Embedded Files
TOUCH> NOLOLEDGER
NOLOLEDGER
FUTURE INVESTMENT CLAUSEIndemnification.
(a) By the Partnership. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder participating therein, its directors, officers, employees and agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, employees or agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder, director, officer, employee, agent or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in any Written Testing-the-Waters Communication, a Registration Statement, or prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling Holder.
(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Partnership, its directors, officers, employees and agents and each Person, if any, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In any action brought against any indemnified party, the indemnified party shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnified party shall settle any action brought against it with respect to which it is entitled to indemnification hereunder without the consent of the indemnifying party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnifying party.
(d) Contribution. If the indemnification provided for in this Section 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall the Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of fraudulent misrepresentation.
(e) Other Indemnification. The provisions of this Section 2.08 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise.
Section 2.09. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Partnership agrees to use its commercially reasonable efforts to:
(a) make and keep public information regarding the Partnership available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after the date hereof;
(b) file with the Commission in a timely manner all reports and other documents required of the Partnership under the Exchange Act at all times from and after the date hereof; and
(c) so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration.
Section 1. Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder by the Partnership under this Article II may be transferred or assigned by such Holder to one or more transferee(s) or assignee(s) of such Registrable Securities (or Subordinated Units prior to conversion); provided, however, that (a) unless such transferee or assignee is an Affiliate of MLP Holdco, each such transferee or assignee holds Registrable Securities (or Subordinated Units prior to conversion) representing at least one million then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned, and (c) each such transferee agrees to be bound by this Agreement.
Section 2. Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least one million then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.11 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.
MISCELLANEOUS
Section 3. Communications. All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile or electronic mail.
(a) By the Partnership. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder participating therein, its directors, officers, employees and agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, employees or agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder, director, officer, employee, agent or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in any Written Testing-the-Waters Communication, a Registration Statement, or prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling Holder.
(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Partnership, its directors, officers, employees and agents and each Person, if any, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In any action brought against any indemnified party, the indemnified party shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnified party shall settle any action brought against it with respect to which it is entitled to indemnification hereunder without the consent of the indemnifying party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnifying party.
(d) Contribution. If the indemnification provided for in this Section 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall the Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of fraudulent misrepresentation.
(e) Other Indemnification. The provisions of this Section 2.08 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise.
Section 2.09. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Partnership agrees to use its commercially reasonable efforts to:
(a) make and keep public information regarding the Partnership available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after the date hereof;
(b) file with the Commission in a timely manner all reports and other documents required of the Partnership under the Exchange Act at all times from and after the date hereof; and
(c) so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration.
Section 1. Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to a Holder by the Partnership under this Article II may be transferred or assigned by such Holder to one or more transferee(s) or assignee(s) of such Registrable Securities (or Subordinated Units prior to conversion); provided, however, that (a) unless such transferee or assignee is an Affiliate of MLP Holdco, each such transferee or assignee holds Registrable Securities (or Subordinated Units prior to conversion) representing at least one million then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned, and (c) each such transferee agrees to be bound by this Agreement.
Section 2. Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least one million then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.11 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.
MISCELLANEOUS
Section 3. Communications. All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile or electronic mail.
Misuse of the WEB.3 Application Platform, such as interfering with or accessing the Applications or its services using a method other than what is explicitly provided.
Use this Application Platform in any way that causes, or may cause, damage to the Application or impairment of the availability or accessibility of the Application, or use it in any way that is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
Use this Application or any of its content artwork, electronic publications, trademarks, music, photos, text, or videos for any purposes related to marketing.
Use the Application or any of its content for commercial purposes or to offer to sell any commercial products or the following: controlled substances; illegal drugs and drug contraband; weapons; pirated materials; instructions on making, assembling, or obtaining illegal goods or weapons to attack others; information used to violate the copyright(s) of, violate the trademark(s) of, or destroy others’ intellectual property or information; information used to illegally harm any people or animals; or pornography, nudity, escort services, or other content deemed adult related.
Use the Application or any of its content to violate or encourage the violation of the legal rights of others (for example, this may include the infringement or misappropriation of intellectual property rights of others in violation of the Digital Millennium Copyright Act).
Use the Application to send or distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature.
