9. Limitation of Liability. EXCEPT IN THE EVENT OF A BREACH OF SECTION 6 (CONFIDENTIALITY) ABOVE OR A CLAIM REQUIRED TO BE INDEMNIFIED UNDER SECTION 7 (INDEMNITY) ABOVE, NEITHER PARTY NOR ITS REPRESENTATIVES WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, HOWEVER IT ARISES AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. EXCEPT IN THE EVENT OF A BREACH OF SECTION 6 ABOVE (CONFIDENTIALITY), SECTION 2.3 ABOVE (OWNERSHIP OF INTELLECTUAL PROPERTY), SECTION 3 ABOVE (PRICING) OR A CLAIM REQUIRED TO BE INDEMNIFIED UNDER SECTION 7 ABOVE (INDEMNITY), NEITHER PARTY’S NOR ITS REPRESENTATIVES’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL EXCEED TEN THOUSAND DOLLARS (US$10,000).
10.1 Governing Law; Venue. This Agreement shall be governed by the laws of the State of
California, excluding its conflict of laws principles. Any claim under this Agreement shall be prosecuted exclusively in a court of competent jurisdiction within Los Angeles County, California, and each Party consents to the jurisdiction of any such court.
10.2 Assignment. Neither Party may assign or transfer, by operation of law or otherwise, any of its rights under this Agreement, to any third party without Licensor’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any attempted assignment or transfer in violation of the foregoing will be null and void.
10.3 Severability; Waiver. In the event that any provision of this Agreement is unenforceable or invalid under any applicable law or be so held by an applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provisions shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other subsequent default or breach of this Agreement.
10.4 Independent Contractors. Nothing contained herein shall be construed as creating any partnership, agency or other form of joint enterprise between the Parties.
10.5 Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of interruptions in the electrical supply, failure of the Internet, terrorism, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the reasonable control of such Party, or any provision of any present or future law or regulation of the US, or any applicable law that applies to the subject matter of this Agreement.
10.6 Compliance with Laws. The Parties agree to comply with all laws, rules and regulations, including, but not limited to, export compliance regulations, applicable to their respective performance under this Agreement.