DELIVERY AND INSTALLATION. DAVISSA TELEPHONE SYSTEMS, INC., AN OHIO CORPORATION (“DAVISSA”) ASSUMES NO RESPONSIBILITY FOR ITS INABILITY TO SUPPLY ALL OR ANY PART OF THE EQUIPMENT AND SERVICES ORDERED BY REASON OF LABOR STRIKES OR OTHER DISPUTES, MATERIAL OR LABOR SHORTAGES, WAR, RIOTS, ACTS OF GOD, COURT ORDERS OR DECREES OR ANY OTHER CAUSE BEYOND THE DAVISSA’S CONTROL. YOU (THE “CUSTOMER”) AGREE TO ACCEPT DELIVERY AND INSTALLATION AS SOON AS REASONABLY POSSIBLE AFTER THE CAUSE OF SUCH DELAY IS REMOVED.

PAYMENT TERMS. UNLESS OTHERWISE INDICATED IN WRITING, ALL NON-RECURRING CHARGES ARE DUE UPON ACCEPTANCE. DAVISSA RESERVES THE RIGHT TO ASSESS A FINANCE CHARGE OF ONE AND ONE- HALF PERCENT (1 ½%) PER MONTH, OR THE HIGHEST RATE ALLOWED BY LAW, WHICHEVER IS LESS, FOR ALL PAYMENTS WHICH ARE NOT RECEIVED IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT. CUSTOMER REPRESENTS THAT AT THE TIME OF ACCEPTANCE OF THE PROPOSAL, THE CUSTOMER IS NOT INSOLVENT.

TERM AND RENEWAL. THIS AGREEMENT SHALL BECOME EFFECTIVE AS OF THE EFFECTIVE DATE AND SHALL REMAIN IN EFFECT FOR A PERIOD OF THREE YEARS FROM AND AFTER THE LIVE DATE (THE “INITIAL TERM”), AND THEREAFTER SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE THREE YEAR TERMS (EACH SUCH PERIOD, A “RENEWAL TERM”) UNLESS TERMINATED BY ANY PARTY GIVING WRITTEN NOTICE OF NON-RENEWAL AT LEAST ONE HUNDRED EIGHTY DAYS PRIOR TO THE LAST DAY OF THE THEN CURRENT TERM TO EACH OTHER PARTY HERETO.

TAXES. CUSTOMER SHALL PAY ALL FEDERAL, STATE AND LOCAL TAXES WHICH MAY BE IMPOSED UPON THE SALE AND/OR INSTALLATION OF THE EQUIPMENT. IF DAVISSA HAS PAID, OR SHALL BE OBLIGATED TO COLLECT AND REMIT, ANY SUCH TAXES, SAME MAY BE INVOICED AS A SEPARATE CHARGE TO BE PAID BY THE CUSTOMER. CUSTOMER SHALL PAY ALL FEDERAL COMMUNICATION COMMISSION (FCC) CHARGES AND FEDERAL UNIVERSAL SERVICE CHARGE (FUSC) FEES.

SECURITY INTEREST. THE CUSTOMER HEREBY GRANTS TO DAVISSA A SECURITY INTEREST IN THE EQUIPMENT SECURING PAYMENT IN FULL OF THE PURCHASE PRICE. WITH RESPECT TO THE CREATION OF SUCH SECURITY INTEREST, THIS AGREEMENT SHALL BE DEEMED TO BE A SECURITY AGREEMENT WITH CUSTOMER AND DAVISSA DEEMED TO BE THE DEBTOR AND SECURED PARTY RESPECTIVELY. THE EQUIPMENT SHALL REMAIN PERSONAL PROPERTY IRRESPECTIVE OF WHETHER THE SAME IS ATTACHED TO REAL PROPERTY AND TITLE THERETO SHALL BE AND REMAIN VESTED IN DAVISSA UNTIL THE PURCHASE PRICE HAS BEEN FULLY PAID AND THE CUSTOMER HAS FULLY COMPLIED WITH ALL OBLIGATIONS UNDER THIS AGREEMENT. UNTIL FULL PAYMENT, DAVISSA SHALL BE VESTED WITH TITLE TO ANY ADDITIONS, ACCESSIONS AND SUBSTITUTIONS IN AND TO THE EQUIPMENT. THE CUSTOMER’S INTEREST IN THIS AGREEMENT OR THE EQUIPMENT SHALL NOT BE ASSIGNED, SOLD OR OTHERWISE TRANSFERRED, NOR SHALL THE EQUIPMENT BE REMOVED FROM THE PREMISES WITHOUT THE EXPRESS WRITTEN CONSENT OF DAVISSA.