Use the Application to engage in any activity that is determined by us, in our sole and absolute discretion, to be illegal.
Use the Application to post, transmit, display, or otherwise make available obscene, profane, defamatory, harassing, abusive, or threatening language.
Use the Application or its content for any unlawful, invasive, infringing, defamatory, or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme, or mirroring a website).
Use the Application to generate, distribute, publish, or facilitate unsolicited mass email, promotions, advertisings, or other solicitations (“spam”).
Engage in any activity that, in our sole and absolute discretion, disrupts, interferes with, circumvents, or is harmful to (or threatens to disrupt, interfere with, circumvent or be harmful to) the Application, our operations, or the ability of others to effectively use the Application.
TOUCHNOLOGYS is not in any way responsible for any such prohibited uses by you or for any harassing, threatening, defamatory, offensive, or illegal messages or transmissions that you may receive as a result of using the Application.
As a user of the Application, you must (i) abide by all federal, state, and local laws, and (ii) observe all applicable copyright laws as such laws apply to music, videos, games, images, texts, and other media in both personal use and in production of electronic information.
5. TERMINATION. This Agreement is effective until terminated by you or TOUCHNOLOGYS. Your rights under this Agreement will terminate automatically if you fail to comply with any of its terms or provisions. TOUCHNOLOGYS may immediately terminate this Agreement with you and/or your license to use the Application for convenience at any time for any reason or no reason without liability or obligation to you. Upon termination of this Agreement, you shall cease all use of the Application and uninstall and delete the Application from all devices or other storage media. In no event will TOUCHNOLOGYS be liable for the termination of this Agreement or disabling access to the Application.
6. IoT/ HEALTH IT MEDICAL INFORMATION TECHNOLOGIES and IP
The content of WEB.3 IP that contains any medical information or technical references (“Medical Information”) is for informational purposes only and does not constitute medical advice, nor is it intended to be a substitute for professional medical advice, diagnosis, or treatment. The Medical Equipment Information does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned in the IoT Medical Information Communities. https://www.fda.gov/medical-devices/digital-health-center-excellence
The Medical Information is not designed, intended, or authorized for use in connection with any medical or life-saving or life-sustaining decisions, systems, or procedures, or for any other application or purpose. Always seek the advice of a physician or other qualified health-care provider with any question you may have regarding a medical condition or treatment. This Application assumes no liability or responsibility for any errors or omissions in the content of any Medical Information. Reliance on any Medical Information is solely at your own risk.
7. DISCLAIMER OF WARRANTIES. YOUR USE OF THE APPLICATION AND ANY CONTENT CONTAINED IN THE APPLICATION IS AT YOUR OWN RISK. THE APPLICATION IS PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOUCHNOLOGYS HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS, QUALITY, SAFETY, SUITABILITY, WORKMANLIKE EFFORT, LACK OF VIRUSES, LACK OF NEGLIGENCE, OR THAT THE APPLICATION WILL PERFORM IN ANY PARTICULAR FASHION OR PRODUCE ANY PARTICULAR RESULT, OR OTHERWISE ARISING OUT OF OR RELATED TO THE USE OF THE APPLICATION BY YOU OR ANY OTHER PERSON. TOUCHNOLOGYS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE APPLICATION WILL BE FREE FROM DELAYS, LOSS, ATTACK, HACKING, OR OTHER SECURITY INTRUSIONS. TOUCHNOLOGYS ALSO IS NOT RESPONSIBLE FOR THE PROVISION OF ANY SUPPORT OR ANY OTHER SERVICES OR THE FAILURE TO PROVIDE SUPPORT OR ANY OTHER SERVICES IN CONNECTION WITH OR RELATED TO THE APPLICATION. THERE ARE INHERENT RISKS IN THE DOWNLOADING AND USING OF ANY SOFTWARE, AND TOUCHNOLOGYS CAUTIONS YOU TO MAKE SURE THAT YOU COMPLETELY UNDERSTAND THE POTENTIAL RISKS BEFORE DOWNLOADING, INSTALLING, OR OTHERWISE USING THE APPLICATION. NEITHER TOUCHNOLOGYS NOR ANY COOPERATING ENTITY OF TOUCHNOLOGYS NOR ANY OF THEIR DIRECTORS, OFFICERS, VOLUNTEERS, MEMBERS, LICENSORS, SUPPLIERS, CONTRACTORS, AGENTS, OR REPRESENTATIVES (COLLECTIVELY, THE “TOUCHNOLOGYS PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES THAT YOU OR ANY THIRD-PARTY MAY SUFFER IN CONNECTION WITH OR RELATED TO YOUR DOWNLOADING, INSTALLING, UNINSTALLING, MODIFYING, OR OTHERWISE USING THE APPLICATION OR ANY CONTENT CONTAINED IN THE APPLICATION.