Common use of Warranty and Limitation of Liability Clause in Contracts

Warranty and Limitation of Liability. SFX warrants to the person or entity that purchases a subscription that (i) any of the products listed in the subscription will perform substantially in accordance with any accompanying Documentation for a period of ninety (90) days from the date of receipt. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Software FX’s and its suppliers’ entire liability and your exclusive remedy shall be, at Software FX’s option, either (i) return of the price paid, if any, or (ii) repair or replacement of the Software that does not meet Software FX’s Limited Warranty and which is returned to Software FX with a copy of your receipt. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. This limited warranty does not apply to Evaluation and/or Pre-release Software. No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR SFX OR ITS SUPPLIER’S BREACH OF WARRANTY. SFX AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SFX AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SFX AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL SFX OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SFX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SFX’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, SFX’s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Software License Agreement between SFX and you. SFX will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that any of the products contained in the subscription and that you are actively using infringes a copyright or violates an intellectual or proprietary right protected by United States (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify SFX in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to SFX at no cost with such assistance and cooperation as SFX may reasonably request from time to time in connection with the defense of the Claim. SFX shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms SFX deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. SFX shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of SFX’s legal counsel the Software is likely to become the subject of a Claim, SFX shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of SFX’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, SFX, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to SFX. THE FOREGOING CONSTITUTES SFX’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customer-supplied elements.

Warranty and Limitation of Liability. SFX FlexProtect warrants to You, as the person or entity original purchaser, that purchases a subscription that the Device will be free from defects in workmanship, excluding installations performed by non FlexProtect approved third-parties, and materials under normal use (i“Defects”) any of the products listed in the subscription will perform substantially in accordance with any accompanying Documentation for a period of ninety one (901) days year from the date of receiptthe service is activated by the selling party. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so During the above limitation may not apply to you. To limited warranty period the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Software FXDevice will be repaired or replaced at FlexProtect’s and its suppliers’ entire liability and your exclusive remedy shall besole discretion, at Software FX’s optionits expense. This limited warranty ONLY COVERS failures due to defects in materials or workmanship for the Device as delivered, either and DOES NOT COVER : (i) return normal wear and tear or cosmetic damage, (ii) failures which are caused by products not supplied by FlexProtect, (iii) failures which result from accidents, misuse, abuse, neglect, mishandling, misapplication, alteration, opening or attempting to open the device, faulty installation, setup adjustments, improper maintenance, if the Device has been used or combined with accessories or device not approved by FlexProtect, power surge, connection to an improper voltage supply, lightning damage, modification, introduction of sand, humidity or liquids, proximity or exposure to heat or chemicals, industrial use of the price paidproduct, if anyor reception problems caused by signal conditions or cable or antenna systems outside the Device, reception problems caused by an inadequate signal level in the operating area, unauthorized use, (iv) service by anyone other than a Factory Service Center or other Authorized Servicer, or (iiv) repair or damage that is attributable to acts of God. EXCEPT AS LISTED UNDER THIS “LIMITED WARRANTY POLICY” THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES OF NON-INFRINGEMENT, ACCURACY, OR ANY OTHER WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW. Further this warranty will be deemed null and void if You did not contact FlexProtect prior to transferring Device to different vehicle. Claims Process: In order to make a claim under the Limited Warranty, you must contact FlexProtect at xxxxxxx@XxxxXxxxxxx.xxx during the Limited Warranty Period to explain the Defect. FlexProtect will troubleshoot the matter. In the event FlexProtect is unable to resolve the issue, FlexProtect shall issue a return authorization number. Upon receipt of the return authorization number, You shall arrange to have the Defective Device returned to FlexProtect (Note: You are responsible for shipping charges to the returns center). FlexProtect shall be responsible for replacement of the Software that does not meet Software FX’s Limited Warranty replacement Device and which is returned shipping costs to Software FX with a copy of your receiptYour Dealer for installation. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code. Any replacement Software will be warranted for the remainder of the original warranty period or Within thirty (30) days, whichever is longer. This limited warranty does not apply to Evaluation and/or Pre-release Software. No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR SFX OR ITS SUPPLIER’S BREACH OF WARRANTY. SFX AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SFX AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SFX AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL SFX OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SFX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SFX’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT. Because some states and jurisdictions do not allow the exclusion or limitation days of liability, the above limitation may not apply to you. In such states and jurisdictions, SFXFlexProtect’s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions issuance of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Software License Agreement between SFX and you. SFX will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that any of the products contained in the subscription and that you are actively using infringes a copyright or violates an intellectual or proprietary right protected by United States (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify SFX in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to SFX at no cost with such assistance and cooperation as SFX may reasonably request from time to time in connection with the defense of the Claim. SFX shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms SFX deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. SFX shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of SFX’s legal counsel the Software is likely to become the subject of a Claim, SFX shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of SFX’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, SFX, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to SFX. THE FOREGOING CONSTITUTES SFX’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customer-supplied elementsreturn authorization number.

