E xceptions. Notwithstanding the foregoing, each Customer agrees to ensure that all uses by Customer or by any party’s confidentiality obligations hereunder shall not apply to information that: (i) is already known to the receiving party without a pre-existing restriction as to disclosure; (ii) is or becomes publicly available without fault of the receiving party;
E xceptions. 11.3.1 Clauses 11.1 and 11.2 do not apply to either party’s (i) willful misconduct or gross negligence, (ii) infringement or misappropriation of any of the other party’s Intellectual Property Rights, (iii) personal injury (including death) caused by either party’s negligent act or omission, (iv) liability or loss which may not be limited by applicable law.
11.3.2 Clause 11.2 does not apply to (i) each party’s defense and indemnification obligations, (ii) Customer’s obligations to pay fees and expenses when due and payable under the Agreement, nor (iii) either party’s obligations under Clause 7 (Confidential Information) and/or Clause 8 (Data Protection), provided, however, that except to the extent of willful misconduct or gross negligence of Unaro, Unaro’s maximum aggregate liability under Clause 8 shall not exceed three times (3X) the fees paid or payable by Customer to Unaro under the affected Sales Order in the twenty four (24) month period immediately preceding Customer’s first assertion of the claim.
E xceptions. No obligation of confidentiality applies to any information that is:
a) In the public domain other than by a breach of this Agreement on the part of the Recipient; or
b) Rightfully received without any obligation of confidentiality; or
c) Independently developed; or
d) Already possessed without obligation of confidentiality.
E xceptions. The Discloser agrees that the foregoing obligations shall not apply with respect to any information that the Recipient can document (a) is or becomes generally available to the public through no fault of the Recipient,
E xceptions. This Warranty does not cover defects caused by modifications not approved by Lifesize, physical damage not caused by Lifesize or an authorized agent of Lifesize, misuse, accidents, improper storage, improper installation, environmental operating conditions or connectivity (audio, network, or electrical), unauthorized repairs, abnormal physical stress, connection with third-party hardware or software not approved by Lifesize or an authorized agent of Lifesize, or any further damage caused by inadequate packaging for return of the Lifesize Product. If (i) Lifesize determines, in its reasonable discretion, that a returned Lifesize Product replaced under this Warranty is not covered by this Warranty, or if (ii) Lifesize is unable to evaluate the condition of a Lifesize Product for which an RMA was obtained because such Lifesize Product was not returned as set forth in these RaaS Terms, then Customer agrees it will pay a fee of the then current list price of the Lifesize Product.
E xceptions. Confidential Information will not include any information that (a) was publicly known and made generally available prior to the time of disclosure by the disclosing party, (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party, (c) is already in the possession of the receiving party at the time of disclosure, (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality, or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
E xceptions. Despite the provisions of Section 16.1 above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of law; or (iv) file suit in a court of law to address an intellectual property infringement claim.
E xceptions. The receiving party’s obligations under this section will not apply to information that such party can document:
i. is or becomes generally available to the public through no fault or breach of that party;
ii. was in that party’s possession free of any obligation of confidence at the time it was communicated to that party by the disclosing party, or at a later time is rightfully received by that party from a third party without restriction and without breach of any obligation owed to the disclosing party; or
iii. was developed by employees, agents, or consultants of that party independently of and without reference to any information communicated to that party by the disclosing party.
E xceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall, unless otherwise prohibited by applicable law, use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this Agreement and the relationship of the parties but agrees that the specific terms of this Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
E xceptions. 10.3.1. Sections 10.1 and 10.2 do not apply to either party’s
(a) willful misconduct or gross negligence,
(b) infringement or misappropriation of any of the other’s Intellectual Property Rights, or
(c) liability or loss which may not be limited by applicable law.
10.3.2. Notwithstanding Section 10.1, the following will be deemed direct damages for purposes of this Agreement:
(a) any amounts payable by an indemnified party to a third party pursuant to a judgment or to a settlement agreement approved in writing by an indemnifying party, liability for which falls within the indemnifying party’s indemnification obligations under this Agreement, and
(b) all fees payable by the Customer under this Agreement.
