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<br /> disclosure under this subparagraph (iv), Customer shall 847 Entire Agreement This Agreement constitutes the
<br /> provide MORPHO with reasonable notice prior to disclosure entire agreement and supersedes any and all prim agreements
<br /> and provide such assistance as MORPHO may reasonably between MORPHO and Customer with regard to MORPHO
<br /> request to challenge or narrow the scope of such disclosure. providing maintenance services fa the Equipment and Software.
<br /> No amendment, modification, or waiver of this Agreement will be
<br /> Section IL Miscellaneous valid unless set forth in a written instrument signed by the party
<br /> &I Disclaimer. THIS IS A SERVICES AGREEMENT. to be bound.
<br /> MORPHO DOES NOT MAKE, AND HEREBY DISCLAIMS,
<br /> ANY AND ALL WAR-RANTIES, EXPRESS OR IMPLIED,
<br /> ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
<br /> REPAIR, REPLACEMENT, CORRECTION, UPDATE,
<br /> UPGRADE, SERVICE OR OTHER ITEM FURNISHED BY OR
<br /> ON BEHALF OF MORPHO UNDER THIS AGREEMENT
<br /> (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
<br /> WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
<br /> PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY
<br /> ARISING FROM COURSE OF PERFORMANCE, COURSE OF
<br /> DEALING OR USAGE OF TRADE.)
<br /> 8.2 Excused Performance. MORPHO will not be
<br /> responsible for or be considered to be in breach of a default
<br /> under this Agreement on account of any cause beyond
<br /> MORPHO's reasonable control or not occasioned by MORPHO's
<br /> fault or negligence (including, but not limited to, MORPHO's
<br /> inability, after due and timety diligence, to procure materials,
<br /> parts, equipment, or services).
<br /> 8.3 LIMITATIONS OF LIABILITY. MORPHO'S
<br /> LIABILITY (WHETHER IN CONTRACT, TORT, OR
<br /> OTHERWISE, AND NOTWITHSTANDING ANY FAULT,
<br /> NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY
<br /> OF MORPHO) WITH REGARD TO ANY REPAIR,
<br /> REPLACEMENT, CORRECTION, UPDATE, UPGRADE,
<br /> SERVICE OR OTHER ITEM FURNISHED OR TO BE
<br /> FURNISHED UNDER THIS AGREEMENT WILL NOT EXCEED
<br /> THE AMOUNT PAID BY CUSTOMER TO MORPHO FOR
<br /> SUCH ITEM. FURTHER, MORPHO WILL NOT IN ANY EVENT
<br /> BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
<br /> CONSEQUENTIAL, OR INDIRECT DAMAGES, OR FOR LOSS
<br /> OF REVENUE, LOSS OF BUSINESS, OR OTHER FINANCIAL
<br /> LOSS, ARISING OUT OF OR IN CONNECTION WITH ANY
<br /> REPAIR, REPLACEMENT, CORRECTION, UPDATE,
<br /> UPGRADE, SERVICE OR OTHER ITEM FURNISHED OR TO
<br /> BE FURNISHED UNDER THIS AGREEMENT.
<br /> 8.4 Nonwalver. Any failure by MORPHO to insist upon
<br /> or enforce performance by Customer of any of the provisions of
<br /> this Agreement or to exercise any right or remedy under this
<br /> Agreement or applicable law will not be construed as a waiver or
<br /> relinquishment to any extent of MORPHO's right to assert or rely
<br /> upon any such provision, right or remedy in that or any other
<br /> instance; rather the same will be and remain in full force and
<br /> effect.
<br /> 8.5 Assignment. Customer will not assign this
<br /> Agreement or any of its rights hereunder, by operation of law or
<br /> otherwise, without the prior written consent of MORPHO. No
<br /> assignment by Customer, with or without MORPHO's consent,
<br /> will relieve Customer from any of its obligations under this
<br /> Agreement. Subject to the foregoing, this Agreement will inure
<br /> to the benefit of and be binding upon the parties and their
<br /> respective successors, assigns and legal representatives.
<br /> 8.6 Applicable Law and Venue. This Agreement will be
<br /> interpreted, construed, and enforced in all respects in
<br /> accordance with the laws of the State of Washington, without
<br /> reference to its choice of law principles. Customer will not
<br /> commence or prosecute any action, suit, proceeding or claim
<br /> arising under or by reason of this Agreement other than in the
<br /> state or federal couns located in King County, Washington.
<br /> Customer irrevocably consents to the jurisdiction of the courts
<br /> identified in the preceding sentence in connection with any
<br /> action, suit, proceeding or claim arising under or by reason of
<br /> this Agreement.
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