Version Differences for EULA - Opticon Technical Support Portal

'''9. INDEMNIFICATION BY OPTICON.'''

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a) Indemnification by Opticon for Infringement. Opticon shall, at its expense, defend or settle any claim or action brought against you that is based on or alleges that the SOFTWARE or SOURCE CODE directly infringes a U. S. copyright, trademark, or trade secret (“Opticon Indemnified Claim”). Opticon shall pay all damages awarded or amounts of settlements entered into for the Opticon Indemnified Claim.

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:'''a) Indemnification by Opticon for Infringement.''' Opticon shall, at its expense, defend or settle any claim or action brought against you that is based on or alleges that the SOFTWARE or SOURCE CODE directly infringes a U. S. copyright, trademark, or trade secret (“Opticon Indemnified Claim”). Opticon shall pay all damages awarded or amounts of settlements entered into for the Opticon Indemnified Claim.

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b) Limitations. Opticon’s obligations under section 9(a) do not apply to the extent that: (i) you are required to indemnify Opticon pursuant to section 10 below; (ii) the infringement arises as a result of any modification of the SOFTWARE or SOURCE CODE by you that is unauthorized by Opticon, or is caused by modifications to the SOFTWARE or SOURCE CODE by any party other than Opticon or Opticon’s authorized representative, irrespective of the ownership of such modifications as is otherwise provided for in this Agreement; or (iii) the infringement involves breach of this Agreement by you.

+

:'''b) Limitations.''' Opticon’s obligations under section 9(a) do not apply to the extent that: (i) you are required to indemnify Opticon pursuant to section 10 below; (ii) the infringement arises as a result of any modification of the SOFTWARE or SOURCE CODE by you that is unauthorized by Opticon, or is caused by modifications to the SOFTWARE or SOURCE CODE by any party other than Opticon or Opticon’s authorized representative, irrespective of the ownership of such modifications as is otherwise provided for in this Agreement; or (iii) the infringement involves breach of this Agreement by you.

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c) Conditions. Opticon’s obligations under section 9(a) are conditioned on your compliance with the following: (i) you shall provided to Opticon prompt written notice of any such claim, action or allegation of infringement; (ii) you shall grant to Opticon, and Opticon will have, the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion; (iii) you shall not settle or compromise such claim, action or allegation, except with prior written consent of Opticon; and (iv) you shall give, at Opticon’s expense, such assistance and information as Opticon may reasonably require to settle or oppose such claims. You may, however, participate in the defense or settlement of such claim, action or allegation at your own expense and with your own choice or counsel, but Opticon shall have sole control over claims involving the validity of its copyright rights.

+

:'''c) Conditions.''' Opticon’s obligations under section 9(a) are conditioned on your compliance with the following: (i) you shall provided to Opticon prompt written notice of any such claim, action or allegation of infringement; (ii) you shall grant to Opticon, and Opticon will have, the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion; (iii) you shall not settle or compromise such claim, action or allegation, except with prior written consent of Opticon; and (iv) you shall give, at Opticon’s expense, such assistance and information as Opticon may reasonably require to settle or oppose such claims. You may, however, participate in the defense or settlement of such claim, action or allegation at your own expense and with your own choice or counsel, but Opticon shall have sole control over claims involving the validity of its copyright rights.

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d) Rights in Event of Infringement. In the event that an infringement, claim, action or allegation is brought or threatened, Opticon may, at its sole option and expense: (i) procure for you the right to continue Use of the SOFTWARE, SOURCE CODE or infringing part thereof; (ii) modify or amend the SOFTWARE, SOURCE CODE or infringing part thereof, or replace the SOFTWARE, SOURCE CODE or infringing part thereof with other software or code having substantially the same or better capabilities; or, if neither of the foregoing is commercially practicable; (iii) terminate this Agreement and repay to you a dollar amount not to exceed that which you paid to Opticon for the software in question. Opticon and you will then be released from any further obligation to the other under this Agreement, except for the obligations of indemnification provided for above and such other obligations that survive termination.