TERMINATION.

1. 6.1 FOR CAUSE. (A) IF CUSTOMER IS IN BREACH OF A PAYMENT OBLIGATION (INCLUDING FAILURE TO PAY A REQUIRED DEPOSIT), AND FALLS TO MAKE PAYMENT IN FULL WITH IN TEN (10) DAYS AFTER RECEIPT OF NOTICE OF DEFAULT, OR HAS FAILED TO MAKE PAYMENTS OF ALL UNDISPUTED CHARGES ON OR BEFORE THE DUE DATE ON THREE (3) OR. MORE OCCASIONS DURING ANY TWELVE (12) MONTH PERIOD, DAVISSA MAY, AT ITS OPTION, TERMINATE THIS AGREEMENT, TERMINATE THE AFFECTED SERVICE ORDERS, SUSPEND SERVICE UNDER THE AFFECTED SERVICE ORDERS, AND/OR REQUIRE A DEPOSIT, ADVANCE PAYMENT, OR OTHER SATISFACTORY ASSURANCES IN CONNECTION WITH -ANY OR ALL SERVICE ORDERS AS A CONDITION OF CONTINUING TO PROVIDE THE SERVICES. HOWEVER, DAVISSA WILL NOT TAKE ANY SUCH ACTION AS-A RESULT OF CUSTOMER'S NON-PAYMENT OF A CHARGE THAT IS THE SUBJECT OF A TIMELY BILLING DISPUTE, UNLESS THE PARTIES HAVE REVIEWED THE DISPUTE AND DETERMINED IN GOOD FAITH THAT THE CHARGE IS CORRECT. (B) IF EITHER PARTY BREACHES ANY MATERIAL TERM OF THIS AGREEMENT AND THE BREACH CONTINUES WITHOUT REMEDY FOR THIRTY (30) DAYS AFTER NOTICE OF DEFAULT, THE NON-DEFAULTING PARTY MAY TERMINATE FOR CAUSE ANY SERVICE ORDER MATERIALLY AFFECTED BY THE BREACH. (C) A SERVICE ORDER MAY BE TERMINATED BY EITHER PARTY IMMEDIATELY UPON NOTICE IF THE OTHER PARTY HAS BECOME INSOLVENT OR INVOLVED IN LIQUIDATION OR TERMINATION OF ITS BUSINESS, OR ADJUDICATED BANKRUPT, OR BEEN INVOLVED IN AN ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS. (D) TERMINATION BY EITHER PARTY OF A SERVICE ORDER DOES NOT WAIVE ANY OTHER RIGHTS OR REMEDIES THAT IT MAY HAVE UNDER THIS AGREEMENT.

