6. Term and Termination
CTERA shall have the right to terminate this Agreement at any time due to Your breach of this Agreement by providing You with
a written notice. Upon CTERA's termination of this Agreement, You shall not be entitled to any compensation, reimbursement or
damages of any kind. You shall have the right to terminate this Agreement at any time due to CTERA’s breach of this
Agreement by providing CTERA with a written notice. You agree that, upon termination or expiration of this Agreement for any
reason, You will cease using the Software and either destroy all copies of the Software and CTERA documentation or return them
to CTERA. The provisions of this Agreement, other than the license granted in section 1 ("License to User Software"), shall survive
termination.
7. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED “AS IS”. CTERA AND CTERA'S LICENSORS AND RESELLERS MAKE NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE.
EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, CTERA AND ITS LICENSORS AND RESELLERS DISCLAIM ALL
WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY
COURSE OF DEALING OR USAGE OF TRADE. CTERA AND ITS LICENSORS AND RESELLERS DO NOT WARRANT THAT THE SOFTWARE
WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE
DATA YOU STORE BY USING THE SOFTWARE WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. NO ADVICE OR
INFORMATION OBTAINED BY YOU FROM CTERA OR FROM ANY THIRD PARTY OR THROUGH THE SOFTWARE SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SOFTWARE, AND
ALL THIRD PARTY SOFTWARE OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE, AT YOUR
OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR
LOSS OF DATA THAT RESULTS FROM THE USE OF THE SOFTWARE AND SUCH THIRD PARTY SOFTWARE AND SERVICES. SOME
STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY
NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO
JURISDICTION. THIS SECTION CONSTITUTES A CONTRACT FOR THE BENEFIT OF EACH OF CTERA'S LICENSORS, RESELLERS AND
DISTRIBUTORS.
8. Limitation of Liability
NEITHER CTERA NOR ANY OF ITS LICENSORS AND RESELLERS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF CTERA ITS LICENSORS OR RESELLERS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH
DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SOFTWARE; (ii) THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE AND
WITHOUT DEROGATING FROM THE ABOVE, TO THE EXTENT THAT THE AFOREMENTIONED LIMITATION OF LIABILITY SHALL NOT
BE ENFORCEABLE, CTERA'S AGGREGATE LIABILITY UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT BETWEEN CTERA AND
YOU SHALL BE LIMITED TO THE LOWER OF (I) THE AMOUNT ACTUALLY PAID BY YOU TO CTERA FOR THE SOFTWARE WHICH IS
THE SUBJECT MATTER OF THE CLAIM, OR (II) US$1,000,000. THE SOFTWARE IS NOT INTENDED FOR USE IN CONNECTION WITH
ANY INHERENTLY DANGEROUS APPLICATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES
OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL
OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THIS SECTION
CONSTITUTES A CONTRACT FOR THE BENEFIT OF EACH OF CTERA'S LICENSORS, RESELLERS AND DISTRIBUTORS.
9. Indemnification by You
9.1 You shall indemnify, defend and hold CTERA, its affiliates and licensors, each of its and their business partners and each of its
and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses,
damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorney fees), arising out of or in
connection with any claim arising out of (i) Your use of the Software in a manner not authorized by this Agreement, and/or in
violation of the applicable restrictions and/or applicable law, (ii) Your violation of any term or condition of this Agreement or any
applicable additional policies, or (iii) Your or Your employees’ or personnel’s negligence or willful misconduct.
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