+

:'''d) Rights in Event of Infringement.''' In the event that an infringement, claim, action or allegation is brought or threatened, Opticon may, at its sole option and expense: (i) procure for you the right to continue Use of the SOFTWARE, SOURCE CODE or infringing part thereof; (ii) modify or amend the SOFTWARE, SOURCE CODE or infringing part thereof, or replace the SOFTWARE, SOURCE CODE or infringing part thereof with other software or code having substantially the same or better capabilities; or, if neither of the foregoing is commercially practicable; (iii) terminate this Agreement and repay to you a dollar amount not to exceed that which you paid to Opticon for the software in question. Opticon and you will then be released from any further obligation to the other under this Agreement, except for the obligations of indemnification provided for above and such other obligations that survive termination.

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10. INDEMNIFICATION BY RESELLER/END-USER.

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'''10. INDEMNIFICATION BY RESELLER/END-USER.'''

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a) Indemnification by Reseller/End-User. You shall, at your expense, defend or settle any claim or action brought against Opticon that arises out of any modification implemented by you, or for you, to the SOFTWARE, SOURCE CODE or DEVELOPED SOFTWARE and that causes a claim for violation of any copyright, trademark, trade secret or database rights of another (“your Indemnified Claim”), regardless of the fact that pursuant to this Agreement Opticon may be the owner of such modification. You shall also, at your expense, defend or settle any claim or action brought against Opticon for patent infringement for your improper or violative usage of any of the SOFTWARE, SOURCE CODE or DEVELOPED SOFTWARE. You shall pay all damages awarded or amounts of settlements entered into for your Indemnified Claim.

+

:'''a) Indemnification by Reseller/End-User.''' You shall, at your expense, defend or settle any claim or action brought against Opticon that arises out of any modification implemented by you, or for you, to the SOFTWARE, SOURCE CODE or DEVELOPED SOFTWARE and that causes a claim for violation of any copyright, trademark, trade secret or database rights of another (“your Indemnified Claim”), regardless of the fact that pursuant to this Agreement Opticon may be the owner of such modification. You shall also, at your expense, defend or settle any claim or action brought against Opticon for patent infringement for your improper or violative usage of any of the SOFTWARE, SOURCE CODE or DEVELOPED SOFTWARE. You shall pay all damages awarded or amounts of settlements entered into for your Indemnified Claim.

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b) Conditions. Your indemnification obligations under section 10(a) are conditioned on Opticon’s compliance with the following: (i) Opticon shall provided to you prompt written notice of any such claim, action or allegation of infringement; (ii) Opticon shall grant to you, and you will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at your own discretion; (iii) Opticon shall not settle or compromise such claim, action or allegation, except with your prior written consent; and (iv) Opticon shall give, at your expense, such assistance and information as Opticon may reasonably require to settle or oppose such claims. Opticon may, however, participate in the defense or settlement of such claim, action or allegation at its own expense and with its own choice of counsel and if any such claim involves the validity of any of Opticon’s copyright rights, Opticon shall have the right to control that aspect of the defense against the claim.

+

:'''b) Conditions.''' Your indemnification obligations under section 10(a) are conditioned on Opticon’s compliance with the following: (i) Opticon shall provided to you prompt written notice of any such claim, action or allegation of infringement; (ii) Opticon shall grant to you, and you will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at your own discretion; (iii) Opticon shall not settle or compromise such claim, action or allegation, except with your prior written consent; and (iv) Opticon shall give, at your expense, such assistance and information as Opticon may reasonably require to settle or oppose such claims. Opticon may, however, participate in the defense or settlement of such claim, action or allegation at its own expense and with its own choice of counsel and if any such claim involves the validity of any of Opticon’s copyright rights, Opticon shall have the right to control that aspect of the defense against the claim.

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11. LIMITATION OF LIABILITY.

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'''11. LIMITATION OF LIABILITY.'''