Warranty and Limitation of Liability. SFX warrants THE STJE Spectra Database are provided “as is” without warranty of any kind, expressed or implied, including, but not limited to warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose. Further STJE does not warrant that the Spectra Database or any related service will always be available. STJE is not responsible for any compatibility conflicts that may occur with 3rd party spectra database or software packages. Subject to the person or entity that purchases a subscription that (i) any of the products exceptions listed in the subscription will perform substantially above section and the limitations and disclaimers set forth below, STJE's sole warranty and representation to the Customer is the Services shall be performed in a good and workmanlike manner. Neither STJE nor STJE’s resellers shall be responsible for providing Services to the extent that the issue is caused by (a) Customer’s misuse, improper use, mis-configuration, alteration, or damage to the STJE Spectra Database; (b) Customer’s use of the STJE Spectra Database with any hardware or software not supplied or supported by STJE; (c) Customer’s failure to install an update to the STJE Spectra Database if such update would have resolved the issue; or (d) uses in a manner not in accordance with any accompanying Documentation the Agreement. STJE shall have no responsibility for a period loss of ninety (90) days from the date of receipt. Some states and jurisdictions do not allow limitations on duration of an implied warrantyor damage to Customer’s data, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Software FX’s and its suppliers’ entire liability and your exclusive remedy shall be, at Software FX’s option, either (i) return regardless of the price paidcause of any such loss or damage. STJE MAKES NO AND DISCLAIMS ALL OTHER REPRESENTATIONS, if anyGUARANTIES, or (ii) repair or replacement of the Software that does not meet Software FX’s Limited Warranty and which is returned to Software FX with a copy of your receipt. This Limited Warranty is void if failure of the Software has resulted from accidentCONDITIONS OR WARRANTIES OF ANY KIND WHATSOEVER, abuseWHETHER EXPRESS OR IMPLIED OR ARISING UNDER ANY STATUTE, misapplicationORDINANCE, abnormal useCOMMERCIAL USAGE OR OTHERWISE, Trojan horse, virus, or any other malicious external code. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. This limited warranty does not apply to Evaluation and/or Pre-release Software. No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR SFX OR ITS SUPPLIER’S BREACH OF WARRANTY. SFX AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM WITH RESPECT TO THE EXTENT WHICH SERVICES PROVIDED HEREIN AND THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU PRODUCTS AND MATERIALS PROVIDED IN YOUR JURISDICTION, SFX AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SFX AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIEDCONNECTION WITH SUCH SERVICES, INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, IMPLIED WARRANTIES ANY WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF MERCHANTABILITYTHE SERVICE, PRODUCTS AND MATERIALS, OR THEIR FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD RELATING TO THE SOFTWAREINFRINGEMENT OF ANY PATENT, AND THE PROVISION COPYRIGHT, OR OTHER PROPRIETARY RIGHT, OR ARISING OUT OF OR FAILURE TO PROVIDE SUPPORT SERVICESIN CONNECTION WITH THE PERFORMANCE OF THE SERVICES HEREIN. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL SFX OR ITS SUPPLIERS STJE BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTALCONSEQUENTIAL OR INCIDENTAL LOSSES OR DAMAGES, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATIONUSE, OR ANY LIABILITIES TO OTHER PECUNIARY LOSS) ARISING OUT PARTIES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT, OR BY THE NEGLIGENCE OF THE USE OF SERVICE PROVIDER OR INABILITY TO USE OTHERWISE. THE SOFTWARE OR CUSTOMER ACKNOWLEDGES AND AGREES THAT STJE’S LIABILITY AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SFX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SFXCUSTOMER’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT SHALL BE EXCLUSIVE REMEDY IS LIMITED TO THE AMOUNT ACTUALLY PAID PERFORMANCE OF THE SERVICES PROVIDED BY YOU FOR THIS AGREEMENT OR THE FAIR MARKET VALUE THEREOF. STJE DOES NOT WARRANT THAT ANY SOFTWARE PRODUCTPROVIDED IN CONNECTION WITH THE SERVICES WILL OPERATE ERROR-FREE OR UNITERRUPTED, OR THAT THE SERVICES AND THE PRODUCTS AND MATERIALS PROVIDED IN CONNECTION WITH SUCH SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS. Because some states Representations and jurisdictions do warranties made by any person, including but not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, SFX’s liability shall be limited to the greatest extent permitted by law and the limitations representatives of STJE, which are inconsistent or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Software License Agreement between SFX and you. SFX will indemnify and hold you harmless and will defend conflict with or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that any of the products contained in the subscription and that you are actively using infringes a copyright or violates an intellectual or proprietary right protected by United States (“Claim”), but only addition to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 terms of this Agreement except as otherwise expressly provided. You must notify SFX in writing of any Claim within ten (10) business days after you first