2. 6.2 EFFECT OF EXPIRATION OR TERMINATION OF THE AGREEMENT OR A SERVICE ORDER. UPON THE EXPIRATION OR TERMINATION OF A SERVICE ORDER FOR ANY REASON: (I) DAVISSA MAY DISCONNECT THE APPLICABLE SERVICE; (II) DAVISSA MAY DELETE ALL APPLICABLE DATA, FILES, ELECTRONIC MESSAGES, VOICEMAIL OR OTHER INFORMATION STORED ON DAVISSA'S SERVERS OR SYSTEMS; (ILL) IF CUSTOMER HAS TERMINATED THE SERVICE ORDER PRIOR TO THE EXPIRATION OF THE SERVICE TERM FOR CONVENIENCE, OR IF DAVISSA HAS TERMINATED THE SERVICE ORDER PRIOR TO THE EXPIRATION OF THE SERVICE TERM AS A RESULT OF MATERIAL BREACH BY CUSTOMER, DAVISSA MAY ASSESS AND COLLECT FROM CUSTOMER APPLICABLE TERMINATION CHARGES; (IV) CUSTOMER SHALL, PERMIT DAVISSA ACCESS TO RETRIEVE FROM THE APPLICABLE SERVICE LOCATIONS ANY AND ALL DAVISSA EQUIPMENT (HOWEVER, IF CUSTOMER FAILS TO PERMIT ACCESS, OR IF THE RETRIEVED DAVISSA EQUIPMENT HAS BEEN DAMAGED AND/OR DESTROYED OTHER THAN BY DAVISSA OR ITS AGENTS, NORMAL WEAR AND TEAR EXCEPTED, DAVISSA MAY INVOICE CUSTOMER FOR THE FULL REPLACEMENT COST OF THE RELEVANT DAVISSA  EQUIPMENT, OR IN THE EVENT OF MINOR DAMAGE TO THE RETRIEVED DAVISSA EQUIPMENT, THE COST OF REPAIR, WHICH AMOUNTS SHALL BE IMMEDIATELY DUE AND PAYABLE); AND (V) IF USED IN CONJUNCTION WITH THE TERMINATED SERVICE, CUSTOMER'S RIGHT TO USE APPLICABLE LICENSED SOFTWARE SHALL AUTOMATICALLY TERMINATE, AND CUSTOMER SHALL BE OBLIGATED TO RETURN THE LICENSED SOFTWARE TO DAVISSA

DAMAGE OR DEFECTIVE EQUIPMENT. DAVISSA SHALL RECOGNIZE NO CLAIM FOR DEFECTS OR DAMAGES TO THE EQUIPMENT UNLESS SAME IS NOTED BY THE CUSTOMER AND COMMUNICATED TO DAVISSA WITHIN THIRTY (30) DAYS OF THE LATER OF DELIVERY OR INSTALLATION OF THE EQUIPMENT. NOTHING HEREIN SHALL BE CONSTRUED TO REQUIRE DAVISSA TO REPLACE DAMAGED OR DEFECTIVE GOODS OR TO MAKE UP SHORTAGES WHEN SUCH DAMAGE, DEFECT OR SHORTAGE WOULD NOT OTHERWISE BE ITS RESPONSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, DAVISSA SHALL HAVE NO LIABILITY FOR LOSS OR DAMAGE TO EQUIPMENT OCCURRING ONCE SUCH EQUIPMENT IS NO LONGER UNDER THE DAVISSA’S DIRECT CONTROL.

FIREWALL TECHNOLOGY. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN THE EVENT DAVISSA USES ANY FIREWALL OR OTHER NETWORK SOFTWARE OR HARDWARE IN THE PRODUCTS OR SERVICES IN THIS PURCHASE ORDER, WHETHER SOLD IN THIS PURCHASE ORDER OR OTHERWISE, CUSTOMER ACKNOWLEDGES THAT CUSTOMER ASSUMES THE RISK OF, AND DAVISSA CANNOT BE HELD LIABLE FOR, ANY CLAIMS, LOSSES, COSTS, DAMAGES OR EXPENSES INCURRED BY CUSTOMER RELATING TO OR ARISING FROM SUCH FIREWALL OR OTHER NETWORK SOFTWARE OR HARDWARE.