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a) EXCEPT FOR SECTION 9 (“INDEMNIFICATION BY OPTICON”), SECTION 10 (“INDEMNIFICATION BY RESELLER/END-USER”), AND BREACH OF SECTION 7 (“CONFIDENTITALITY”), UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBLITY OF THESE DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING WILL NOT AFFECT EITHER PARTY’S LIABILITY, IF ANY, WITH RESPECT TO CONTRIBUTION OR INDEMNITY FOR THIRD-PARTY CLAIMS FOR PERSONAL INJURY, DEATH, OR PHYSICAL DAMAGE TO TANGIBLE PROPERTY.

+

:'''a)''' EXCEPT FOR SECTION 9 (“INDEMNIFICATION BY OPTICON”), SECTION 10 (“INDEMNIFICATION BY RESELLER/END-USER”), AND BREACH OF SECTION 7 (“CONFIDENTITALITY”), UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBLITY OF THESE DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING WILL NOT AFFECT EITHER PARTY’S LIABILITY, IF ANY, WITH RESPECT TO CONTRIBUTION OR INDEMNITY FOR THIRD-PARTY CLAIMS FOR PERSONAL INJURY, DEATH, OR PHYSICAL DAMAGE TO TANGIBLE PROPERTY.

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b) UNDER NO CIRCUMSTANCES SHALL OPTICON’S LICENSORS OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. OPTICON’S SUPPLIERS OR LICENSORS ALSO SPECIFCIALLY DISCLAIM DIRECT DAMAGES.

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:'''b)''' UNDER NO CIRCUMSTANCES SHALL OPTICON’S LICENSORS OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. OPTICON’S SUPPLIERS OR LICENSORS ALSO SPECIFCIALLY DISCLAIM DIRECT DAMAGES.

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12. MISCELLANEOUS.

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'''12. MISCELLANEOUS.'''

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a) Governing Law. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of Washington including its Uniform Commercial Code, without reference to conflict of laws principles, and that none of the obligations herein will be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties further agree that any actions to enforce the terms hereof, or for breach hereof, shall be brought in either the federal or state courts of the State of Washington.

+

:'''a) Governing Law.''' The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of Washington including its Uniform Commercial Code, without reference to conflict of laws principles, and that none of the obligations herein will be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties further agree that any actions to enforce the terms hereof, or for breach hereof, shall be brought in either the federal or state courts of the State of Washington.

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b) Contacting Opticon. Should you have any questions concerning this Agreement, or if you desire to contact Opticon for any reason, please write to Opticon Incorporated; 2220 Lind Ave SW, Suite 100, Renton, WA 98057. If you have a specific question regarding the licensing of SOFTWARE or SOURCE CODE, you may contact Opticon’s Operations Manager.

+

:'''b) Contacting Opticon.''' Should you have any questions concerning this Agreement, or if you desire to contact Opticon for any reason, please write to Opticon Incorporated; 2220 Lind Ave SW, Suite 100, Renton, WA 98057. If you have a specific question regarding the licensing of SOFTWARE or SOURCE CODE, you may contact Opticon’s Operations Manager.

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c) Assignment. This Agreement may not be assigned, in whole or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay except that Opticon may assign this Agreement, or any of its rights or obligations under this Agreement, to any person or entity which succeeds to its business to which this Agreement relates and which assumes all of its obligations hereunder in writing. Opticon shall, to the extent it is able, provide notice of such assignment and, in such an event, Opticon or its legal successor-in-interest shall remain bound as a guarantor of such obligations. Any attempted assignment in violation of the foregoing will be void and of no effect. The parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns.

+

:'''c) Assignment.''' This Agreement may not be assigned, in whole or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay except that Opticon may assign this Agreement, or any of its rights or obligations under this Agreement, to any person or entity which succeeds to its business to which this Agreement relates and which assumes all of its obligations hereunder in writing. Opticon shall, to the extent it is able, provide notice of such assignment and, in such an event, Opticon or its legal successor-in-interest shall remain bound as a guarantor of such obligations. Any attempted assignment in violation of the foregoing will be void and of no effect. The parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns.

