IN RELATION TO THIS AGREEMENT OR ARISING
OUT OF THE PROVISION OF THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (AND WHETHER
IN RELATION TO TORT, INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY
OR OTHERWISE, OR ANY OTHER LIABILITY FOR ANY OF THE FOLLOWING: (i) LOSS OF
PROFITS, REVENUES OR SALES; (ii) LOSS OF BARGAIN; (iii) LOSS OF OPPORTUNITY;
(iv) LOSS OF USE OF ANY SERVICE OR ANY COMPUTER EQUIPMENT; (v) LOSS OF TIME ON
THE PART OF MANAGEMENT OR OTHER STAFF; (vi) PROFESSIONAL FEES OR EXPENSES; (vii)
BUSINESS INTERUPTION, RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED
HEREUNDER, (viii) DAMAGE TO OR LOSS OF DATA; OR (ix) ANY INDIRECT, SPECIAL,
INCIDENTAL, EXEMPLARY, EXTRAORDINARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY
KIND HOWSOEVER.
SUBJECT TO THE ABOVE, EACH PARTY'S LIABILITY UNDER OR IN CONNECTION WITH THIS
AGREEMENT AND THE PROVISION OF THE SERVICE HEREUNDER (AND WHETHER IN CONTRACT,
TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO A SUM EQUAL TO
100% (ONE HUNDRED PERCENT) OF THE TOTAL SUMS PAID BY INFINITY AR TO SMARTEYES IN
THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT EVENT GIVING RISE
TO LIABILITY.
EACH PARTY UNDERSTANDS AND AGREES THAT, WITH RESPECT TO THE SERVICE: (A) NEITHER
PARTY WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY, TO
CUSTOMERS OR SUBSCRIBERS FOR ANY SERVICE NOT DELIVERED, REGARDLESS OF THE REASON
FOR NONDELIVERY; (B) NEITHER PARTY WILL BE LIABLE TO CUSTOMERS AND/OR
SUBSCRIBERS FOR ACTS OR OMISSIONS OR FOR INFORMATION PROVIDED THROUGH THE
SERVICE, OR FOR CAUSES BEYOND THEIR REASONABLE CONTROL.
7.Intellectual Property Rights.
7.1.SmartEyes hereby acknowledges, confirms and agrees that any and all title,
interest and right, of any type or nature whatsoever, in any Intellectual
Property Rights (as defined below) which is or shall be either: (i) disclosed,
communicated or delivered to SmartEyes by Infinity AR or any of its directors,
officers or agents; or (ii) made, conceived or created by SmartEyes or any of
its employees, directors, officers, consultants or sub-contractors in the
provision of the Services during the Term, is and shall be the sole and
exclusive property of Infinity AR for all intents and purposes. Neither this
Agreement nor any other agreements or understandings there may be between the
Parties, if any, shall be construed to constitute a grant to SmartEyes of any
Intellectual Property Rights, except for the sole and limited purpose of
fulfilling its obligations under this Agreement. Without limiting the generality
of the aforesaid, SmartEyes hereby irrevocably assigns to ALSO in all
jurisdictions, all right, title and interest to any Intellectual Property Rights
developed by it in the provision of the Services. SmartEyes agrees to cooperate
with ALSO in respect of the preparation, filing and prosecution of any
application related to Intellectual Property Rights that may be filed by ALSO or
Infinity AR.
7.2.Notwithstanding anything else to the contrary herein, the obligations under
this Section shall survive the termination of this Agreement.
"Intellectual Property Rights" means