MANUFACTURER’S LIMITED WARRANTY / LIMITATION OF LIABILITY. ALL EQUIPMENT SHALL BE WARRANTED BY THE MANUFACTURER (REFER TO WARRANTY PERIOD ON QUOTE) FROM THE DATE OF DELIVERY AND INSTALLATION AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP. THIS LIMITED WARRANTY APPLIES ONLY TO THE ORIGINAL CUSTOMER AND MAY NOT BE TRANSFERRED OR ASSIGNED. IF THE EQUIPMENT PROVES TO BE DAMAGED OR DEFECTIVE IN MATERIAL OR WORKMANSHIP DURING THE WARRANTY PERIOD, DAVISSA WILL, AT ITS OPTION, EITHER REPAIR, REPLACE OR REFUND THE ORIGINAL PURCHASE PRICE PAID FOR SUCH EQUIPMENT. THIS LIMITED WARRANTY DOES NOT INCLUDE THE COST OF REMOVAL OR REINSTALLATION OF THE EQUIPMENT NOR SHALL DAVISSA BE RESPONSIBLE FOR THE IMPROPER USE OR MAINTENANCE THEREOF. FURTHER, DAVISSA SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EQUIPMENT OR OTHER AND DIRECT DAMAGES WITH RESPECT TO THE LOSS OF PROPERTY, REVENUES OR PROFIT. DAVISSA MAKES NO FURTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE CUSTOMER ASSUMES THE RESPONSIBILITY TO DETERMINE THE FITNESS OF THE EQUIPMENT FOR THE CUSTOMER’S CONTEMPLATED USE. DAVISSA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY DAVISSA PURSUANT TO THE PARTICULAR ORDER FROM WHICH SUCH DAMAGES AROSE. CUSTOMER HAS BEEN ADVISED THAT THE HARDWARE AND SOFTWARE BEING PURCHASED AND INSTALLED BY DAVISSA REQUIRES THAT THE CUSTOMER’S NETWORK HAS BEEN PROPERLY INSTALLED AND CONFIGURED BY A CERTIFIED THIRD PARTY VENDOR FOR THE IMPLEMENTATION OF VOIP TRAFFIC. FURTHERMORE, THE CUSTOMER ACKNOWLEDGES THAT DAVISSA ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THE QUALITY OF SERVICE PRODUCED BY ITS INSTALLED VOIP HARDWARE EQUIPMENT IN THE EVENT THE CUSTOMER’S NETWORK IS NOT PROPERLY CONFIGURED, INSTALLED OR SERVICED FOR THE IMPLEMENTATION OF VOIP TRAFFIC.

GOVERNING LAW AND WAIVER OF JURY TRIAL. THE LAWS OF THE STATE OF OHIO SHALL GOVERN IN ANY DISPUTE ARISING HEREUNDER, AND THE CUSTOMER AGREES TO THE JURISDICTION IN THE COURT OF COMMON PLEAS FOR CUYAHOGA COUNTY, OHIO, RELATIVE TO ALL DISPUTES AND ENFORCEMENT OF THIS CONTRACT; PROVIDED, HOWEVER, THAT IF FEDERAL LAW APPLIES, THE FEDERAL DISTRICT COURT FOR THE NORTHERN DISTRICT OF OHIO SHALL HAVE SUCH JURISDICTION. FURTHER, THE CUSTOMER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY LITIGATION INVOLVING THIS CONTRACT.

COSTS OF ENFORCEMENT. CUSTOMER SHALL PAY DAVISSA ALL COSTS (INCLUDING REASONABLE ATTORNEY'S FEES TO THE EXTENT PERMITTED BY LAW) INCURRED BY DAVISSA IN ENFORCING THE PROVISIONS HEREOF OR IN EXERCISING ANY OF THE RIGHTS AND REMEDIES HEREUNDER.