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d) Compliance with Law. At your own expense, you shall comply with all applicable laws and regulations regarding your activities related to this Agreement.

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:'''d) Compliance with Law.''' At your own expense, you shall comply with all applicable laws and regulations regarding your activities related to this Agreement.

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e) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior agreements, discussions and understandings between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the party to be charged.

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:'''e) Entire Agreement.''' This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior agreements, discussions and understandings between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the party to be charged.

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f) No Waiver. No delay, omission or failure to exercise any right or remedy provided for in this Agreement shall be deemed to be a waiver thereof or an acquiescence to the event giving rise to such remedy, but every such right or remedy may be exercised, from time to time, as may be deemed expedient by the party exercising such right or remedy.

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:'''f) No Waiver.''' No delay, omission or failure to exercise any right or remedy provided for in this Agreement shall be deemed to be a waiver thereof or an acquiescence to the event giving rise to such remedy, but every such right or remedy may be exercised, from time to time, as may be deemed expedient by the party exercising such right or remedy.

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g) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be sent by prepaid registered or certified mail, return receipt requested, addressed to you at the address shown in the below Section 13 or at such other address for which you give notice hereunder, and addressed to Opticon at the address shown in the below Section 13, and to the attention of Opticon’s stated representative, or at such other address for which Opticon gives notice hereunder. Such notice will be deemed to have been given three days after deposit in the mail, except that notice of change of address shall be effective only upon receipt.

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:'''g) Notices.''' Any notice required or permitted by this Agreement shall be in writing and shall be sent by prepaid registered or certified mail, return receipt requested, addressed to you at the address shown in the below Section 13 or at such other address for which you give notice hereunder, and addressed to Opticon at the address shown in the below Section 13, and to the attention of Opticon’s stated representative, or at such other address for which Opticon gives notice hereunder. Such notice will be deemed to have been given three days after deposit in the mail, except that notice of change of address shall be effective only upon receipt.

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h) Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.

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:'''h) Severability.''' If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.

