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5. Limitation of Liability
TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, UNDER NO
CIRCUMSTANCES SHALL TELENAV OR ITS
LICENSORS AND SUPPLIERS BE LIABLE TO
YOU OR TO ANY THIRD PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES
(INCLUDING IN EACH CASE, BUT NOT
LIMITED TO, DAMAGES FOR THE INABILITY
TO USE THE EQUIPMENT OR ACCESS
DATA, LOSS OF DATA, LOSS OF BUSINESS,
LOSS OF PROFITS, BUSINESS
INTERRUPTION OR THE LIKE) ARISING OUT
OF THE USE OF OR INABILITY TO USE THE
TELENAV SOFTWARE, EVEN IF TELENAV
HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGES THAT
YOU MIGHT INCUR FOR ANY REASON
WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, ALL DAMAGES REFERENCED
HEREIN AND ALL DIRECT OR GENERAL
DAMAGES IN CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE),
THE ENTIRE LIABILITY OF TELENAV AND
OF ALL OF TELENAV’S SUPPLIERS SHALL
BE LIMITED TO THE AMOUNT ACTUALLY
PAID BY YOU FOR THE TELENAV
SOFTWARE. SOME STATES AND/OR
JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATIONS
OR EXCLUSIONS MAY NOT APPLY TO YOU.
6. Arbitration and Governing Law
You agree that any dispute, claim or
controversy arising out of or relating to this
Agreement or the Telenav Software shall be
settled by independent arbitration involving
a neutral arbitrator and administered by the
American Arbitration Association in the
County of Santa Clara, California. The
arbitrator shall apply the Commercial
Arbitration Rules of the American Arbitration
Association, and the judgment upon the
award rendered by the arbitrator may be
entered by any court having jurisdiction. Note
that there is no judge or jury in an arbitration
proceeding and the decision of the arbitrator
shall be binding upon both parties. You
expressly agree to waive your right to a jury
trial.
This Agreement and performance hereunder
will be governed by and construed in
accordance with the laws of the State of
California, without giving effect to its conflict
of laws provisions. To the extent judicial
action is necessary in connection with the
binding arbitration, both Telenav and you
agree to submit to the exclusive jurisdiction
of the courts of the County of Santa Clara,
California. The United Nations Convention
on Contracts for the International Sale of
Goods shall not apply.
7. Assignment
You may not resell, assign, or transfer this
Agreement or any of your rights or
obligations, except in totality, in connection
with your permanent transfer of the Telenav
Software, and expressly conditioned upon
the new user of the Telenav Software
agreeing to be bound by the terms and
conditions of this Agreement. Any such sale,
assignment or transfer that is not expressly
permitted under this paragraph will result in
immediate termination of this Agreement,
without liability to Telenav, in which case you
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Appendices
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