RELEASE/WAIVER/INDEMNITY. SHOULD DAVISSA PROVIDE ANY SUPPORT TO CUSTOMER IN TRANSFERRING AND/OR PORTING CUSTOMER’S TELEPHONE NUMBERS TO A NEW SERVICE CARRIER OR CUSTOMER’S SWITCH TO A NEW SERVICE CARRIER (EACH A “SERVICE ACCOMMODATION”), IN NO EVENT WILL DAVISSA BE HELD RESPONSIBLE FOR ANY LOSS OR ANY DIRECT, INDIRECT, ACTUAL, COMPENSATORY, CONTINUING, SPECIAL, OR CONSEQUENTIAL DAMAGES AS A RESULT OF SUCH SERVICE ACCOMMODATION, INCLUDING BUT NOT LIMITED TO FAILURE TO TRANSFER/PORT CUSTOMER TELEPHONE NUMBERS. DAVISSA MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY SERVICE ACCOMMODATION. CUSTOMER, ON BEHALF OF ITSELF AND ON BEHALF OF ITS HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, AND LEGAL REPRESENTATIVES FOREVER RELEASE, RELINQUISH, AND DISCHARGE DAVISSA, ITS OFFICERS, DIRECTORS, RIDERS, MANAGERS, EMPLOYEES, SUPPLIERS, AGENTS, ATTORNEYS, REPRESENTATIVES, STOCKHOLDERS (COLLECTIVELY, THE “DAVISSA PARTIES”) FROM ANY AND ALL CLAIMS, DEMANDS, DISPUTES, LOSSES INCLUDING TIME, MONEY, GOODWILL, OR CONSEQUENTIAL DAMAGES, LIABILITIES, DEBTS, LIENS, CHARGES, PENALTIES, PROCEEDINGS, CAUSES OF ACTION, AND DAMAGES, INCLUDING FOR PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, INJURY TO YOU OR TO THIRD PARTIES, INCLUDING UNKNOWN OR UNANTICIPATED CLAIMS (COLLECTIVELY, THE “CLAIMS”),WHICH ARISE FROM OR ARE RELATED DIRECTLY OR INDIRECTLY TO A SERVICE ACCOMMODATION AND CUSTOMER HEREBY AGREES TO INDEMNIFY THE DAVISSA PARTIES AND HOLD THE DAVISSA PARTIES HARMLESS FROM ANY LIABILITY, LOSS, EXPENSE OR CLAIM (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS OF COURT) ARISING OUT OF ANY SUCH ANY SUCH CLAIMS. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE DAVISSA PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR ANY CLAIMS, INCLUDING THOSE THAT ARISE OUT OF OR RELATE TO (I) ANY RISK OR HAZARD DESCRIBED IN THIS AGREEMENT; (II) CUSTOMER’S USE OF OR INABILITY TO USE ANY DAVISSA EQUIPMENT; (III) CUSTOMER’S BREACH OF THIS AGREEMENT OR CUSTOMER’S VIOLATION OF ANY LAW; (IV) CUSTOMER’S NEGLIGENCE, MISCONDUCT, OR OTHER ACTION OR INACTION; (V) CUSTOMER’S FAILURE TO INCLUDE ALL TELEPHONE NUMBERS FOR A SERVICE ACCOMMODATION; OR (VI) ANY NEGLIGENCE, MISCONDUCT, OR OTHER ACTION OR INACTION OF ANY THIRD PARTY. CUSTOMER WAIVES ALL CLAIMS WITH RESPECT TO ANY OF THE FOREGOING, INCLUDING THOSE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY, OR OTHER GROUNDS.

SECURITY CAMERAS. DAVISSA’S SECURITY CAMERA EQUIPMENT (“SECURITY CAMERA EQUIPMENT”) DOES NOT CAUSE AND CANNOT ELIMINATE OCCURRENCES OF THE EVENTS THEY ARE INTENDED TO DETECT OR AVERT, INCLUDING, BUT NOT LIMITED TO, FIRES, FLOODS, BURGLARIES, ROBBERIES AND MEDICAL PROBLEMS. OTHER THAN THE LIMITED WARRANTY IN SECTION 7, DAVISSA MAKES NO GUARANTY OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SECURITY CAMERA EQUIPMENT AND SERVICES PROVIDED WILL DETECT OR AVERT SUCH INCIDENTS OR THEIR CONSEQUENCES. DAVISSA DOES NOT UNDERTAKE ANY RISK THAT CUSTOMER OR ITS PROPERTY, OR THE PERSON OR PROPERTY OF OTHERS, MAYBE SUBJECT TO INJURY OR LOSS IF SUCH AN EVENT OCCURS. THE ALLOCATION OF SUCH RISK REMAINS WITH CUSTOMER, NOT DAVISSA. CUSTOMER RELEASES, WAIVES, DISCHARGES AND PROMISES NOT TO SUE OR BRING ANY CLAIM OF ANY TYPE AGAINST DAVISSA FOR LOSS, DAMAGE OR INJURY RELATING IN ANY WAY TO THE SECURITY CAMERA EQUIPMENT PROVIDED BY DAVISSA.