 '''9. INDEMNIFICATION BY OPTICON.'''
-								a) Indemnification by Opticon for Infringement. Opticon shall, at its expense, defend or settle any claim or action brought against you that is based on or alleges that the SOFTWARE or SOURCE CODE directly infringes a U. S. copyright, trademark, or trade secret (“Opticon Indemnified Claim”). Opticon shall pay all damages awarded or amounts of settlements entered into for the Opticon Indemnified Claim.
+								:'''a) Indemnification by Opticon for Infringement.''' Opticon shall, at its expense, defend or settle any claim or action brought against you that is based on or alleges that the SOFTWARE or SOURCE CODE directly infringes a U. S. copyright, trademark, or trade secret (“Opticon Indemnified Claim”). Opticon shall pay all damages awarded or amounts of settlements entered into for the Opticon Indemnified Claim.
-								b) Limitations. Opticon’s obligations under section 9(a) do not apply to the extent that: (i) you are required to indemnify Opticon pursuant to section 10 below; (ii) the infringement arises as a result of any modification of the SOFTWARE or SOURCE CODE by you that is unauthorized by Opticon, or is caused by modifications to the SOFTWARE or SOURCE CODE by any party other than Opticon or Opticon’s authorized representative, irrespective of the ownership of such modifications as is otherwise provided for in this Agreement; or (iii) the infringement involves breach of this Agreement by you.
+								:'''b) Limitations.''' Opticon’s obligations under section 9(a) do not apply to the extent that: (i) you are required to indemnify Opticon pursuant to section 10 below; (ii) the infringement arises as a result of any modification of the SOFTWARE or SOURCE CODE by you that is unauthorized by Opticon, or is caused by modifications to the SOFTWARE or SOURCE CODE by any party other than Opticon or Opticon’s authorized representative, irrespective of the ownership of such modifications as is otherwise provided for in this Agreement; or (iii) the infringement involves breach of this Agreement by you.
-								c) Conditions. Opticon’s obligations under section 9(a) are conditioned on your compliance with the following: (i) you shall provided to Opticon prompt written notice of any such claim, action or allegation of infringement; (ii) you shall grant to Opticon, and Opticon will have, the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion; (iii) you shall not settle or compromise such claim, action or allegation, except with prior written consent of Opticon; and (iv) you shall give, at Opticon’s expense, such assistance and information as Opticon may reasonably require to settle or oppose such claims. You may, however, participate in the defense or settlement of such claim, action or allegation at your own expense and with your own choice or counsel, but Opticon shall have sole control over claims involving the validity of its copyright rights.
+								:'''c) Conditions.''' Opticon’s obligations under section 9(a) are conditioned on your compliance with the following: (i) you shall provided to Opticon prompt written notice of any such claim, action or allegation of infringement; (ii) you shall grant to Opticon, and Opticon will have, the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion; (iii) you shall not settle or compromise such claim, action or allegation, except with prior written consent of Opticon; and (iv) you shall give, at Opticon’s expense, such assistance and information as Opticon may reasonably require to settle or oppose such claims. You may, however, participate in the defense or settlement of such claim, action or allegation at your own expense and with your own choice or counsel, but Opticon shall have sole control over claims involving the validity of its copyright rights.
-								d) Rights in Event of Infringement. In the event that an infringement, claim, action or allegation is brought or threatened, Opticon may, at its sole option and expense: (i) procure for you the right to continue Use of the SOFTWARE, SOURCE CODE or infringing part thereof; (ii) modify or amend the SOFTWARE, SOURCE CODE or infringing part thereof, or replace the SOFTWARE, SOURCE CODE or infringing part thereof with other software or code having substantially the same or better capabilities; or, if neither of the foregoing is commercially practicable; (iii) terminate this Agreement and repay to you a dollar amount not to exceed that which you paid to Opticon for the software in question. Opticon and you will then be released from any further obligation to the other under this Agreement, except for the obligations of indemnification provided for above and such other obligations that survive termination.
+								:'''d) Rights in Event of Infringement.''' In the event that an infringement, claim, action or allegation is brought or threatened, Opticon may, at its sole option and expense: (i) procure for you the right to continue Use of the SOFTWARE, SOURCE CODE or infringing part thereof; (ii) modify or amend the SOFTWARE, SOURCE CODE or infringing part thereof, or replace the SOFTWARE, SOURCE CODE or infringing part thereof with other software or code having substantially the same or better capabilities; or, if neither of the foregoing is commercially practicable; (iii) terminate this Agreement and repay to you a dollar amount not to exceed that which you paid to Opticon for the software in question. Opticon and you will then be released from any further obligation to the other under this Agreement, except for the obligations of indemnification provided for above and such other obligations that survive termination.
