RCA M6504 user manual Indemnification, Termination for Cessation of Business

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

GET DIGITAL DATA DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS IN THE METADATA WILL BE CORRECTED. NO AGENT OF GET DIGITAL DATA IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS AS SET FORTH HEREIN.

F.Limitation of Liability. END USER ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH GET DIGITAL DATA IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY GET DIGITAL DATA OF THE RISK OF END USER'S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH END USER'S USE OF THE METADATA. ACCORDINGLY, END USER AGREES THAT GET DIGITAL DATA SHALL NOT BE RESPONSIBLE TO END USER FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSING OR USE OF THE METADATA. Any provision herein to the contrary notwithstanding, the maximum liability of GET DIGITAL DATA to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Metadata delivered to END USER hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to GET DIGITAL DATA by END USER for the License whose use, or other employment gives rise to the liability. The essential purpose of this provision is to limit the potential liability of GET DIGITAL DATA arising out of this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the license of the Metadata and any services rendered hereunder and that, were GET DIGITAL DATA to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.

8. INDEMNIFICATION

A.GET DIGITAL DATA shall indemnify, hold harmless and defend END USER against any action brought against END USER to the extent that such action is based on a claim that, the Metadata, when used in accordance with this Agreement, infringes the intellectual property rights of a third party and GET DIGITAL DATA shall pay all costs, settlements and damages finally awarded; provided, that END USER promptly notifies GET DIGITAL DATA in writing of any claim, gives GET DIGITAL DATA sole control of the defense and settlement thereof and provides all reasonable assistance in connection therewith. If any Metadata is finally adjudged to so infringe, or in GET DIGITAL DATA's opinion is likely to become the subject of such a claim, GET DIGITAL DATA shall, at its option, either: (1) procure for END USER the right to continue using the Metadata (2) modify or replace the Metadata to make it non-infringing, or (3) provide a partial refund. GET 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 non-GET DIGITAL DATA software, data or equipment if the infringement was caused by such use or combination, (c) any modification or derivation of the Metadata not specifically authorized in writing by GET DIGITAL DATA or (d) use of third party software. THE FOREGOING STATES THE ENTIRE LIABILITY OF GET DIGITAL DATA AND THE EXCLUSIVE REMEDY FOR END USER RELATING TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER PROPRIETARY RIGHT BY THE METADATA.

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

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