SERVICES RENDERED UNDER THIS AGREEMENT DO NOT INCLUDE: PARTS, EQUIPMENT, OR SOFTWARE NOT COVERED BY VENDOR/MANUFACTURER WARRANTY OR SUPPORT; THE COST OF ANY PARTS, EQUIPMENT, OR SHIPPING CHARGES OF ANY KIND; THE COST OF ANY SOFTWARE, LICENSING, OR SOFTWARE RENEWAL OR UPGRADE FEES OF ANY KIND; THE COST OF ANY 3RD PARTY VENDOR OR MANUFACTURER SUPPORT OR INCIDENT FEES OF ANY KIND; THE COST TO BRING CUSTOMER’S ENVIRONMENT UP TO MINIMUM STANDARDS REQUIRED FOR SERVICE COMPLIANCE; THIRD PARTY CLOUD SERVICE SUPPORT AND MANAGEMENT IN WHICH KLOUD9 AS A RESELLER OR PROVIDER OF THESE SAME CLOUD SERVICES IS NOT PROVIDING THE LICENSING FOR THE PRODUCTS AND SERVICES AT THE SAME OR LESS RATE THAN CLIENT IS PAYING DIRECT; NETWORK AND DOMAIN SUPPORT AND MANAGEMENT; PROGRAMMING & WEBSITE DEVELOPMENT; STRUCTURED CABLING & ELECTRICAL; FAILURE DUE TO ACTS OF GOD, BUILDING MODIFICATIONS, POWER FAILURES OR OTHER ADVERSE ENVIRONMENTAL CONDITIONS OR FACTORS. SERVICE AND REPAIR MADE NECESSARY BY THE ALTERATION OR MODIFICATION OF EQUIPMENT OTHER THAN THAT AUTHORIZED BY DAVISSA, INCLUDING ALTERATIONS, SOFTWARE INSTALLATIONS OR MODIFICATIONS OF EQUIPMENT MADE BY CUSTOMER’S EMPLOYEES OR ANYONE OTHER THAN DAVISSA; MAINTENANCE OF APPLICATION SOFTWARE PACKAGES, WHETHER ACQUIRED FROM DAVISSA OR ANY OTHER SOURCE UNLESS SPECIFIED IN WRITING.

ADDITIONAL/PROJECT HOURS. ANY WORK OR OTHER SERVICES THAT FALL OUTSIDE OF THE SERVICES RENDERED UNDER THIS AGREEMENT SHALL BE BILLED AT THE CURRENT BILLABLE HOURLY RATES, WHICH ARE SUBJECT TO PERIODIC REVIEW AND ADJUSTMENT. DAVISSA’S FEES WILL BE BASED ON THE HOURLY RATE IN EFFECT AT THE TIME THE SERVICES ARE RENDERED.

MISCELLANEOUS. EACH PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE VALID AND ENFORCEABLE IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO. IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT SHALL BE DETERMINED TO BE INVALID AND UNENFORCEABLE, SUCH PROVISION SHALL NOT HAVE THE EFFECT OF RENDERING THE ENTIRE AGREEMENT OR ANY OTHER PROVISION HEREIN INVALID OR UNENFORCEABLE, BUT SHALL BE REFORMED AND CONSTRUED AS IF SUCH INVALID AND UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED HEREIN AND SUCH PROVISION REFORMED TO BE VALID AND ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW. THIS AGREEMENT AND THE TERMS AND CONDITIONS CONTAINED HEREIN SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL NOT BE ASSIGNABLE BY THE CUSTOMER EXCEPT WITH THE EXPRESS WRITTEN CONSENT OF DAVISSA. THIS AGREEMENT AND THE TERMS AND CONDITIONS CONTAINED THEREIN SHALL CONSTITUTE THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES AND ALL PRIOR NEGOTIATIONS, REPRESENTATIONS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, ARE MERGED HEREIN.