Limitation of liability, Termination, Indemnity – Pioneer CNDV-80MT User Manual

Page 5: Miscellaneous

Limitation of Liability.

IN NO EVENT SHALL PIONEER, ITS LICENSORS’ OR SUPPLIER’

AGGREGATE LIABILITY FOR ALL MATTERS ARISING OUT OF THE

SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CON-

TRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT PAID BY

YOU FOR YOUR COPY OF THE PIONEER DATA. PIONEER, ITS

LICENSORS AND SUPPLIERS SHALL NOT BE LIABLE IN ANY

MATTER TO YOU FOR ANY SPECIAL, INDIRECT, CONSEQUEN-

TIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR

LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS

OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF

THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE

DATA, EVEN IF PIONEER, ITS LICENSORS OR SUPPLIERS HAVE

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Termination.

This Agreement will terminate immediately and automatically,

without notice, if you breach any term of this Agreement. You

agree that in the event of termination of the Agreement, you shall

return the Data (including all documentation and all copies) to

PIONEER and its suppliers.

Indemnity.

You agree to indemnify, defend and hold PIONEER, its Licensors,

and its suppliers (including their respective licensors, suppliers,

assignees, subsidiaries, affiliated companies, and the respective

officers, directors, employees, shareholders, agents and repre-

sentatives) free and harmless from and against any liability, loss,

injury (including injuries resulting in death), demand, action, cost,

expense, or claim of any kind or character, including but not lim-

ited to attorney’s fees, arising out of or in connection with any use

or possession by you of the Data.

Additional Provisions with respect to

the Great Britain Data and Northern Ire-

land data only.

a. You are prohibited from removing or obscuring of any copy-

right, trademark or restrictive legend belonging to Ordnance

Survey.

b. The Data may include the data of licensors, including Ord-

nance Survey. Such Data is provided on an “AS IS” AND “WITH

ALL FAULTS BASIS” and the licensors EXPRESSLY DISCLAIM

ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT

NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-

INFRINGE-MENT, MERCHANTABILITY, QUALITY, EFFECTIVE-

NESS, COMPLETENESS, ACCURACY, TITLE AND FITNESS

FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE

QUALITY AND PERFORMANCE OF THE DATA PRODUCT

RESTS WITH YOU. ORDNANCE SURVEY DOES NOT WAR-

RANT THAT THE DATA WILL MEET YOUR REQUIREMENTS,

OR COMPLETE OR ACCURATE OR UP TO DATE OR ACCU-

RATE OR THAT THE OPERATION OF THE DATA WILL BE

UNINTERRUPTED OR ERROR FREE. NO ORAL OR WRITTEN

ADVICE GIVEN BY ORDNANCE SURVEY, PIONEER OR ITS

LICENSORS AND EMPLOYEES CREATES A WARRANTY OR IN

ANY WAY INCREASES ORDNANCE SURVEY’S LIABILITY AND

YOU MAY NOT RELY ON ANY SUCH INFORMATION OR

ADVICE. This is an essential condition of the Agreement and

You accept the Data on that basis.

c. IN NO EVENT SHALL ORDNANCE SURVEY BE LIABLE TO YOU

FOR MATTERS ARISING OUT OF THE SUBJECT MATTER OF

THE AGREEMENTS, WHETHER IN CONTRACT, TORT OR OTH-

ERWISE. THE LICENSORS SHALL NOT BE LIABLE TO YOU

FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCI-

DENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF

BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF

BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF

THE AGREEMENT OR THE USE OF OR INABILITY TO USE THE

DATA, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBIL-

ITY OF SUCH DAMAGES.

d. You are prohibited from using the Data in any printed, pub-

lished form that results in derivative products to be distributed

freely or sold to the public without the prior permission of Ord-

nance Survey.

e. You shall indemnify and hold harmless Ordnance Survey from

and against any claim, demand or action, irrespective of the

nature of the claim, demand or action alleging loss, costs,

damages, expenses, or injury (including injury from death)

resulting from your authorised or unauthorised use, posses-

sion, modification, or alteration of the Data.

f. End User accepts the obligation to, on request, provide Ord-

nance Survey with information on what products and/or serv-

ices containing and/or derived from the Licenced Products

they produce.

g. You are liable to Ordnance Survey in the event of discovery of

breach of the aforementioned contractual terms.

Additional Provisions with respect to

the Denmark Data only.

You shall be prohibited from using the Data to create maps within

telephone books, telephone books or other products similar to tel-

ephone books (e.g. directories), including such products in digital

form.

Additional Provisions with respect to

the Norway Data only.

You shall be prohibited from using the Data to create general pur-

pose printed or digital maps, which are similar to the basic

national products of the Norwegian Mapping Authority. (Any

derivative product of the Data of Norway shall be regarded as sim-

ilar to the basic national products of the Norwegian Mapping

Authority if such derivative product has a regional or national cov-

erage, and at the same time has a content, scale and format that

are similar to the basic national products of the Norwegian Map-

ping Authority.)

10.

Additional Provisions with respect to

the Poland Data only.

You shall be prohibited from using the Data to create printed

maps.

11.

Miscellaneous.

This is the exclusive and complete Agreement between the Licen-

sors and you regarding its subject matter. Nothing in this Agree-

ment shall create a joint venture, partnership or principal-agent

relationship between the Licensors and you. Sections 2 - 4 and 6 -

11 shall survive the expiration or termination of this Agreement.

This Agreement may be amended, altered, or modified only by

PIONEER. You may not assign any part of this Agreement without

PIONEER’ prior written consent. You acknowledge and under-

stand that the Data may be subject to restrictions on exportation

and agree to comply with any applicable export laws. In the event

that any provision or part of a provision of this Agreement is deter-

mined to be invalid, illegal, or unenforceable, such provision or

part thereof shall be stricken from this Agreement and the

remainder of this Agreement shall be valid, legal, and enforceable

to the maximum extent possible. Any notice under this Agreement

shall be delivered by courier to PIONEER, Attention Legal Depart-

ment.

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