receive notice of the Claimwarranty, and you shall provide to SFX at no cost with such assistance and cooperation as SFX may reasonably request from time to time in connection with the defense of the Claim. SFX shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms SFX deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. SFX shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of SFX’s legal counsel the Software is likely to become the subject of a Claim, SFX shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of SFX’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, SFX, at its own election, may terminate this Software License Agreement without penalty, binding upon STJE unless reduced to writing and will refund to you on a pro rata basis any fees paid in advance approved by you to SFX. THE FOREGOING CONSTITUTES SFX’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customer-supplied elementsan expressly authorized officer of STJE.

Warranty and Limitation of Liability. SFX MOGO warrants to You, as the person or entity original purchaser, that purchases a subscription that the Device will be free from defects in workmanship, excluding installations performed by non-MOGO approved third-parties, and materials under normal use (i“Defects”) any of the products listed in the subscription will perform substantially in accordance with any accompanying Documentation for a period of ninety one (901) days year from the date of receiptthe service is activated by the selling party. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so During the above limitation may not apply to you. To limited warranty period the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Software FXDevice will be repaired or replaced at MOGO’s and its suppliers’ entire liability and your exclusive remedy shall besole discretion, at Software FX’s optionits expense. This limited warranty ONLY COVERS failures due to defects in materials or workmanship for the Device as delivered, either and DOES NOT COVER : (i) return normal wear and tear or cosmetic damage, (ii) failures which are caused by products not supplied by MOGO, (iii) failures which result from accidents, misuse, abuse, neglect, mishandling, misapplication, alteration, opening or attempting to open the device, faulty installation, setup adjustments, improper maintenance, if the Device has been used or combined with accessories or device not approved by MOGO, power surge, connection to an improper voltage supply, lightning damage, modification, introduction of sand, humidity or liquids, proximity or exposure to heat or chemicals, industrial use of the price paidproduct, if anyor reception problems caused by signal conditions or cable or antenna systems outside the Device, reception problems caused by an inadequate signal level in the operating area, unauthorized use, (iv) service by anyone other than a Factory Service Center or other Authorized Servicer, or (iiv) repair or damage that is attributable to acts of God. EXCEPT AS LISTED UNDER THIS “LIMITED WARRANTY POLICY” THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES OF NON-INFRINGEMENT, ACCURACY, OR ANY OTHER WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW. Further this warranty will be deemed null and void if You did not contact MOGO prior to transferring Device to different vehicle. Claims Process: In order to make a claim under the Limited Warranty, you must contact MOGO at xxxxxxx@XXXXXXXXX.xxx during the Limited Warranty Period to explain the Defect. MOGO will troubleshoot the matter. In the event MOGO is unable to resolve the issue, MOGO shall issue a return authorization number. Upon receipt of the return authorization number, You shall arrange to have the Defective Device returned to MOGO (Note: You are responsible for shipping charges to the returns center). MOGO shall be responsible for replacement of the Software that does not meet Software FX’s Limited Warranty replacement Device and which is returned shipping costs to Software FX with a copy of your receiptYour Dealer for installation. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code. Any replacement Software will be warranted for the remainder of the original warranty period or Within thirty (30) days, whichever is longer. This limited warranty does not apply to Evaluation and/or Pre-release Software. No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR SFX OR ITS SUPPLIER’S BREACH OF WARRANTY. SFX AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SFX AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SFX AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL SFX OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SFX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SFX’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT. Because some states and jurisdictions do not allow the exclusion or limitation days of liability, the above limitation may not apply to you. In such states and jurisdictions, SFXMOGO’s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Software License Agreement between SFX and you. SFX will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that any of the products contained in the subscription and that you are actively using infringes a copyright or violates an intellectual or proprietary right protected by United States (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify SFX in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to SFX at no cost with such assistance and cooperation as SFX may reasonably request from time to time in connection with the defense of the Claim. SFX shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms SFX deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. SFX shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject issuance of a Claim or its use is enjoined, or if in the opinion of SFX’s legal counsel the Software is likely to become the subject of a Claim, SFX shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of SFX’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, SFX, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to SFX. THE FOREGOING CONSTITUTES SFX’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customer-supplied elementsreturn authorization number.

