TERMS AND CONDITIONS

Limited Warranty

RMS warrants that the work performed under the customer’s purchase order and/or RMS’ applicable invoice shall be completed with due care and in accordance with industry standards. THE FOREGOING WARRANTY IS IN LIEU OF, SUBSTITUTION FOR, AND EXPRESS LIMITATION (AND CUSTOMER HEREBY WAIVES) ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, TRADE PRACTICE OR OTHERWISE, AND RMS HEREBY ANY AND ALL SUCH OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL RMS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF RMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATED TO THIS INVOICE, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. LIABILITY OF RMS ARISING FROM OR RELATED TO THIS INVOICE SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES, AND THE MAXIMUM LIABILITY OF RMS TO CUSTOMER OR ANY THIRD PARTY FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS INVOICE SHALL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENT OBLIGATIONS FOR THE INDIVIDUAL SERVICE OR SERVICES IN QUESTION OWED OR PAYABLE BY CUSTOMER TO RMS HEREUNDER.

Force Majeure

RMS shall not be liable for any failure or delay in the performance of its obligations under this Invoice if and to the extent such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God; acts of war, terrorism, riots, civil disorders, pandemics, epidemics, quarantines, embargoes and other similar government action; strikes, lockouts or similar labor disputes; malicious acts of third parties; failures of third party systems (such as telecommunications circuits) or any other similar or dissimilar cause beyond the reasonable control of a RMS, for so long as the force majeure event continues plus a reasonable recovery period thereafter.

Amendment; Waiver

These terms and conditions may only be waived, amended, modified or supplemented by a written instrument signed by an authorized representative of RMS.

Interest

Interest shall accrue on all late payments at a rate of ten percent (10%) per annum, from such payments due date until payment in full of the amount due is tendered.

Governing Law; Jurisdiction; Venue; Attorneys’ Fees

This Invoice shall be governed by and interpreted in accordance with the internal laws of the State of California. RMS and Customer hereby agree to the personal jurisdiction of the state and federal courts located in the County of San Diego, State of California, and that the exclusive venue for disputes arising out of or related to this Invoice shall be in said courts. In any suit or action arising out of or related to this Invoice, the prevailing party shall be entitled to an award of such party’s reasonable attorneys’ fees and costs of suit.