ePad User Guide
– Product Family Reference
12
have occurred without such use or combination, (ii) use
of the Software by you, after having received notice from
ePadLink that the Software infringes the proprietary rights
of a third party, and ePadLink has performed one of the
options in the preceding paragraph, or (iii) use of other
than the latest unmodified version of the Software
provided to you by ePadLink, if the infringement would
have been avoided by the use of such version.
b. Indemnification Procedures. The indemnification
obligation of ePadLink under Section 9a is conditioned
upon the following: (i) you shall promptly notify ePadLink
in writing of any claim of infringement by any third party;
(ii) your giving ePadLink sole control over the defense
and settlement of such third party claim; (iii) you, to the
extent reasonable, cooperating with ePadLink in the
defense or settlement of such third party claim. Your
failure to promptly give notice
shall affect ePadLink’s
obligation to indemnify you only to the
extent ePadLink’s
rights are materially prejudiced by such failure.
c. Indemnification of ePadLink. Except for the foregoing
infringement claims, you shall indemnify and hold
harmless ePadLink and any Third Party Developers, their
directors, shareholders, officers, agents and employees
harmless from and against any claims, demands or
causes of action whatsoever, including without limitation
those arising on account of your modification or
enhancement of the Software or otherwise caused by, or
arising out of, or resulting from, the exercise or practice of
the license granted hereunder.
10. Limitation of Liability.
a. Consequential Damages Waiver. YOU ACKNOWLEDGE
AND AGREE THAT THE CONSIDERATION WHICH
EPADLINK IS CHARGING HEREUNDER DOES NOT
INCLUDE ANY CONSIDERATION FOR ASSUMPTION
BY EPADLINK OF THE RISK OF YOUR
CONSEQUENTIAL OR INCIDENTAL DAMAGES
WHICH MAY ARISE IN CONNECTION WITH YOUR
USE OF THE SOFTWARE AND DOCUMENTATION.