Warranty and Limitation of Liability. SFX National Auto Care warrants to You, as the person or entity original purchaser, that purchases a subscription that the Device will be free from defects in workmanship, excluding installations performed by non-National Auto Care approved third-parties, and materials under normal use (i“Defects”) any of the products listed in the subscription will perform substantially in accordance with any accompanying Documentation for a period of ninety one (901) days year from the date of receiptthe service is activated by the selling party. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so During the above limitation may not apply to you. To limited warranty period the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Software FXDevice will be repaired or replaced at National Auto Care’s and its suppliers’ entire liability and your exclusive remedy shall besole discretion, at Software FX’s optionits expense. This limited warranty ONLY COVERS failures due to defects in materials or workmanship for the Device as delivered, either and DOES NOT COVER : (i) return normal wear and tear or cosmetic damage, (ii) failures which are caused by products not supplied by National Auto Care, (iii) failures which result from accidents, misuse, abuse, neglect, mishandling, misapplication, alteration, opening or attempting to open the Device, faulty installation, setup adjustments, improper maintenance, if the Device has been used or combined with accessories or device not approved by National Auto Care, power surge, connection to an improper voltage supply, lightning damage, modification, introduction of sand, humidity or liquids, proximity or exposure to heat or chemicals, industrial use of the price paidDevice, if anyor reception problems caused by signal conditions or cable or antenna systems outside the Device, reception problems caused by an inadequate signal level in the operating area, unauthorized use, (iv) service by anyone other than a factory service center or other authorized servicer, or (iiv) repair or damage that is attributable to acts of God. EXCEPT AS LISTED UNDER THIS “LIMITED WARRANTY POLICY” THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES OF NON-INFRINGEMENT, ACCURACY, OR ANY OTHER WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW. Further this warranty will be deemed null and void if You did not contact National Auto Care prior to transferring the Device. Claims Process: In order to make a claim under the Limited Warranty, You must contact National Auto Care at 1-800-548-1875. during the Limited Warranty Period to explain the Defect. National Auto Care will troubleshoot the matter. In the event National Auto Care is unable to resolve the issue, National Auto Care shall issue a return authorization number. Upon receipt of the return authorization number, You shall arrange to have the defective Device returned to National Auto Care (Note: You are responsible for shipping charges to the returns center). National Auto Care shall be responsible for replacement of the Software that does not meet Software FX’s Limited Warranty replacement Device and which is returned shipping costs to Software FX with a copy Your dealer for installation. Miscellaneous: If any part of your receipt. This this Limited Warranty is void if failure of the Software has resulted from accidentheld to be invalid or unenforceable, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longerLimited Warranty shall nonetheless remain in full force and effect. This limited warranty does not apply to Evaluation and/or Pre-release Software. No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE REPAIR OR REPLACEMENT OF A DEFECTIVE PRODUCT IS YOUR SOLE AND EXCLUSIVE REMEDIES REMEDY UNDER THE LIMITED WARRANTY. SOFTWARE LOADED ON THE DEVICE AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY. NATIONAL AUTO CARE SHALL NOT BE LIABLE FOR SFX ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR ITS SUPPLIER’S EXEMPLARY DAMAGES FOR BREACH OF WARRANTY. SFX AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SFX AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SFX NATIONAL AUTO CARE EXPRESSLY DISCLAIMS, AND ITS SUPPLIERS DISCLAIM YOU EXPRESSLY WAIVE, ALL OTHER WARRANTIES AND CONDITIONSWARRANTIES, EITHER EXPRESS OR WHETHER EXPRESSED, IMPLIED, INCLUDINGOR STATUTORY, BUT NOT LIMITED TO, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT PURPOSE OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL SFX OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATIONUSE, OR ANY OTHER PECUNIARY LOSS) WARRANTY ARISING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE. THE USE TERM OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SFX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SFX’S ENTIRE LIABILITY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT APPLICABLE LAW SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, SFX’s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Software License Agreement between SFX and you. SFX will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that any of the products contained in the subscription and that you are actively using infringes a copyright or violates an intellectual or proprietary right protected by United States (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify SFX in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to SFX at no cost with such assistance and cooperation as SFX may reasonably request from time to time in connection with the defense of the Claim. SFX shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms SFX deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. SFX shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of SFX’s legal counsel the Software is likely to become the subject of a Claim, SFX shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of SFX’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, SFX, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to SFX. DURATION OF THE FOREGOING CONSTITUTES SFX’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENTEXPRESS WARRANTY PERIOD. This indemnity does not apply to infringements that would not be such, except for customer-supplied elementsNO EMPLOYEE OR AGENT OF NATIONAL AUTO CARE HAS THE AUTHORITY TO GRANT ANY OTHER WARRANTY TO YOU WRITTEN OR ORAL.

Warranty and Limitation of Liability. SFX Provided that Licensee has purchased Professional Services and is current in its payment for Professional Services, the following limited warranty and limitation of liability shall apply solely with respect to Professional Services: The Service Provider warrants that the Work Product will substantially conform to the person specifications set forth in the SOW (the“Specifications”). The sole responsibility of the Service Provider shall be to correct or entity replace that purchases a subscription portion of the Work Product which fails to conform to the Specifications; provided, however, that Licensee has reported in writing any defect or error within sixty (60) days of delivery (the “Review Period”) of the Work Product. The Service Provider shall have no liability if (i) any of Licensee modifies the products listed in the subscription will perform substantially in accordance with any accompanying Documentation for a period of ninety (90) days from the date of receipt. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Software FX’s and its suppliers’ entire liability and your exclusive remedy shall be, at Software FX’s option, either (i) return of the price paid, if any, or Work Product without prior written consent; (ii) repair or replacement Licensee fails to give written notice of the Software that does not meet Software FX’s Limited Warranty and which is returned non-conformance of the Work Product to Software FX with a copy of your receipt. This Limited Warranty is void if the Specifications within the Review Period; or (iii) the failure of the Software has resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virusWork Product to conform to the Specifications is caused in whole or part by persons other than the Service Provider, or any other malicious external code. Any replacement Software will be warranted for by products, equipment or computer programs not licensed by the remainder of Service Provider or Focus PLM, if not the original warranty period or thirty (30) days, whichever is longer. This limited warranty does not apply to Evaluation and/or Pre-release Software. No Other Warranties and DisclaimerService Provider. THE FOREGOING LIMITED EXPRESS WARRANTY AND REMEDIES STATE SET FORTH IN THIS SUBSECTION C.5 IS THE SOLE AND EXCLUSIVE REMEDIES FOR SFX ONLY WARRANTY GIVEN BY THE SERVICE PROVIDER WITH RESPECT TO PROFESSIONAL SERVICES OR ITS SUPPLIER’S BREACH OF WARRANTY. SFX AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE WORK PRODUCT; THE SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR RESULTS YOU MAY OBTAIN ARISING BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTYCUSTOM OR TRADE USAGE, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO SPECIFICALLY DISCLAIMS THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SFX AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SFX AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. THE SOFTWARESERVICE PROVIDER’S EXPRESS WARRANTY SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF, THE PROVISION SERVICE PROVIDER’S RENDERING OF TECHNICAL OR FAILURE TO PROVIDE SUPPORT OTHER ADVICE OR SERVICE IN CONNECTION WITH ITS PERFORMANCE OF PROFESSIONAL SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL SFX OR ITS SUPPLIERS BE LIABLE THE SERVICE PROVIDER’S LIABILITY FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PROFESSIONAL SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SFX HAS BEEN ADVISED OF WORK PRODUCT EXCEED THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SFX’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT FEES ACTUALLY PAID BY YOU LICENSEE FOR THE SOFTWARE PRODUCT. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, SFX’s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Software License Agreement between SFX and you. SFX will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that any of the products contained in the subscription and that you are actively using infringes a copyright or violates an intellectual or proprietary right protected by United States WORK PRODUCT IN THE TWELVE (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify SFX in writing of any Claim within ten (1012) business days after you first receive notice of the Claim, and you shall provide to SFX at no cost with such assistance and cooperation as SFX may reasonably request from time to time in connection with the defense of the Claim. SFX shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms SFX deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. SFX shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of SFX’s legal counsel the Software is likely to become the subject of a Claim, SFX shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of SFX’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, SFX, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to SFX. THE FOREGOING CONSTITUTES SFX’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customerMONTH PERIOD IMMEDIATELY PRECEDING NON-supplied elementsCONFORMANCE TO SPECIFICATIONS GIVING RISE TO SUCH CLAIM.

Warranty and Limitation of Liability. SFX Litronic warrants its product(s) to the person or entity that purchases a subscription that (i) any of the products listed original purchaser, to be free from defects in the subscription will perform substantially material and workmanship and to be made in accordance with BIZ's specifications which have been accepted in writing by Litronic. In no event, however, shall Litronic be liable or have any accompanying Documentation for responsibility under such warranty if the product(s) has been improperly stored, installed, used or maintained, if the product(s) is damaged or fails to operate properly as a period result of interconnection with the equipment of BIZ, or if BIZ has permitted any unauthorized modifications, adjustments and/or repairs to be made to such product(s). Litronic's obligation hereunder is limited solely to repairing or replacing (at its option), at its factory, any product(s) or parts thereof, which prove to Litronic's satisfaction to be defective as a result of defective materials or workmanship within ninety (90) days from the date (of receipt. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply shipment to you. To the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Software FX’s and its suppliers’ entire liability and your exclusive remedy shall be, at Software FX’s option, either (i) return of the price paid, if any, or (ii) repair or replacement of the Software that does not meet Software FX’s Limited Warranty and which is returned to Software FX with a copy of your receipt. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code. Any replacement Software will be warranted for the remainder of the original warranty period or BIZ); provided, however, that written notice of any claimed defect shall have been given to Litronic within thirty (30) daysdays from the date any such defect is first discovered. The product(s) or part(s) claimed to be defective must be returned to Litronic, whichever transportation pre-paid by BIZ, with written specification of the claimed defect. Evidence acceptable to Litronic must be furnished that the claimed defects were not caused by misuse, abuse, or neglect by anyone other than Litronic. Litronic's obligations hereunder do not include any responsibility for any costs occasioned by removal, claims, or remedies with respect to direct damage, loss of use, lost profits, or other secondary or consequential damage of any kind, however occasioned. Litronic's total obligation under this warrant is longer. This limited warranty does not apply to Evaluation and/or Pre-release Software. No Other Warranties and Disclaimerthe original purchase price of the products or services found to be defective within the terms of this warranty. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR SFX OR ITS SUPPLIER’S BREACH IS IN LIEU OF WARRANTY. SFX AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. ALL OTHER WARRANTIES (EXCEPT FOR THE FOREGOING LIMITED WARRANTYAS TO TITLE), AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SFX AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, WHETHER EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SFX AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL SFX OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, INCLUDING WITHOUT LIMITATION, DAMAGES ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SFX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SFX’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, SFX’s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Software License Agreement between SFX and you. SFX will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that any of the products contained in the subscription and that you are actively using infringes a copyright or violates an intellectual or proprietary right protected by United States (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify SFX in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to SFX at no cost with such assistance and cooperation as SFX may reasonably request from time to time in connection with the defense of the Claim. SFX shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms SFX deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. SFX shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of SFX’s legal counsel the Software is likely to become the subject of a Claim, SFX shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of SFX’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, SFX, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to SFX. THE FOREGOING CONSTITUTES SFX’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customer-supplied elements.PARTICULAR PURPOSE,