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TOUCHNOLOGYS OR ANY OF THE OTHER TOUCHNOLOGYS PARTIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, (INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOST DATA, BUSINESS OR GOODWILL, OR FOR ANY ANTICIPATED LOST PROFITS, BUSINESS OR GOODWILL, FOR LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR FAILURE TO MEET ANY DUTY INCLUDING THAT OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER MONETARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR RELATED TO YOUR USE OF THE APPLICATION AND/OR THE CONTENT CONTAINED IN THE APPLICATION (OR YOUR INABILITY TO USE THE APPLICATION AND/OR ANY CONTENT CONTAINED IN THE APPLICATION) OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING SHALL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, FAULT, BREACH OF WARRANTY, BREACH OF CONTRACT, OR OTHERWISE, EVEN IF TOUCHNOLOGYS OR ANY OF THE OTHER TOUCHNOLOGYS PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER INVOLVING THE APPLICATION (INCLUDING, WITHOUT LIMITATION, ANY OF THE DAMAGES REFERENCED HEREIN), THE ENTIRE LIABILITY OF THE TOUCHNOLOGYS PARTIES COLLECTIVELY, AND YOUR EXCLUSIVE REMEDY HEREUNDER, SHALL BE LIMITED TO TEN DOLLARS ($10). THIS LIMITATION OF LIABILITY PROVISION IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE PROVED INEFFECTIVE.
9. INDEMNITY. You shall indemnify, defend and hold TOUCHNOLOGYS and each of the other TOUCHNOLOGYS Parties harmless from and against any and all threatened or actual claims, actions, suits, and demands and any and all resulting losses, liabilities, damages, expenses, and costs, including without limitation reasonable attorneys’ fees and disbursements, which arise in connection with or which are related to your use of the Application and/or any content contained in the Application, including but not limited to (a) your breach of this Agreement, including your use of the Application in any manner not expressly permitted hereunder, (b) your negligence or misconduct, (c) your violation of any law or regulation, (d) any representations and warranties made by you concerning any aspect of the Application and/or the content in the Application, (e) any claims with respect to acts or omissions of any third party in connection with the Application and/or the content in the Application, or (f) any claims made by or on behalf of any third party pertaining directly or indirectly to your use of the Application and/or the content in the Application.
10. LICENSE TO CONTENT AND INDEMNIFICATION. You expressly represent and warrant that you have the right and/or license to post any and all Content (as defined below) posted by you through the use of the Application. “Content” means any and all information provided by you in connection with your use of the Application, including without limitation information, content, data, messages, text, files, images, video, images, sounds, other materials, and any of the foregoing provided by you. You represent and warrant that the Content provided by you and the use by us of such Content will not infringe or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property rights of any third party.
You hereby grant us a perpetual, irrevocable, worldwide, nonexclusive, and royalty-free right and license to use, host, store, modify, copy, distribute, communicate, publish, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat such Content and to prepare derivative works of such Content. You agree to defend us and any TOUCHNOLOGYS Parties at your sole cost and expense, against all actions, suits, and other proceedings of a party against any of the TOUCHNOLOGYS Parties alleging infringement of any patent, copyright, trademark, trade secret, or other right or violation of any license or other intellectual property rights, based upon the Content provided by you; and you agree to indemnify and hold the TOUCHNOLOGYS Parties harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including without limitation, reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such infringement. You understand that you are solely responsible for all Content posted on, transmitted through, or linked from the Application. You acknowledge that we do not prescreen or approve Content but that we shall have the right (but not the obligation) in our sole discretion to refuse, delete, or move any Content that is in violation of this Agreement or for any other reason.
Page updated
Google Sites
Report abuse