-. INDEMNIFICATION BY RESELLER/END-USER.
+								'''10. INDEMNIFICATION BY RESELLER/END-USER.'''
-								a) Indemnification by Reseller/End-User. You shall, at your expense, defend or settle any claim or action brought against Opticon that arises out of any modification implemented by you, or for you, to the SOFTWARE, SOURCE CODE or DEVELOPED SOFTWARE and that causes a claim for violation of any copyright, trademark, trade secret or database rights of another (“your Indemnified Claim”), regardless of the fact that pursuant to this Agreement Opticon may be the owner of such modification. You shall also, at your expense, defend or settle any claim or action brought against Opticon for patent infringement for your improper or violative usage of any of the SOFTWARE, SOURCE CODE or DEVELOPED SOFTWARE. You shall pay all damages awarded or amounts of settlements entered into for your Indemnified Claim.
+								:'''a) Indemnification by Reseller/End-User.''' You shall, at your expense, defend or settle any claim or action brought against Opticon that arises out of any modification implemented by you, or for you, to the SOFTWARE, SOURCE CODE or DEVELOPED SOFTWARE and that causes a claim for violation of any copyright, trademark, trade secret or database rights of another (“your Indemnified Claim”), regardless of the fact that pursuant to this Agreement Opticon may be the owner of such modification. You shall also, at your expense, defend or settle any claim or action brought against Opticon for patent infringement for your improper or violative usage of any of the SOFTWARE, SOURCE CODE or DEVELOPED SOFTWARE. You shall pay all damages awarded or amounts of settlements entered into for your Indemnified Claim.
-								b) Conditions. Your indemnification obligations under section 10(a) are conditioned on Opticon’s compliance with the following: (i) Opticon shall provided to you prompt written notice of any such claim, action or allegation of infringement; (ii) Opticon shall grant to you, and you will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at your own discretion; (iii) Opticon shall not settle or compromise such claim, action or allegation, except with your prior written consent; and (iv) Opticon shall give, at your expense, such assistance and information as Opticon may reasonably require to settle or oppose such claims. Opticon may, however, participate in the defense or settlement of such claim, action or allegation at its own expense and with its own choice of counsel and if any such claim involves the validity of any of Opticon’s copyright rights, Opticon shall have the right to control that aspect of the defense against the claim.
+								:'''b) Conditions.''' Your indemnification obligations under section 10(a) are conditioned on Opticon’s compliance with the following: (i) Opticon shall provided to you prompt written notice of any such claim, action or allegation of infringement; (ii) Opticon shall grant to you, and you will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at your own discretion; (iii) Opticon shall not settle or compromise such claim, action or allegation, except with your prior written consent; and (iv) Opticon shall give, at your expense, such assistance and information as Opticon may reasonably require to settle or oppose such claims. Opticon may, however, participate in the defense or settlement of such claim, action or allegation at its own expense and with its own choice of counsel and if any such claim involves the validity of any of Opticon’s copyright rights, Opticon shall have the right to control that aspect of the defense against the claim.
-. LIMITATION OF LIABILITY.
+								'''11. LIMITATION OF LIABILITY.'''
-								a) EXCEPT FOR SECTION 9 (“INDEMNIFICATION BY OPTICON”), SECTION 10 (“INDEMNIFICATION BY RESELLER/END-USER”), AND BREACH OF SECTION 7 (“CONFIDENTITALITY”), UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBLITY OF THESE DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING WILL NOT AFFECT EITHER PARTY’S LIABILITY, IF ANY, WITH RESPECT TO CONTRIBUTION OR INDEMNITY FOR THIRD-PARTY CLAIMS FOR PERSONAL INJURY, DEATH, OR PHYSICAL DAMAGE TO TANGIBLE PROPERTY.
+								:'''a)''' EXCEPT FOR SECTION 9 (“INDEMNIFICATION BY OPTICON”), SECTION 10 (“INDEMNIFICATION BY RESELLER/END-USER”), AND BREACH OF SECTION 7 (“CONFIDENTITALITY”), UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBLITY OF THESE DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING WILL NOT AFFECT EITHER PARTY’S LIABILITY, IF ANY, WITH RESPECT TO CONTRIBUTION OR INDEMNITY FOR THIRD-PARTY CLAIMS FOR PERSONAL INJURY, DEATH, OR PHYSICAL DAMAGE TO TANGIBLE PROPERTY.
-								b) UNDER NO CIRCUMSTANCES SHALL OPTICON’S LICENSORS OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. OPTICON’S SUPPLIERS OR LICENSORS ALSO SPECIFCIALLY DISCLAIM DIRECT DAMAGES.
+								:'''b)''' UNDER NO CIRCUMSTANCES SHALL OPTICON’S LICENSORS OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. OPTICON’S SUPPLIERS OR LICENSORS ALSO SPECIFCIALLY DISCLAIM DIRECT DAMAGES.
-. MISCELLANEOUS.
+								'''12. MISCELLANEOUS.'''
-								a) Governing Law. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of Washington including its Uniform Commercial Code, without reference to conflict of laws principles, and that none of the obligations herein will be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties further agree that any actions to enforce the terms hereof, or for breach hereof, shall be brought in either the federal or state courts of the State of Washington.