Warranty and Limitation of Liability. SFX ElasticM2M warrants to You, as the person or entity original purchaser, that purchases a subscription that the Device will be free from defects in workmanship, excluding installations performed by non ElasticM2M approved third-parties, and materials under normal use (i“Defects”) any of the products listed in the subscription will perform substantially in accordance with any accompanying Documentation for a period of ninety one (901) days year from the date of receiptthe service is activated by the selling party. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so During the above limitation may not apply to you. To limited warranty period the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Software FXDevice will be repaired or replaced at ElasticM2M’s and its suppliers’ entire liability and your exclusive remedy shall besole discretion, at Software FX’s optionits expense. This limited warranty ONLY COVERS failures due to defects in materials or workmanship for the Device as delivered, either and DOES NOT COVER : (i) return normal wear and tear or cosmetic damage, (ii) failures which are caused by products not supplied by ElasticM2M, (iii) failures which result from accidents, misuse, abuse, neglect, mishandling, misapplication, alteration, opening or attempting to open the device, faulty installation, setup adjustments, improper maintenance, if the Device has been used or combined with accessories or device not approved by ElasticM2M, power surge, connection to an improper voltage supply, lightning damage, modification, introduction of sand, humidity or liquids, proximity or exposure to heat or chemicals, industrial use of the price paidproduct, if anyor reception problems caused by signal conditions or cable or antenna systems outside the Device, reception problems caused by an inadequate signal level in the operating area, unauthorized use, (iv) service by anyone other than a Factory Service Center or other Authorized Servicer, or (iiv) repair or damage that is attributable to acts of God. EXCEPT AS LISTED UNDER THIS “LIMITED WARRANTY POLICY” THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES OF NON-INFRINGEMENT, ACCURACY, OR ANY OTHER WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW. Further this warranty will be deemed null and void if You did not contact ElasticM2M prior to transferring Device to different vehicle. Claims Process: In order to make a claim under the Limited Warranty, you must contact ElasticM2M at xxxxxxx@XxxxxxxX0X.xxx during the Limited Warranty Period to explain the Defect. ElasticM2M will troubleshoot the matter. In the event ElasticM2M is unable to resolve the issue, ElasticM2M shall issue a return authorization number. Upon receipt of the return authorization number, You shall arrange to have the Defective Device returned to ElasticM2M (Note: You are responsible for shipping charges to the returns center). ElasticM2M shall be responsible for replacement of the Software that does not meet Software FX’s Limited Warranty replacement Device and which is returned shipping costs to Software FX with a copy of your receiptYour Dealer for installation. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code. Any replacement Software will be warranted for the remainder of the original warranty period or Within thirty (30) days, whichever is longer. This limited warranty does not apply to Evaluation and/or Pre-release Software. No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR SFX OR ITS SUPPLIER’S BREACH OF WARRANTY. SFX AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SFX AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SFX AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL SFX OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SFX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SFX’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT. Because some states and jurisdictions do not allow the exclusion or limitation days of liability, the above limitation may not apply to you. In such states and jurisdictions, SFXElasticM2M’s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions issuance of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Software License Agreement between SFX and you. SFX will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that any of the products contained in the subscription and that you are actively using infringes a copyright or violates an intellectual or proprietary right protected by United States (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify SFX in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to SFX at no cost with such assistance and cooperation as SFX may reasonably request from time to time in connection with the defense of the Claim. SFX shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms SFX deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. SFX shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of SFX’s legal counsel the Software is likely to become the subject of a Claim, SFX shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of SFX’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, SFX, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to SFX. THE FOREGOING CONSTITUTES SFX’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customer-supplied elementsreturn authorization number.

