, Customer maintains an active subscription to the Clean Connect Software under the MSA. For the avoidance of doubt, the Warranty Period shall automatically terminate upon any termination or expiration, for any reason of: (a) Customer’s subscription to the Clean Connect System, or (b) the MSA. Clean Connect will use commercially reasonable efforts to pass through to Customer the applicable warranty from the applicable third party manufacturer of any Purchased Devices. This limited warranty (i) applies only to Purchased Devices purchased directly from Clean Connect or through its authorized partners; (ii) is non-transferable unless otherwise approved in writing by Clean Connect; and (iii) shall be void if the Purchased Device’s serial number has been removed, altered, or defaced.
6.2. Exclusions. The limited warranty under Section 6.1 does not apply, and Clean Connect shall have no responsibility, obligations, or liability of any kind, where: (a) the Purchased Devices have been subjected to abuse, misuse, neglect, negligence, accident, abnormal physical stress or environmental conditions, use or operation contrary to any instructions issued by Clean Connect or contrary to these Terms, the MSA, the applicable Order Form, and/or the Documentation for the Purchased Devices, or improper testing, installation, storage, handling, repair, or maintenance, including, but not limited to, exposure to environmental conditions beyond those specified in applicable Documentation; (b) the Purchased Devices have been reconstructed, repaired, altered, or serviced by anyone other than Clean Connect or its authorized representative; (c) the Purchased Devices have been used with any third-party product, hardware, integration, system, or component that has not been previously approved in writing by Clean Connect; (d) the Purchased Devices have been damaged or rendered defective by the use of parts not manufactured or sold by Clean Connect; (e) nonconformance of the Purchased Devices was caused by Third Party Software or Third Party Services; (f) the nonconformance of the Purchased Devices is solely cosmetic in nature and does not affect the functionality thereof; or (g) the Purchased Devices have been damaged due to electrical surges, fire, flood, excessive heat, or other external events or factors beyond Clean Connect’s control. In addition, the limited warranty under Section 6.1 expressly excludes any spare parts, consumables, or components that have predefined operational lifetimes, runtime hour limitations, duty cycles, or service intervals, including but not limited to cooled cameras, sensors, optical components, or similar subcomponents. Such components are governed by their respective specifications as set forth in applicable datasheets or technical documentation and are considered normal wear items. Failure of such components after the expiration of their rated operational lifecycle shall not constitute a defect in materials or workmanship and shall not be covered under the limited warranty provided in Section 6.1.
6.3. Remedy. During the Warranty Period: (a) Customer shall notify Clean Connect, in writing, of any alleged warranty claim detailing the alleged non-conformance, in sufficient detail for the non-conformance to be reproducible by Clean Connect (including without limitation, proof of purchase, serial number, and any reasonably requested diagnostic information, including installation details, or system logs), within 30 days from the date Customer discovers, or upon reasonable inspection should have discovered, such alleged claim (but in any event before the expiration of the applicable Warranty Period); (b) if Clean Connect determines that a faulty Purchased Device is the source of the nonconformance, then (i) Clean Connect shall notify Customer of such determination; (ii) Customer shall submit a request for an RMA after receipt of such notice; (iii) Clean Connect shall issue a RMA to Customer within three business days from receipt of such request; (iv) after Clean Connect receives tracking confirmation that Customer has shipped the noncompliant Purchased Device, Clean Connect will ship a replacement for the noncompliant Purchased Device; and (v) if Clean Connect reasonably determines that such Purchased Device is not defective, Customer shall pay the cost of the replacement Purchased Device, and Clean Connect shall ship the original Purchased Device back to Customer. Clean Connect shall have no obligation to accept return of any Purchased Devices for which Clean Connect has not issued an RMA. Any replacement Purchased Devices will be warranted solely for the remainder of the original Warranty Period or ninety (90) days from the date of replacement, whichever is longer. Customer has no right to return for repair, replacement, credit, or refund any Purchased Devices except as set forth in this Section 6.3. In no event shall Customer reconstruct, repair, alter, or replace any Purchased Devices, in whole or in part, either itself or by or through any third party. THIS SECTION 6.3 SETS FORTH THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND CLEAN CONNECT’S ENTIRE LIABILITY AND OBLIGATION FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN 7.1.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1 ABOVE, (A) THE PURCHASED DEVICES AND DOCUMENTATION THEREFOR ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS AND WITHOUT WARRANTY; (B) CLEAN CONNECT DOES NOT MAKE ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY OR EFFECTIVENESS OF ANY ALERTS OR OTHER COMMUNICATIONS MADE THROUGH THE PURCHASED DEVICES, AND ANY ALERTS TRANSMITTED VIA THE PURCHASED DEVICES ARE BASED ON PRE-DETERMINED CHARACTERISTICS AND PARAMETERS, AND NOT A SUBSTITUTE FOR CUSTOMER’S EXERCISE OF REASONABLE JUDGMENT OR CUSTOMER’S OTHER SAFETY AND SECURITY SYSTEMS; AND (C) CLEAN CONNECT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE CLEAN CONNECT SYSTEM, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL (A) CLEAN CONNECT’S CUMULATIVE LIABILITY UNDER THESE TERMS AND CONDITIONS EXCEED THE AMOUNT PAID FOR THE PURCHASED DEVICES TO WHICH THE CUSTOMER’S CLAIM RELATES; OR (B) CLEAN CONNECT HAVE ANY OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, OR FOR ANY LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE PURCHASED DEVICES OR DOCUMENTATION THEREFOR, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THESE TERMS OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES AND AGREES THAT CLEAN CONNECT’S AFFILIATES AND SUPPLIERS SHALL NOT HAVE ANY LIABILITY UNDER THESE TERMS.