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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 and all other parties shall
immediately cease all use of the
434
Appendices
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