YOUR
SOLE
REMEDY,
FOR
BREACH
OF
THE
FOREGOING
WARRANTY
WILL
BE,
AT
SONOS'
SOLE
DISCRETION,
REPAIR
OR
REPLACEMENT
OF
THE
PRODUCT,
OR,
IF
NEITHER
OF
THE
FOREGOING
ARE
REASONABLY
AVAILABLE,
A
REFUND
OF
THE
AMOUNT
YOU
PAID,
LESS
AMOUNTS
ATTRIBUTABLE
TO
YOUR
PRIOR
USE.
3
(b)
Limitations.
The
foregoing warranty does not extend to problems
in
the Product that result
from:
(i)
Your
failure to implement
all
bug fixes or error corrections to the Product which
are
made
available by Sonos;
(ii)
any
use
of the Product
in
a manner for which it was not designed or
as
not
authorized under this Agreement; or
(iii)
any
use
of the Product with other products, hardware or
products not
supplied
by,
and/or inconsistent with the documentation provided
by,
Sonos.
(c)
Disclaimer.
EXCEPT
AS
EXPRESSLY
SET
FORTH
ABOVE,
SONOS
MAKES
NO
WARRANTIES,
WHETHER
EXPRESS,
IMPLIED,
STATUTORY
OR
OTHERWISE,
WITH
RESPECT
TO
THE
PRODUCT
SONOS
AND
ITS
SUPPLIERS
HEREBY
SPECIFICALLY
DISCLAIM
ALL
OTHER
EXPRESS,
STATUTORY
AND
IMPLIED
WARRANTIES
AND
CONDITIONS,
INCLUDING
THE
IMPLIED
WARRANTIES
OF
MERCHANTABILITY,
FITNESS
FOR
A
PARTICULAR
PURPOSE,
NON-INFRINGEMENT
AND
THE
IMPLIED
CONDITION
OF
SATISFACTORY
QUALITY.
EXCEPT
AS
EXPRESSLY
STATED
IN
SECTION
6(a),
THE
PRODUCT
IS
SUPPLIED
ON
AN
"AS
IS"
BASIS
WITHOUT
WARRANTY.
YOU
ASSUME
ALL
RESPONSIBILITIES
FOR
SELECTION
OF
THE
PRODUCT
TO
ACHIEVE
YOUR
INTENDED
RESULTS,
AND
FOR
THE
INSTALLATION
AND
USE
OF
THE
PRODUCT Some jurisdictions do
not
allow a limitation
on
implied warranties,
and
so the foregoing disclaimer may not apply to
You.
In
any
event,
any
implied warranties that may exist under the laws of
Your
jurisdiction
are
limited to the one
(1)
year period set forth
in
the limited warranty given under subsection
(a)
above.
7.
LIMITATION
OF
LIABILITY
(a)
TO
THE
MAXIMUM
EXTENT
ALLOWED
UNDER
LAW,
IN
NO
EVENT
WILL
SONOS
OR
ITS
SUPPLIERS
BE
LIABLE
FOR
ANY
DAMAGES,
INCLUDING
BUT
NOT
LIMITED
TO,
INCIDENTAL,
SPECIAL,
CONSEQUENTIAL,
EXEMPLARY,
OR
INDIRECT
DAMAGES,
AND
INCLUDING
BUT
NOT
LIMITED
TO,
COST
OF
COVER,
LOSS
OF
DATA,
LOSS
OF
PROFITS,
BUSINESS
INTERRUPTION,
LOSS
OF
BUSINESS
INFORMATION,
OR
OTHER
PECUNIARY
LOSS
ARISING
FROM
THE
USE
OF
(OR
INABILITY
TO
USE)
THE
PRODUCT,
NO
MATTER
HOW
CAUSED
AND
ON
ANY
THEORY
OF
LIABILITY.