Warranty and Limitation of Liability. SFX warrants to If Partner notifies SpinGo that the person SpinGo Platform or entity that purchases a subscription that (i) any feature of the products listed SpinGo Platform is not functioning properly, SpinGo may undertake such efforts as, in SpinGo’s sole discretion, are calculated to correct the problem. In no event shall SpinGo be responsible for any issues or problems arising from any website operated by Partner (each a “Partner Website”) whether or not caused by the SpinGo Platform. Partner’s sole remedy in the subscription will perform substantially in accordance event the SpinGo Platform interferes with a Partner Website or that the SpinGo Platform or any accompanying Documentation for a period of ninety (90) days from the date of receipt. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Software FX’s and its suppliers’ entire liability and your exclusive remedy shall be, at Software FX’s option, either (i) return feature of the price paid, if any, or (ii) repair or replacement of the Software that does SpinGo Platform is not meet Software FX’s Limited Warranty and which functioning properly is returned to Software FX with a copy of your receipt. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. This limited warranty does not apply terminate this Agreement by giving written notice to Evaluation and/or Pre-release Software. No Other Warranties and DisclaimerSpinGo. THE FOREGOING LIMITED LICENSE Set forth in section 1 above is PROVIDED "AS IS" WITHOUT WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR SFX OR ITS SUPPLIER’S BREACH OF WARRANTY. SFX AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTYANY KIND, AND FOR ANY WARRANTYORAL, CONDITIONWRITTEN, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTIONSTATUTORY, SFX AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SFX AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Partner BEARS ALL RISK RELATING TO QUALITY AND PERFORMANCE OF THE SpinGo platform or any portion thereof. WITHOUT LIMITING THE FOREGOING, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL SFX OR ITS SUPPLIERS SpinGo DOES NOT WARRANT THAT ALL ERRORS CAN BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATIONCORRECTED, OR THAT OPERATION OF THE SpinGo Platform SHALL BE UNINTERRUPTED OR ERROR-FREE. In no event will SpinGo, its employees or agents be liable for any lost profits, indirect, incidental, special, punitive or consequential damages, including damages due to loss of data or goodwill, arising out of this Agreement or the use of or reliance upon the SpinGo Platform, even if SpinGo has been advised of the possibility of such damages. UNDER NO CIRCUMSTANCE WILL SpinGo’S TOTAL LIABILITY OF ANY OTHER PECUNIARY LOSS) KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SFX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SFX’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID BY YOU FOR Partner TO SpinGo DURING THE SOFTWARE PRODUCT. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, SFX’s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Software License Agreement between SFX and you. SFX will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that any of the products contained in the subscription and that you are actively using infringes a copyright or violates an intellectual or proprietary right protected by United States (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify SFX in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to SFX at no cost with such assistance and cooperation as SFX may reasonably request from time to time in connection with the defense of the Claim. SFX shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms SFX deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. SFX shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of SFX’s legal counsel the Software is likely to become the subject of a Claim, SFX shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of SFX’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, SFX, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to SFX. THE FOREGOING CONSTITUTES SFX’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customer-supplied elementsIMMEDIATELY PRECEDING TWELVE MONTH PERIOD.