application guide
upon agis' termination of this Agreement due to breach by LICENSEE.
9.2If the LICENSEE fails to comply with any of the terms and conditions provided herein, agis may at its option, and in addition to any other remedies that it may be entitled to, terminate LICENSEE's use of the SERVICES without further notice.
10.ASSIGNMENT AND SUCCESSORS
10.1No interest herein shall be assigned or transferred, in whole or in part, without the prior written consent of agis and any attempt to do so shall be a material breach of this Agreement and shall render such assignment null and void. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties thereto and their successors, assigns and legal representatives.
11.LIMITATION OF LIABILITY
11.1agis shall not be liable for any activity involving the installation of the SERVICES, its use, or the results obtained from such use. IN NO EVENT SHALL agis BE LIABLE TO LICENSEE OR ITS CUSTOMERS OR END USERS, FOR ANY DAMAGE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES FOR LOST PROFITS OR LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF USE OF SOFTWARE, OR CLAIMS BY THIRD PARTIES, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF agis HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
IN NO CASE SHALL agis’ LIABILITY EXCEED THE PRICE PAID FOR THE SERVICES BY THE LICENSEE.
12.INDEMNITY
12.1LICENSEE, at its own expense, will defend, indemnify, and hold harmless agis, its officers, directors, employees and agents, from any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) of any kind whatsoever for injuries to or death of any person (including, but not limited to, employees of agis) arising out of or related to the use of the SERVICES, and any subsequent modifications, updates or enhancements to the SERVICES including its maps, regardless of whether the negligence of agis caused or contributed to the said injuries or death. This clause shall survive the termination or expiration of this Agreement.
13.NO INDEMNITY FROM agis
13.1LICENSEE assumes all risk of use relating to the SERVICES.
14.LIMITED WARRANTY
14.1agis shall use its best efforts to ensure that the SERVICES are delivered free of physical defect. EXCEPT AS PROVIDED HEREIN, agis MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. No oral or written information or advice given by agis shall create a warranty or in any way increase the scope of this warranty.
15.MISCELLANEOUS
15.1Entire Agreement. This Agreement constitutes the sole and entire agreement between the parties as to the matter set forth herein and supercedes any previous agreements, understandings, or arrangements, oral or written, between the
parties related to the subject matter of this Agreement. Except as otherwise expressly provided herein, any amendments to this Agreement must be in writing and signed by an authorized representative of each party.
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