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8
upon agis' termination of this Agreement due to breach by LICENSEE.
9.2 If the LICENSEE fails to comply with any of the terms and conditions provided herein,
agis may at its option, and in addition to any other remedies that it may be entitled to,
terminate LICENSEE's use of the SERVICES without further notice.
10.
ASSIGNMENT AND SUCCESSORS
10.1 No interest herein shall be assigned or transferred, in whole or in part, without the
prior written consent of agis and any attempt to do so shall be a material breach of
this Agreement and shall render such assignment null and void. The terms and
provisions of this Agreement shall be binding upon and inure to the benefit of the
parties thereto and their successors, assigns and legal representatives.
11.
LIMITATION OF LIABILITY
11.1 agis shall not be liable for any activity involving the installation of the SERVICES, its
use, or the results obtained from such use. IN NO EVENT SHALL agis BE LIABLE
TO LICENSEE OR ITS CUSTOMERS OR END USERS, FOR ANY DAMAGE
WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES FOR LOST
PROFITS OR LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA,
LOSS OF USE OF SOFTWARE, OR CLAIMS BY THIRD PARTIES, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF
OR INABILITY TO USE THE SERVICES, EVEN IF agis HAS BEEN ADVISED OF
THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
IN NO CASE SHALL agis’ LIABILITY EXCEED THE PRICE PAID FOR THE
SERVICES BY THE LICENSEE.
12.
INDEMNITY
12.1 LICENSEE, at its own expense, will defend, indemnify, and hold harmless agis, its
officers, directors, employees and agents, from any and all claims, losses, liabilities,
damages and expenses (including reasonable attorneys' fees) of any kind
whatsoever for injuries to or death of any person (including, but not limited to,
employees of agis) arising out of or related to the use of the SERVICES, and any
subsequent modifications, updates or enhancements to the SERVICES including its
maps, regardless of whether the negligence of agis caused or contributed to the said
injuries or death. This clause shall survive the termination or expiration of this
Agreement.
13.
NO INDEMNITY FROM agis
13.1 LICENSEE assumes all risk of use relating to the SERVICES.
14.
LIMITED WARRANTY
14.1 agis shall use its best efforts to ensure that the SERVICES are delivered free of
physical defect. EXCEPT AS PROVIDED HEREIN, agis MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. No oral or written information or advice
given by agis shall create a warranty or in any way increase the scope of this
warranty.
15.
MISCELLANEOUS
15.1 Entire Agreement. This Agreement constitutes the sole and entire agreement
between the parties as to the matter set forth herein and supercedes any previous
agreements, understandings, or arrangements, oral or written, between the
parties related to the subject matter of this Agreement. Except as otherwise expressly
provided herein, any amendments to this Agreement must be in writing and signed by
an authorized representative of each party.