BECAUSE
SOME
STATES/
JURISDICTIONS
DO
NOT
ALLOW
THE
EXCLUSION
OR
LIMITATION
OF
LIABILITY
FOR
CONSEQUENTIAL
OR
INCIDENTAL
DAMAGES,
SOME
OF
THE
ABOVE
LIMITATIONS
MAY
NOT
APPLY
TO
YOU,
BUT
THEY
SHALL
APPLY
TO
THE
MAXIMUM
EXTENT
PERMITTED
BY
LAW.
(b)
IN
NO
EVENT
SHALL SONOS'
TOTAL
LIABILITY
TO
YOU
FOR
ALL
DAMAGES
IN
ANY
ONE
OR
MORE
CAUSES
OF
ACTION
EXCEED
THE
AMOUNT
PAID
BY
YOU
FOR
THE
PRODUCT
(c)
The
limitations
in
Section 7 will apply
even
if Sonos, its suppliers or dealers
have
been
advised
of the
possibility of such damage or of any type of
use
intended by
You.
These
limitations
shall
apply notwithstanding the
failure
of essential purpose of any limited
remedy.
You
acknowledge
that these limitations reflect a reasonable allocation of
risk.
8. INFRINGEMENT INDEMNITY
(a)
Indemnity. Sonos
shall
defend or settle
any
claim, demand,
suit,
proceeding or action
("Claim") against
You
to the extent that such Claim
is
based
on
an
allegation that
any
portion of
the
Product,
as
furnished to
You
under this Agreement and used
as
authorized
in
this
Agreement, infringes
any
third party's
U.S.
copyright or misappropriates such third party's trade
secrets, provided that
You:
(i)
give prompt written notice of the
Claim
to Sonos;
(ii)
give Sonos the
exclusive authority to control
and
direct the defense or settlement of such
Claim;
and
(iii)
give
Sonos, at Sonos' expense (except for the
value of
Your
time),
all
necessary information and
assistance with respect to the
Claim. Sonos
shall
pay
all
settlement amounts, damages and
costs
finally awarded to the extent attributable to such
Claim.
You
may participate
in
the defense
of
Claim at
Your
expense. Sonos
will
not
be
liable for any costs or expenses incurred without its
prior written authorization.
(b)
Limit
on
Indemnity.
The
foregoing notwithstanding, Sonos
shall
have
no
liability for a Claim to
the extent based
on:
(i)
the
use
by
You
of
any
Product more than thirty
(30)
days after Sonos
notifies
You
in
writing that continued
use
of the Product may give
rise
to such Action;
(ii)
the
combination of the
Product, or
any
part thereof, with other hardware or products not provided
by
Sonos, which Claim would
have
been
avoided if the Products
had
not
been
so combined; or
(iii)
use
of the Products other
than
as
authorized under this Agreement.
(c)
Entire
Liability.
THE FOREGOING
PROVISIONS
OF
THIS
SECTION
8
STATE
THE
ENTIRE
LIABILITY
AND
OBLIGATIONS
OF
SONOS,
AND
YOUR
EXCLUSIVE
REMEDY,
WITH
RESPECT
TO
ANY
ACTUAL
OR
ALLEGED
INFRINGEMENT
OF
OR
MISAPPROPRIATION
OF
ANY
INTELLECTUAL
PROPERTY
RIGHT
BY
THE
PRODUCT
9.
MISCELLANEOUS
You
acknowledge that the Product
is
subject to the export control law
and
regulations of the
United
States,
and
any
amendments thereto.
You
warrant that
You
will comply
in
all
respects
with United States exports
laws and regulations. This Agreement
shall
be
governed
by
the laws
of the State of California, without reference to its conflict of law principles.
You
consent to the
jurisdiction of the
federal
and
state courts sitting
in
the State of California. This Agreement
constitutes the entire agreement between
You
and Sonos with respect to the subject matter
hereof,
and supersedes
all
prior
oral
or written understandings, communications or agreements
not
specifically incorporated
herein.
If
any
provision of this Agreement
is
found to
be
invalid or
unenforceable pursuant to judicial decree or decision, the remainder of this
Agreement
shall
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