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6. LIMITATION OF LiABILITY
<br />IN NO EVENT WILL VISUAL LABS BE LIABLE FOR ANY LOSS OF DATA, LOST PROFITS, LOST REVENUE, OR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL,
<br />EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THiS AGREEMENT, INCLUDING THE USE OF THE SERVICES, PLATFORM,
<br />OR DOCUMENTATION, BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE
<br />POSSIBILITY OF SUCH DAMAGES. Visual Labs' total aggregate liability under this Agreement shall under no circumstances exceed the greater of $200
<br />or the fees actually paid by Client to Visual Labs in the six (6) months preceding the event giving rise to the claim of liability. The existence of multiple
<br />claims shall not enlarge this limitation.
<br />7. CONFIDENTIALITY
<br />All Confidential Information of a Parry ("Disclosing Pasty") In the possession of the other ("Receiving Party"), whether or not authorized, shall be
<br />held in strict confidence, and the Receiving Parry shall take all steps reasonably necessary to preserve the confidentiality of the Confidential
<br />Information. The Disclosing Party's Confidential information shall not be used or disclosed by the Receiving Parry for any purpose except (a) as
<br />necessary to Implement or perform this Agreement, or (b) as required by law, provided that the other Party is given a reasonable opportunity to
<br />obtain a protective order. The Receiving Party shall limit its use of and access to the Disclosing Parry's Confidential Information to only those of its
<br />employees or representatives whose responsibilities require such use or access and who are bound by obligations of confidentiality at least as
<br />protective as those herein. The Receiving Party shall advise all such employees and representatives, before they receive access to or possession of
<br />any of the Disclosing Party's Confidential Information, of the confidential nature of the Confidential Information and require them to abide by the
<br />terms of this Section.
<br />S. INDEMNIFICATION
<br />8.1. By Visual Labs. Visual Labs shall defend at Its own expense any action against Client brought by a third party to the extent that the action
<br />is based upon a claim that (A) any use of, or access to, the Proprietary Items by Client as expressly authorized under this Agreement Infringes or
<br />misappropriates, as applicable, any intellectual property rights of a third party, and Visual Labs will pay those costs and damages finally awarded
<br />against Client In any such action that are specifically attributable to such Claim or those costs and damages agreed to In a monetary settlement of
<br />such action; provided that Client gives Visual Labs (a) prompt written notice of such claim; (b) authority to control and direct the defense and/or
<br />settlement of such claim; and (c) such information and assistance as Visual Labs may reasonably request, at Visual Labs' expense, in connection with
<br />such defense and/or settlement. Notwithstanding the foregoing, Visual Labs shall have no obligation or liability to the extent that any alleged
<br />infringementor misappropriation arises from (1) Client Content or the combination, operation, or use of the Proprietary items with products, services,
<br />deliverables, materials, technologies, business methods or processes not furnished by Visual Labs; (2) modifications which were not made by Visual
<br />Labs; or (3) Client's breach of this Agreement or use of the Proprietary Items other than In accordance with this Agreement (collectively, 'hP
<br />Excluslone). Upon the occurrence of any Infringement -related claim for which indemnification Is or may be due under this Section, or in the event
<br />that Visual Labs believes that such a claim is likely, Visual Labs may, at its option (i) modify or replace the Proprietary Item so that it becomes non -
<br />Infringing; (11) obtain a license to the applicable third -party intellectual property; or (ill) terminate this Agreement on written notice to Client and
<br />refund to Client any pre -paid fees for Services not provided. The obligations set forth In this Section shall constitute Visual Labs' entire liability and
<br />Client's sole remedy for the claims set forth in this section.
<br />8.2. By Client. Client shall Indemnify, hold harmless, and, at Visual Labs' option, defend Visual Labs from and against all costs and expenses
<br />(including reasonable attorneys' fees), damages, losses, and liabilities arising out of any (a) IP Exclusions, (b) Client Content or Client's or Its Authorised
<br />Users' use thereof, (c) personal Injury, death, theft, or property damage arising from Client's or its Authorized Users' use of, or access to, the
<br />Proprietary Items, or (d) violations of law or breaches of this Agreement by Client or its Authorized Users. Visual Labs agrees to give Client: (i) prompt
<br />written notice of such claim; (11) authority to control and direct the defense and/or settlement of such claim; and (ill) such Information and assistance
<br />as Client may reasonably request, at Client's expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Client
<br />shall not settle any third -party claim, unless such settlement completely and forever releases Visual Labs with respect thereto or unless Visual Labs
<br />provides its prior written consent to such settlement. In any action for which Client provides defense on behalf of Visual Labs, Visual Labs may
<br />participate in such defense at Its own expense by counsel of its choice.
<br />9. TERM AND TERMINATION
<br />9.1. The initial Subscription Term shall begin on the Effective Date and shall terminate on the last day of the (,Y -,.-.) full month
<br />following the Effective Date. The Subscription Term shall automatically renew for additional (. _) month periods, unless one Party
<br />provides the other Party written notice of Its Intent to not renew the Subscription Term at least thirty (30) days prior to the start of the upcoming
<br />renewal period.
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