5.4.2 Definitions. "Confidential Information" means any data or information that is provided or obtained from one party hereunder to the other party, and that is valuable to the disclosing party or its owner and not generally known by the public. "Trade Secrets" means any information, without regard to form, provided or obtained from one party hereunder to the other party, including but not limited to the object and source code for the System, which: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. "Proprietary Information" means, collectively, Confidential Information and Trade Secrets.
6. DISCLAIMER OF WARRANTIES
THE PARTIES AGREE AND ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED "AS IS". STONEBRANCH MAKES NO WARRANTIES WITH RESPECT TO THE SOFTWARE, SYSTEM, DOCUMENTATION, OR ANY COMPONENTS THEREOF, OR OTHER GOODS OR SERVICES PROVIDED BY STONEBRANCH, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AGAINST INFRINGEMENT AND FITNESS FOR A PARTICULAR USE OR PURPOSE.
7. LIMITATION OF LIABILITY
User acknowledges and agrees that in no event shall Stonebranch, any subsidiary or affiliate or any of their officers, directors, employees, consultants, owners, or representatives be liable to User, its affiliates, subsidiaries, officers, directors, employees, partners, or owners for any special, indirect, reliance, incidental or consequential damages, loss of profits, or loss of goodwill resulting from the use of or inability to use the System or any Software, Documentation or other goods or services provided hereunder, even if Stonebranch has been notified of the likelihood of such damages occurring. User agrees that the sole and exclusive remedy available to User shall be limited to recovery of actual direct damages not in excess of $500. The parties agree that the limitations provided in this Section 7 shall survive and continue in full force and effect despite any failure of an exclusive remedy.
8.1 Term. User's license of the System shall be for 30 days, unless sooner terminated as provided herein.
8.2 Early Termination. Without prejudice to any other remedies, either party shall have the right at any time by giving notice to the other to terminate the Agreement forthwith.
8.3 Post-Termination Obligations. Upon termination or expiration of this Agreement for any reason, (i) all rights and licenses granted to User will immediately cease, (ii) User shall return, or certify the destruction of, any copies of the Software and Documentation in its possession (whether modified or unmodified), together with all other Proprietary Information (including copies thereof) of Stonebranch, to Stonebranch, and (iii) all invoices and any other monies due to Stonebranch by User shall remain due and payable in accordance with the terms hereof.
8.4 Survival of Terms. Upon termination or expiration of this Agreement, and in addition to any provisions that expressly survive any termination of this Agreement, the provisions of Sections 1, 2, 4, 5, 6, 7, 8.3, 8.4 and 9 shall continue and survive in full force and effect.
9. GENERAL PROVISIONS
9.1 Assignment. No portion of this Agreement may be assigned or transferred by User without the prior written consent of Stonebranch and any attempt to do so without consent shall be null and void. In no event shall User's rights or obligations hereunder be assigned or assignable by operation of law or by any bankruptcy proceedings, and in no event shall this Agreement or any rights or privileges hereunder be an asset of User under any bankruptcy, insolvency or reorganization proceedings.
9.2 Equitable Remedies and Specific Performance. User acknowledges that each provision in this Agreement providing for the protection of the Proprietary Information of Stonebranch is material to this Agreement. User acknowledges that any threatened or actual breach of Stonebranch's proprietary rights or disclosure of the Proprietary Information shall constitute immediate, irreparable harm to Stonebranch, for which Stonebranch shall be entitled to equitable remedies awarded by a court of competent jurisdiction.
9.3 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, permitted transferees, and their respective successors and assigns.
9.4 Severability. Any provision of this Agreement held or determined by a court (or other legal authority) of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct and independent, and shall be ineffective to the extent of such holding or determination without (i) invalidating the remaining provisions of this Agreement in that jurisdiction or (ii) affecting the legality, validity or enforceability of such provision in any other jurisdiction.
9.5 Notices. All legal notices under this Agreement required to be given hereunder shall be given in writing and shall be delivered, either by hand, by e-mail subject to provision of a return read receipt from the recipient that is retained by the provider of the notice, by recognized delivery service, by certified mail return receipt requested, or by facsimile or telex (with confirmation copy sent by another approved means), addressed to the receiving party at the address notified, or at such other address as may be designated from time to time in accordance herewith.
9.6 No Waiver. Any failure by either party to detect, protest, or remedy any breach of this Agreement shall not constitute a waiver or impairment of any such term or condition (or of any other), or the right of such party at any time to avail itself of such remedies as it may have for any breach or breaches of such term or condition (or of any other). A waiver may only occur pursuant to the prior written express permission of an authorized officer of the other party.
9.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, USA without giving effect to its conflicts of law principles. Venue for any dispute hereunder shall be set in Fulton County, Georgia, USA.
9.8 Force Majeure. Neither party shall be responsible for failures or interruptions of communications facilities or equipment, including those of third parties, electricity shortages, blackouts, or power failures, labor strikes or slowdowns, shortages of resources or materials, natural disasters, world events, terrorism, delay or disruption of shipment or delivery, trespass or interference of third parties, or similar events or circumstances outside its reasonable control.
9.9 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, and is intended as the parties' final expression and complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written or oral, and may be amended or modified only by an instrument in writing signed by both parties.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute and deliver this Agreement as of the date the last party accepts this Agreement. YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND INTEND TO BE BOUND, AS IF YOU HAD SIGNED THIS AGREEMENT IN WRITING. IF YOU ARE ACTING ON BEHALF OF AN ENITY, YOU WARRANT THAT YOU HAVE THE AUTHORITY TO ACCEPT THE TERMS OF THIS AGREEMENT FOR SUCH ENTITY.