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RSA:961308
<br /> INFORMATION OR REPRESENTATION PROVIDED BY OR ON BEHALF OF AVI WHICH IS NOT EXPRESSLY INCLUDED IN THESE GENERAL
<br /> TERMS AND CONDITIONS OR THE RETAIL SALES AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN.AVI DISCLAIMS ANY
<br /> EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE EQUIPMENT. MATERIALS AND SERVICES PROVIDED BY AVI, INCLUDING
<br /> WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON INFRINGEMENT AND TITLE.
<br /> 11. Indemnification—Customer shall defend,indemnify and hold harmless AVI against all damages.claims, liabilities, losses and other expenses,
<br /> including without limitation reasonable attorneys'fees and costs. (whether or not a lawsuit or other proceeding is commenced),that arise in whole or in
<br /> part from:(a)any negligent act or omission of Customer,its agents,or subcontractors. (b)Customer's failure to fully conform to all laws,ordinances.
<br /> rules and regulations which affect the Agreement,or(c)Customer's breach of this Agreement. If Customer fails to promptly indemnify and defend such
<br /> claims and/or pay AVI's expenses,as provided above,AVI shall have the right to defend itself.and in that case,Customer shall reimburse AVI for all of
<br /> its reasonable attorneys'fees,costs and damages incurred in settling or defending such claims within thirty(30)days of each of AVI's written requests.
<br /> AVI shall indemnify and hold harmless Customer against all damages,claims, liabilities,losses and other expenses. including without limitation
<br /> reasonable attorneys'fees and costs,(whether or not a lawsuit or other proceeding is commenced),to the extent that the same is finally determined to
<br /> be the result of(a)any grossly negligence or willful misconduct of AVI .its agents.or subcontractors. (b)AVI's failure to fully conform to any material
<br /> law,ordinance, rule or regulation which affects the Agreement,or(c)AVI's uncured material breach of this Agreement.
<br /> 12. Remedies—Upon default as provided herein,AVI shall have all the rights and remedies of a secured party under the Minnesota commercial code
<br /> and under any other applicable laws.Any requirements of reasonable notice by AVI to Customer,or to any guarantors or sureties of Customer shall be
<br /> met if such notice is mailed, postage prepaid,to the address of the party to be notified shown on the first page of this Agreement(or to such other
<br /> mailing address as that party later furnishes in writing to AVI)at least ten calendar days before the time of the event or contemplated action by AVI set
<br /> forth in said notice.The rights and remedies herein conferred upon AVI,shall be cumulative and not alternative and shall be in addition to and not in
<br /> substitution of or in derogation of rights and remedies conferred by the Minnesota commercial code and other applicable laws.
<br /> 13. Limitation of Remedies for Equipment—AVI's entire liability and the Customer's sole and exclusive remedy in all situations involving
<br /> performance or nonperformance of Equipment furnished under this Agreement. shall be the adjustment or repair of the Equipment or replacement of its
<br /> parts by AVI,or,at AVI option, replacement of the Equipment.
<br /> 14. Limitation on Liability—EXCEPT IN CIRCUMSTANCES INVOLVING ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,THE TOTAL
<br /> LIABILITY OF A AVI UNDER THIS AGREEMENT FOR ANY CAUSE SHALL NOT EXCEED(EITHER FOR ANY SINGLE LOSS OR ALL LOSSES IN
<br /> THE AGGREGATE) THE NET AMOUNT ACTUALLY PAID BY CUSTOMER TO AVI UNDER THIS AGREEMENT DURING THE TWELVE(12)
<br /> MONTH PERIOD PRIOR TO THE DATE ON WHICH AVI'S LIABILITY FOR THE FIRST SUCH LOSS FIRST AROSE.
<br /> 15. No Consequential Damages—AVI SHALL NOT HAVE ANY LIABILITY TO CUSTOMER OR TO ANY OTHER PERSON OR ORGANIZATION
<br /> FOR ANY INDIRECT, INCIDENTAL,CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY DESCRIPTION(INCLUDING
<br /> WITHOUT LIMITATION LOST PROFITS OR LOSS OR INTERRUPTION OF BUSINESS).WHETHER BASED ON CONTRACT,NEGLIGENCE.
<br /> TORT,OR ANY OTHER LEGAL THEORY. REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
<br /> IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS.
<br /> 16. Acceleration of Obligations and Default—Payment in full for all"Equipment,"which is defined as all goods identified in the section of the
<br /> Agreement with the same title,as well for any and all other amounts due to AVI shall be due within the terms of the Agreement. Upon the occurrence
<br /> of any event of default by Customer,AVI may,at its option,with or without notice,declare the whole unpaid balance of any obligation secured by this
<br /> Agreement immediately due and payable and may declare Customer to be in default under this Agreement.
<br /> 17. Choice of Law,Venue and Attorney's Fees—This Agreement shall be governed by the laws of the State of Minnesota in the United States of
<br /> America without reference to or use of any conflicts of laws provisions therein. For the purpose of resolving conflicts related to or arising out of this
<br /> Agreement,the Parties expressly agree that venue shall be in the State of Minnesota in the United States of America only,and,in addition,the Parties
<br /> hereby consent to the exclusive jurisdiction of the federal and state courts located in Hennepin County, Minnesota in the United States of America and
<br /> waive any right to assert in any such proceeding that Customer is not subject to the jurisdiction of such court or that the venue of such proceeding is
<br /> improper or an inconvenient forum. The Parties specifically disclaim application(i)of the United Nations Convention on the International Sale of
<br /> Goods, 1980,and(ii)of Article 2 of the Uniform Commercial Code as codified. In the event AVI must take action to enforce its rights under the
<br /> Agreement,the court shall award AVI the attorney's fees it incurred to enforce its rights under this Agreement.
<br /> 18. General—Headings are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The Parties
<br /> acknowledge and agree that the Agreement has been negotiated by the Parties and that each had the opportunity to consult with its respective
<br /> counsel,and shall be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either Party based on
<br /> draftsmanship of the Agreement. This Agreement is not assignable by Customer without the prior written consent of AVI.Any attempt by Customer to
<br /> assign any of the rights,duties,or obligations of this Agreement without such consent is void.AVI reserves the right to assign this Agreement to other
<br /> parties in order to fulfill all warranties and obligations expressed herein. or upon the sale of all or substantially all of AVI's assets or business.This
<br /> Agreement can only be modified by a written agreement duly signed by persons authorized to sign agreements on behalf of the Customer and of AVI,
<br /> and variance from the terms and conditions of the Agreement in any order or other written notification from the Customer will be of no effect. If any
<br /> provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable.the validity, legality and enforceability of the remaining
<br /> provisions shall not in any way be affected or impaired thereby.AVI is not responsible for any delay in,or failure to,fulfill its obligations under this
<br /> Agreement due to causes such as natural disaster,war,emergency conditions,labor strike.acts of terrorism,the substantial inoperability of the
<br /> Internet,the inability to obtain supplies,or any other reason or any other cause or condition beyond AVI's reasonable control. Except as otherwise
<br /> stated in the Agreement,AVI is not obliged to provide any services hereunder for Equipment located outside the United States or Puerto Rico.
<br /> Scheduled completion dates are subject to change based on material shortages caused by shortages in cable and materials that are industry wide.
<br /> Printed on August 1, 2019 Page 6 of 7
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