+								:'''a) Governing Law.''' The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of Washington including its Uniform Commercial Code, without reference to conflict of laws principles, and that none of the obligations herein will be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties further agree that any actions to enforce the terms hereof, or for breach hereof, shall be brought in either the federal or state courts of the State of Washington.
-								b) Contacting Opticon. Should you have any questions concerning this Agreement, or if you desire to contact Opticon for any reason, please write to Opticon Incorporated; 2220 Lind Ave SW, Suite 100, Renton, WA 98057. If you have a specific question regarding the licensing of SOFTWARE or SOURCE CODE, you may contact Opticon’s Operations Manager.
+								:'''b) Contacting Opticon.''' Should you have any questions concerning this Agreement, or if you desire to contact Opticon for any reason, please write to Opticon Incorporated; 2220 Lind Ave SW, Suite 100, Renton, WA 98057. If you have a specific question regarding the licensing of SOFTWARE or SOURCE CODE, you may contact Opticon’s Operations Manager.
-								c) Assignment. This Agreement may not be assigned, in whole or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay except that Opticon may assign this Agreement, or any of its rights or obligations under this Agreement, to any person or entity which succeeds to its business to which this Agreement relates and which assumes all of its obligations hereunder in writing. Opticon shall, to the extent it is able, provide notice of such assignment and, in such an event, Opticon or its legal successor-in-interest shall remain bound as a guarantor of such obligations. Any attempted assignment in violation of the foregoing will be void and of no effect. The parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns.
+								:'''c) Assignment.''' This Agreement may not be assigned, in whole or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay except that Opticon may assign this Agreement, or any of its rights or obligations under this Agreement, to any person or entity which succeeds to its business to which this Agreement relates and which assumes all of its obligations hereunder in writing. Opticon shall, to the extent it is able, provide notice of such assignment and, in such an event, Opticon or its legal successor-in-interest shall remain bound as a guarantor of such obligations. Any attempted assignment in violation of the foregoing will be void and of no effect. The parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns.
-								d) Compliance with Law. At your own expense, you shall comply with all applicable laws and regulations regarding your activities related to this Agreement.
+								:'''d) Compliance with Law.''' At your own expense, you shall comply with all applicable laws and regulations regarding your activities related to this Agreement.
-								e) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior agreements, discussions and understandings between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the party to be charged.
+								:'''e) Entire Agreement.''' This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior agreements, discussions and understandings between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the party to be charged.
-								f) No Waiver. No delay, omission or failure to exercise any right or remedy provided for in this Agreement shall be deemed to be a waiver thereof or an acquiescence to the event giving rise to such remedy, but every such right or remedy may be exercised, from time to time, as may be deemed expedient by the party exercising such right or remedy.
+								:'''f) No Waiver.''' No delay, omission or failure to exercise any right or remedy provided for in this Agreement shall be deemed to be a waiver thereof or an acquiescence to the event giving rise to such remedy, but every such right or remedy may be exercised, from time to time, as may be deemed expedient by the party exercising such right or remedy.
-								g) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be sent by prepaid registered or certified mail, return receipt requested, addressed to you at the address shown in the below Section 13 or at such other address for which you give notice hereunder, and addressed to Opticon at the address shown in the below Section 13, and to the attention of Opticon’s stated representative, or at such other address for which Opticon gives notice hereunder. Such notice will be deemed to have been given three days after deposit in the mail, except that notice of change of address shall be effective only upon receipt.
+								:'''g) Notices.''' Any notice required or permitted by this Agreement shall be in writing and shall be sent by prepaid registered or certified mail, return receipt requested, addressed to you at the address shown in the below Section 13 or at such other address for which you give notice hereunder, and addressed to Opticon at the address shown in the below Section 13, and to the attention of Opticon’s stated representative, or at such other address for which Opticon gives notice hereunder. Such notice will be deemed to have been given three days after deposit in the mail, except that notice of change of address shall be effective only upon receipt.
-								h) Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.
+								:'''h) Severability.''' If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.