RCA TH1814 Owner/User Manual - Page 14

B. END USER agrees to fully cooperate with GET DIGITAL DATA in the prosecution of any such suit. GET DIGITAL DATA shall reimburse END USER for the expenses incurred as a result of such cooperation. 12. INDEMNITY A. GET DIGITAL DATA agrees to defend, indemnify and hold END USER, its officers, directors, agents and employees, harmless against all costs, expenses and losses (including reasonable attorneys' fees and costs) incurred through claims of third parties against END USER based on a breach by GET DIGITAL DATA of any representation and warranty made in this Agreement. B. END USER agrees to defend, indemnify and hold GET DIGITAL DATA, its officers, directors, agents and employees, harmless against all costs, expenses and losses (including reasonable attorneys' fees and costs) incurred through claims of third parties against GET DIGITAL DATA based on a breach by END USER of any representation made in this Agreement, or otherwise by any action of END USER that is not covered by the indemnification provisions of GET DIGITAL DATA in the Agreement. 13. FORCE MAJEURE Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event. 14. JURISDICTION AND DISPUTES A. This Agreement shall be governed by the laws of Indiana. B. All disputes hereunder shall be resolved in the applicable state or federal courts of Indiana. The parties consent to the exclusive jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. 15. AGREEMENT BINDING ON SUCCESSORS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns. 16. WAIVER No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement. 17. SEVERABILITY If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement. 18. ASSIGNABILITY The license granted hereunder is personal to END USER and may not be assigned by any act of END USER or by operation of law unless in connection with a transfer of substantially all the assets of END USER or with the consent of GET DIGITAL DATA. 19. INTEGRATION This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith. 13