B&B Electronics RT3G-320RAC-W - Quick Start Guide - Manual (Page 4)

Miscellaneous.
(v) Subscriber shall immediately notify RACO in writing of any abuse or fraudulent or illegal
use of the Services that becomes known to Subscriber through its exercise of reasonable
diligence. RACO may, by written notice to Subscriber, promptly suspend or cancel the right
to receive the Services. RACO shall have no liability to Subscriber as the result of such a
suspension or termination of Services. RACO reserves the right, but does not assume the
obligation, to interrupt or terminate Services provided to any Identifier in any case where
RACO reasonably suspects fraudulent or illegal use of the Services. Subscriber agrees
that neither RACO nor T-Mobile are liable for any illegal, fraudulent or negligent use of the
Services relating to any Identifiers activated for Subscriber under this Agreement and this
Exhibit, and shall indemnify, defend and hold harmless RACO and T-Mobile and the officers,
employees and agents of each of them from any damages incurred in any such event.
(vi) In no event shall RACO and/or T-Mobile be liable for the failure or incompatibility of
any equipment utilized by Subscriber in connection with the Services. Subscriber shall
use any equipment at Subscriber’s own risk. Subscriber certifies that all equipment sold
by or provided by Subscriber for use with the Services has all necessary FCC and PTCRB
approvals.
(vii) Subscriber shall indemnify, defend and hold harmless, RACO, T-Mobile and the officers,
employees and agents of each of them (the “Indemnified Parties”) from and against all
claims, causes of action, losses, expenses, liability or damages (including reasonable
attorneys’ fees and costs), and including without limitation for any personal injury or death,
arising in any way directly or indirectly in connections with the Agreement and this Exhibit;
the provision or use of the Services; or the use, failure or inability to use, or the unlawful
use of the Services. This provision shall survive the termination of the Agreement and this
Exhibit.
(viii) Subscriber’s Service may be temporarily suspended or permanently terminated upon
little or no notice in the event that RACO’s agreement with T-Mobile is terminated or in the
event the Subscriber violates T-Mobile’s Acceptable Use Policy or other rules and policies.
Subscriber waives any and all claims against T-Mobile, including any roaming carrier, for
such suspension or termination.
(ix) Subscriber shall defend, indemnify, and hold harmless, the Indemnified Parties with
respect to any Losses arising from or relating in any way to any Claim. Subscriber does not,
however, have any obligation to defend, indemnify, or hold the Indemnified Parties harmless
from any Claim to the extent that it alleges that the Service, unmodified from the form in
which it was made available by RACO and T-Mobile and uncombined with any other product
or services, infringes or misappropriates third-party IPR. “Losses” means all obligations,
liabilities, judgments, payments of interest, penalties, amounts paid in settlement,
deficiencies, damages, injuries (including death), costs, and expenses (including all litigation
costs, reasonable attorney’s fees, and shadow counsel fees (in the event of a potential
conflict with counsel provided to the Indemnified Party) incurred by the Indemnified Parties,
or any of them, in relation to any Claim. “Bundled Service” means the Service as modified
Miscellaneous.
or combined by or on behalf of Subscriber to include Subscriber or third-party products,
services, features, and functionalities that are not included in the Service standing alone,
including without limitation vehicle tracking service and devices and remote monitoring of life
sustaining medical equipment. “IPR” means any copyright, trademark, trade secret, patent,
or other intellectual property or other proprietary rights of any kind or nature whatsoever.
For Subscriber as the indemnifying party, “Claim” means any lawsuit, arbitration, demand,
cause of action, action, legal proceeding, or other assertion of rights that:
(x) This Agreement shall be binding upon the parties and their respective successors and
assigns. Subscriber may not assign this Agreement to any third party without RACO’s prior
written consent, which consent may be withheld in RACO’s sole discretion. Subscriber
acknowledges that this Agreement is assignable by RACO.
(xi) All notices hereunder to any party shall be in writing and sent to that party by certified
mail, return receipt requested, to its address set forth in the first paragraph hereof or such
other address as that party may specify from time to time by written notice to the other party.
(xii) Subscriber represents, warrants and covenants that it will not remove from the United
States, or otherwise export or re-export any of the goods or Services provided hereunder
without the prior express written permission of RACO, and then only in accordance with
United States and other applicable export laws and regulations, provided hereunder without
the prior express written permission of RACO, and then only in accordance with United
States and other applicable export laws and regulations, including, without limitation, the
Export Control Act 2002, the Dual Use Items (Export Control) Regulations 2000, and the
export laws and regulations applied by the U.S. Department of Commerce. Client agrees
to indemnify and hold harmless RACO and its officers, employees and affiliates against all
claims, suits, proceedings losses, liability, damages, expenses or costs arising from any
breach of this section.
a. alleges that the Bundled Service infringes (directly, indirectly, or otherwise in any
way) or misappropriates any IPR;
b. relates to any modification of the Service, or combination of the Service with other
technology, by or on behalf of Subscriber (or any of Subscriber’s users or customers
or other third parties that obtained the Service through Subscriber) without RACO’s
express written direction or express written consent (but solely to the extent such
Claim would not have arisen but for some modification or combination);
c. as alleged, reflects a breach by Subscriber of the Agreement or the terms and
conditions in any Exhibit; or
d. as alleged, otherwise arises from or relates to the resale of the Bundled Service.