Haivision Mantaray, Руководство администратора

Страница: 56 / 60

Warranty Information
Software End User License Agreement
Mantaray Administrator’s Guide, v1.0.3, Issue 01 56
INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE PRODUCT, BE
LIABLE TO YOU, YOUR CUSTOMERS OR TO ANY OTHER THIRD PARTY FOR CONSE-
QUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST
PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS OR FOR ANY DAMAGES FOR
ANY BREACH OF THE TERMS OF THIS AGREEMENT OR FOR LOST OR CORRUPTED
DATA ARISING FROM ANY CLAIM OR ACTION HEREUNDER, BASED ON CONTRACT,
TORT OR OTHER LEGAL THEORY (INCLUDING NEGLIGENCE)AND WHETHER OR NOT
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
HAIVISION SHALL NOT BE LIABLE FOR DAMAGES FOR ANY CAUSE WHATSOEVER IN
AN AMOUNT IN EXCESS OF THE FEE PAID TO HAIVISION BY YOU FOR THE
RELEVANT PRODUCT.
5. INDEMNIFICATION
5.1. Indemnification by Haivision.
(a)
Haivision shall indemnify and hold You harmless against any and all actions, claims, losses,
damages, liabilities, awards, costs and expenses (including reasonable attorneys’ fees) (“Claims”)
arising out of
(i)
any accusation or purported violation of any third person’s US and Canadian copy-
right, trademark, patent rights or trade secrets, proprietary information on account of Your use of the
Product when used in accordance with the terms of this Agreement, or
(ii)
relating to or arising out
of any negligence or willful misconduct on the part of Haivision or any breach by Haivision of the
terms of this Agreement or any Maintenance and Support Agreement, or applicable law. You shall
promptly notify Haivision in writing of any such Claim and promptly tender the control of the
defense and settlement of any such Claim to Haivision. Haivision shall thereafter undertake the
defense of any such Claim using counsel of its choice. You shall cooperate with Haivision, in
defending or settling such Claim at the expense of Haivision; provided that Haivision shall not settle
any Claim against You which would require the payment of money by You without the prior written
consent of You, which consent shall not be unreasonably withheld. You shall have the right to
consult and provide input into the defense with counsel of its choice at its own expense. Haivision
shall not reimburse You for any expenses incurred by You without the prior written approval of
Haivision, which approval shall not be unreasonably withheld.
(b)
If any Product is, or in the opinion of Haivision may become, the subject of any Claim for infringe-
ment, then Haivision may, or if it is adjudicatively determined that any of the Product infringes in
the manner described above (except to the extent that any translation, modification, addition or
deletion or combination by You is the sole source of such Claim), then Haivision shall, at its option,
either
(i)
procure for You the right to continue use of the Product for the term hereof,
(ii)
replace or
modify the Product with other suitable and reasonably equivalent products so that the Product
becomes non-infringing, or
(iii)
terminate this Agreement and refund to You a portion of the fee paid
for the relevant Product.
(c)
Haivision shall have no liability for:
(i)
the use of other than the then current release of the Product;
(ii)
the use of the Product other than as set forth in its accompanying documentation and as permitted
herein;
(iii)
the modification of any of the Product by any party other than Haivision; or
(iv)
any
infringement arising from the use of any Product by You after Haivision has issued a written notice
to You requiring You to cease using such Product when Haivision exercises its option to terminate
the License pursuant to Section
3.2 (collectively, “Exclusions”). SECTION 5.1 STATES HAIVI-
SION’S ENTIRE OBLIGATION WITH RESPECT TO ANY CLAIM REGARDING THE INTEL-
LECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
5.2. Indemnification by You.
You shall indemnify and hold Haivision harmless against any and all Claims
directly or indirectly arising out of, or in any manner whatsoever associated or connected with Your
performance, purported performance or non-performance of your rights and obligations under this