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CONFIDENTIAL
<br />6. NO WARRANTY
<br />THE MATERIALS AND VIRTRU PRO SERVICES ARE
<br />PROVIDED "AS IS" AND VIRTRU DISCLAIMS ALL
<br />WARRANTIES AND REPRESENTATIONS, WHETHER
<br />EXPRESS OR IMPLIED, RELATING TO THE MATERIALS AND
<br />VIRTRU PRO SERVICES, INCLUDING, WITHOUT
<br />LIMITATION, ANY WARRANTIES OF DESIGN,
<br />MERCHANTABILITY, FITNESS FOR A PARTICULAR
<br />PURPOSE, TITLE OR NONINFRINGEMENT OF THIRD PARTY
<br />RIGHTS, OR WARRANTIES ARISING FROM A COURSE OF
<br />DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE
<br />PRACTICE. VIRTRU DOES NOT GUARANTEE THE ACCURACY
<br />OF THE INFORMATION INCLUDED IN, TRANSMITTED
<br />THROUGH OR MADE AVAILABLE BY THE MATERIALS OR
<br />VIRTRU PRO SERVICES, WHICH MAY INCLUDE
<br />INACCURACIES OR ERRORS. VIRTRU DOES NOT
<br />GUARANTEE THAT THE MATERIALS OR VIRTRU PRO
<br />SERVICES WILL BE UNINTERRUPTED OR ERROR -FREE,
<br />THAT BUGS OR MALFUNCTIONS WILL BE CORRECTED OR
<br />THAT THE MATERIALS, VIRTRU PRO SERVICES OR
<br />VIRTRU'S SERVERS ARE FREE OF HARMFUL COMPONENTS.
<br />VIRTRU DOES NOT GUARANTEE THAT THE MATERIALS OR
<br />VIRTRU PRO SERVICES ARE ACCURATE, WITHOUT ERROR
<br />OR RELIABLE.
<br />7. VIRTRu's ENTIRE LIABILITY
<br />TO THE EXTENT ALLOWED BY APPLICABLE LAW AND
<br />NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
<br />PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF
<br />LIABILITY: (a) IN NO EVENT SHALL VIRTRU OR ITS
<br />SUPPLIERS BE LIABLE FOR ANY DAMAGES FOR LOSS OF
<br />PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA,
<br />INADVERTENT DISCLOSURE OF DATA, OR INTERRUPTION
<br />OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL,
<br />INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND
<br />OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING
<br />TO THIS AGREEMENT OR THE SUBJECT HEREOF, EVEN IF
<br />VIRTRU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br />DAMAGES, HOWEVER CAUSED, AND
<br />(b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
<br />TO THE CONTRARY, VIRTRU'S ENTIRE LIABILITY ARISING
<br />FROM OR RELATING TO THIS AGREEMENT OR THE
<br />SUBJECT HEREOF, UNDER ANY LEGAL THEORY (WHETHER
<br />IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), IF ANY,
<br />SHALL NOT EXCEED ONE THOUSAND DOLLARS (US$1,000).
<br />8. INDEMNIFICATION
<br />Customer shall defend, indemnify and hold Virtru
<br />harmless against any loss, liability, damage or cost
<br />(including reasonable attorneys' fees) in connection with
<br />claims, actions, demands, suits, or proceedings made or
<br />brought against Virtru by a third party alleging (a) that any
<br />modification or addition to the Materials or Virtru Pro
<br />Services made by or for Customer (other than by Virtru)
<br />infringes a copyright, mask work right, trade secret,
<br />trademark right or patent of the third party; (b) in
<br />combination with any other product or service not
<br />provided, specified or recommended in writing by Virtru
<br />for use with the Materials or Virtru Pro Services; or (b)
<br />with respect to the development, manufacture,
<br />marketing, sales, distribution or use of any of the
<br />Materials or Virtru Pro Services, including, without
<br />limitation, a product liability claim or a claim for breach of
<br />any warranty or support obligations. In connection with a
<br />claim under this Section 9, Virtru shall: (i) provide
<br />Customer with prompt notice of the claim; (ii) permit
<br />Customer to control the defense and any settlement of
<br />the claim (provided that Customer may not settle any
<br />claim unless such settlement unconditionally releases
<br />Virtru of all liability in connection with such claim); and
<br />(iii) provide cooperation as reasonably requested by
<br />Customer (at Customer's expense).
<br />9. TERM AND TERMINATION
<br />9.1 Term. This Agreement shall commence
<br />on the Effective Date and, unless sooner terminated
<br />pursuant to the terms hereof, shall continue in full force
<br />and effect for one (1) year (the "Initial Term").
<br />Thereafter, this Agreement shall automatically renew for
<br />successive one (1) year periods (each a "Renewal Term"),
<br />unless either party provides the other party with written
<br />notice of its intent not to renew at least thirty (30) days
<br />prior to the end of the then -current term. The automatic
<br />renewal of this Agreement will be for the Baseline Seat
<br />Count, as adjusted pursuant to Sections 2.4, 2.5 and/or
<br />2.6, on the same payment terms as set forth on the cover
<br />page of this Agreement.
<br />9.2 Termination. Either party may
<br />terminate this Agreement immediately upon written
<br />notice to the other party if the other party fails to perform
<br />any of its duties or obligations hereunder and, except with
<br />respect to Customer's breach of Section 2.1 or 2.2, which
<br />breach shall not be subject to any cure period, fails to
<br />cure such default within thirty (30) days following receipt
<br />of written notice from the non -defaulting party specifying
<br />the occurrence or existence of the default. Customer
<br />shall notify Virtru within twenty-four (24) hours of
<br />Customer becoming aware of any breach (other than by
<br />Virtru) of the terms and conditions of this Agreement,
<br />including, without limitation, Sections 2 and 5.
<br />9.3 Effect of Termination. Upon the
<br />expiration or termination of this Agreement, the rights
<br />granted to Customer hereunder shall terminate, Customer
<br />will cease all use of the Materials, return to Virtru or
<br />destroy the Materials in its possession, and, upon Virtru's
<br />request, so certify such actions to Virtru. Any costs
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