Incredimail 2014 Annual Report Download - page 147

Download and view the complete annual report

Please find page 147 of the 2014 Incredimail annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 166

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166

SECTION 10: LIMITATION OF LIABILITY.
10.1 Lost Profits; Consequential Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.2
, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) NO PARTY WILL BE LIABLE FOR [***] OR FOR ANY OTHER
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH
THE AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT
(INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY)
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) IN NO EVENT SHALL EITHER
PARTY’
S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (BUT
EXCEPTING AMOUNTS PAID IN CONNECTION WITH ITEMS SPECIFIED IN SECTION 10.2
) EXCEED THE GREATER OF (i) [***]
OR (ii) [***].
10.2 Exceptions.
THE ABOVE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL NOT APPLY: (i) TO A
PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 12.4
(NONDISCLOSURE AGREEMENT); (ii) A
PARTY’S DAMAGES CAUSED BY THE OTHER PARTY’
S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE IN
CONNECTION WITH THE AGREEMENT; (iii) A PARTY’S INDEMNIFICATION OBLIGATION UNDER
SECTION 9
(INDEMNIFICATION); OR (iv) AMOUNTS OWED UNDER SECTION 12.12 (TAX MATTERS).
SECTION 11: DISPUTE RESOLUTION [***].
11.1 Dispute Resolution . Except with respect to (1) a Party’
s request for equitable or provisional relief or to otherwise protect its
intellectual property rights, or Confidential Information provided under this Agreement; or [***], no civil action, proceeding as set forth below
with respect to any dispute, controversy or claim arising out of, or relating to, or in connection with, this Agreement, or the breach, termination,
or validity hereof, including the validity of this dispute resolution provision (each of which dispute, controversy, or claim will be termed a
“Dispute”)
between the Parties may be commenced, nor may a Party terminate any portion of this Agreement for a material breach of a material
warranty, representation, covenant or obligation of this Agreement, until the Parties have first attempted in good faith to resolve the Dispute
amicably in accordance with this Section 11.1 .
11.1.1 Notice of Dispute
. In the event of a Dispute, the Party raising the Dispute shall give written notice to the other Party
setting forth the details of the Dispute and any proposed solution or compromise. The Parties shall cooperate in good faith to resolve the Dispute
within 30 days of receipt of the notice of Dispute.
11.1.2 Escalation . In the event that the Parties are unable to resolve the Dispute within 30 days, the Parties shall escalate
the Dispute by referring the details of the Dispute, the status of the negotiations and any proposed compromise in writing to the Parties’
respective designated executive with decision-making authority. The Parties’ designated executives shall have 30 days from receipt of notice of
the Dispute or such longer period as the Parties may mutually agree to in writing, to resolve the Dispute in good faith. If the Parties’ designated
executives are unable to resolve the Dispute, the Dispute will be escalated to an officer of each Party, who shall have ten days, or such longer
period as the Parties may mutually agree to in writing, to attempt to resolve the Dispute in good faith.
11.2 [***].
-
17
-