NuForce Icon HD User Manual page 9

Liability. With respect to any claims asserting breach of the limited warranty set forth in Section 0, NuForce' exclusive liability and
Buyer's sole remedy, is at NuForce' option, to replace or repair the defective Product or to issue credit to Buyer for the purchase price
of the Product (without interest), provided that prior to any replacement, repair or credit the following conditions are satisfied:
(i) NuForce is promptly notified in writing by Buyer upon discovery of any such default; (ii) the defective Product is returned to
NuForce, transportation charges prepaid by Buyer, accompanied by a brief statement explaining the alleged defect; and (iii) NuForce'
examination of such Product shall disclose to NuForce' satisfaction that such failures did not arise as a result of misuse, abuse,
improper installation or application, repair, alteration, or accident, or negligence in use, storage, transportation or handling by anyone
other than NuForce. Any replacement Product will be warranted for the remainder of the original warranty period or 30 days,
whichever is longer. NuForce shall in no event be responsible for any labor costs, or otherwise, incurred by Buyer incident to the
replacement of any defective Product. If NuForce determines that the returned Product conformed to the warranties, NuForce will
return the Product to Buyer at Buyer's expense.
NUFORCE SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SPECIAL
DAMAGES OF ANY NATURE INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, PROMOTIONAL OR
MANUFACTURING EXPENSES, OVERHEAD, DATA, INJURY TO REPUTATION OR LOSS TO CUSTOMERS, ARISING
OUT OF OR IN CONNECTION WITH THE PURCHASE, SALE, USE, PERFORMANCE OR FAILURE OF THE PRODUCTS,
WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT
LIABILITY OR OTHERWISE, EVEN IF NUFORCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF
SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL NUFORCE' LIABILITY TO
BUYER ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID
TO NUFORCE BY BUYER FOR THE PRODUCT THAT GIVES RISE TO THE CLAIM.
Default. If Buyer becomes insolvent, bankrupt, makes an assignment for the benefit of its creditors or is otherwise unable to meet
Buyer's obligations as they come due, NuForce may decline to make further shipments without in any way affecting NuForce' rights
under these Terms. If, NuForce elects to continue to make shipments, NuForce' action shall not constitute a waiver of any default by
Buyer or in any way affect NuForce' legal remedies of any such default.
Assignment. Buyer shall not assign Buyer's order or any interest in or any rights hereunder without the prior written consent of
NuForce.
Confidentiality. Buyer acknowledges that Buyer may gain access to trade secrets and confidential information of NuForce. At all
times Buyer agrees not to disclose NuForce' trade secrets or confidential information to any third party without the express written
consent of NuForce. Buyer further agrees to undertake all steps necessary to maintain the secrecy of NuForce' trade secrets and
confidential information.
Miscellaneous. All notices, authorizations, and requests shall be deemed given on receipt. These Terms shall be governed by the laws
of the State of California without reference to that state's choice of law provisions. The California state courts of Santa Clara County,
California or the United States District Court for the Northern District of California shall have exclusive jurisdiction and venue over
any dispute arising out of this Agreement, and each party hereby consents to the jurisdiction and venue of such courts. All waivers of
the exercise any remedy or option provided herein, or to require any performance by Buyer must be in a writing signed by NuForce.
If any provision of these Terms is declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and
effect. Nonperformance of either party, except for the making of payments, shall be excused to the extent that performance is delayed
or rendered impossible by any reason where failure to perform is beyond the reasonable control of the non-performing party.
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