DIGITAL DATA shall have no liability regarding any claim arising out of: (a) use of other than a current, unaltered release of the Metadata unless the infringing portion is also in the then current, unaltered release,
(b)use of the Metadata in combination with
B. Except for the foregoing infringement claims, END USER shall indemnify and hold harmless GET DIGITAL DATA, their officers, agents and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of END USER's modification or enhancement of the Metadata or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder by END USER, its subsidiaries or their officers, employees, agents or representatives.
9. TERMINATION FOR CESSATION OF BUSINESS.
Get Digital Data may terminate this Agreement if Get Digital Data ends its business activity of supporting and maintaining the Metadata database.
10. POST TERMINATION RIGHTS
Upon the expiration or termination of this Agreement, all rights granted to END USER under this Agreement shall forthwith terminate and immediately revert to GET DIGITAL DATA and END USER shall discontinue all use of the Metadata and the like.
11. INFRINGEMENTS
A.GET DIGITAL DATA shall have the right, in its sole discretion, to prosecute lawsuits against third persons for infringement of GET DIGITAL DATA's rights in the Metadata related to this Agreement with END USER or are otherwise brought to GET DIGITAL DATA’s attention by END USER.
B.END USER agrees to fully cooperate with GET DIGITAL DATA in the prosecution of any such suit. GET DIGITAL DATA shall reimburse END USER for the expenses incurred as a result of such cooperation.
12. INDEMNITY
A.GET DIGITAL DATA agrees to defend, indemnify and hold END USER, its officers, directors, agents and employees, harmless against all costs, expenses and losses (including reasonable attorneys' fees and costs) incurred through claims of third parties against END USER based on a breach by GET DIGITAL DATA of any representation and warranty made in this Agreement.
B.END USER agrees to defend, indemnify and hold GET DIGITAL DATA, its officers, directors, agents and employees, harmless against all costs, expenses and losses (including reasonable attorneys' fees and costs) incurred through claims of third parties against GET DIGITAL DATA based on a breach by END USER of any representation made in this Agreement, or otherwise by any action of END USER that is not covered by the indemnification provisions of GET DIGITAL DATA in the Agreement.
13. FORCE MAJEURE
Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
14. JURISDICTION AND DISPUTES
A.This Agreement shall be governed by the laws of Indiana.
B.All disputes hereunder shall be resolved in the applicable state or federal courts of Indiana. The parties consent to the exclusive jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
14
