internal use by your business, only on such GROM PRODUCTS. You shall not copy, reverse engineer, translate,
port, modify or make derivative works of the Software contained in the PRODUCT. You shall not loan, rent, disclose,
publish, sell, assign, lease, sublicense, market or otherwise transfer the Software in the PRODUCT or use it in any
manner not expressly authorized by this agreement. You shall not derive or attempt to derive the source code or
structure of all or any portion of the Software in the PRODUCT by reverse engineering, disassembly, recompilation,
or any other means. You shall not use the Software in the PRODUCT to operate a service bureau or for any other
use involving the processing of data for other persons or entities. GROM and its licensor(s) shall retain all copyright,
trade secret, patent and other proprietary ownership rights to the Software in the PRODUCT. You may transfer all of
your license rights in the Software or the PRODUCT, the related documentation and a copy of this License Agree-
ment And Warranty to another party, provided that the party reads and agrees to accept the terms and conditions of
this License Agreement And Warranty.
5.4 OPERATIONAL WARNING AND SAFETY INSTRUCTIONS:
(A) EXCEPT AS OTHERWISE CONTAINED HEREIN, the PRODUCTS and related documentation are provided to you, “AS IS”.
IN NO EVENT SHALL GROM BE LIABLE FOR ANY DAMAGES, CLAIM OR LOSS INCURRED BY YOU (INCLUDING
WITHOUT LIMITATION, COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES, LOST PROFITS, LOST SALES OR BUSINESS EXPENDITURES, INVESTMENTS, OR COMMITMENTS IN
CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL, OR DAMAGES. THE TERM ‘INCIDENTAL DAMAGES’
REFERS TO THE EXPENSES OF TRANSPORTING THE PRODUCTS TO THE GROM AUDIO SERVICE CENTER, LOSS OF
THE END-USERS [ORIGINAL PURCHASER’S] TIME, LOSS OF THE USE OF THE PRODUCT, BUS FARES, CAR RENTALS
OR OTHER COSTS RELATED TO THE CARE AND CUSTODY OF THE PRODUCT. THE TERM ‘CONSEQUENTIAL
DAMAGES’ REFERS TO THE COST OF REPAIRING OR REPLACING OTHER PROPERTY, WHICH IS DAMAGED WHEN
THIS PRODUCT DOES NOT WORK PROPERLY, RESULTING FROM THE USE OR INABILITY TO USE THE PRODUCTS,
INCLUDING ANY DAMAGES INCURRED DUE TO THE NEGLIGENT OPERATION OF A MOTOR VEHICLE, IN
CONJUNCTION WITH THE USE OF SAID PRODUCTS. THE END-USER ACKNOWLEDGES ITS RESPONSIBILITY FOR THE
USE OF THE PRODUCT. THE ADDITION OF GROM PRODUCTS AND ANY AFTER-MARKET EQUIPMENT MAY ENHANCE
THE VALUE OF A VEHICLE OR CAUSE A THIRD-PARTY TO ILLEGALLY ATTEMPT TO REMOVE THE PRODUCTS AND
AFTER-MARKET EQUIPMENT. GROM DISCLAIMS ANY LIABILITY RELATED TO SUCH THEFT AND POTENTIAL DAMAGE
TO PROPERTY. IT IS THE END-USERS RESPONSIBILITY TO PROTECT ITS OWN PROPERTY. THE END-USER
FURTHER ACKNOWLEDGES THAT THE OPERATION OF A MOTOR VEHICLE IS AN INHERENTLY DANGEROUS
ACTIVITY, AND BY ITS USE OF GROM’S PRODUCTS, ACKNOWLEDGES THAT THE PRODUCTS ARE REMOTELY
RELATED TO SAID MOTOR VEHICLE OPERATION, AND THUS ANY DAMAGES CAUSED TO THE DRIVER OF THE
VEHICLE, THE VEHICLE ITSELF OR ANY THIRD-
PARTY AND ITS PROPERTY IS NOT THE RESPONSIBILITY OF GROM, ITS AGENTS OR ITS PRINCIPALS AND IS THE
SOLE RESPONSIBILITY OF THE DRIVER OF SAID VEHICLE.
YOU, THE END-USER, OR ANY OTHER DRIVER OF THE VEHICLE, IS SOLELY RESPONSIBLE FOR THE SAFE
OPERATION OF THE VEHICLE AND THE SAFETY OF BOTH YOU AND THE PASSENGERS. FOR SAFETY PURPOSES,
THE PRODUCT SHOULD NOT BE USED FOR THE DRIVER’S ENTERTAINMENT, WHILE THE VEHICLE IS BEING DRIVEN.
SUCH USE COULD BE A DISTRACTION TO THE DRIVER, WHICH COULD CAUSE AN ACCIDENT LEADING TO SERIOUS
INJURY OR DEATH. IF YOU, THE END-USER ALLOW ANOTHER PERSON TO USE THE VEHICLE, IT IS YOUR
RESPONSIBILITY TO THOROUGHLY BRIEF THAT OTHER USER, ON THE SAFETY REQUIREMENTS FOR OPERATING
THE VEHICLE AND THE PRODUCTS INSTALLED THEREIN.
(B) SAID DISCLAIMERS SHALL APPLY TO THE USE OF SAID PRODUCTS, EVEN IF GROM HAS BEEN INFORMED OF,
KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL
CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION: BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. IF GROM’S WARRANTY
DISCLAIMER OR LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL, OR FOR ANY REASON
WHATSOEVER, BE HELD UNENFORCEABLE OR INAPPLICABLE, YOU AND ANY OTHER END USER AGREE THAT
GROM’S LIABILITY SHALL NOT EXCEED (70%) OF THE PRICE PAID FOR THE ENCLOSED GROM PRODUCT.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion
may not apply to you. This Warranty Disclaimer and Limitation of Liability shall not be applicable to the extent that any federal,
state, or local law, which cannot be preempted, prohibits any provision of this Warranty.
Any use of the PRODUCTS where it is illegal to do so, may be used against you as evidence of negligence in the
event of an auto accident or other traffic infraction.
5.5 OTHER PROVISIONS:
A. INDEMNIFICATION OF GROM AUDIO, ITS AGENTS AND EMPLOYEES. By Purchasing, Installing and Using
the Products, You, the End- User, agree to indemnify, defend and hold harmless, GROM AUDIO, and it s Affiliates,
Directors, Officers, Agents and Employees from any Liabilities, Damage, Loss, Claim and Expense (including
reasonable Attorney’s Fees) arising out of the installation and use of the Products.
B. GOVERNING LAW. THIS AGREEMENT and all Purchases hereunder shall be governed by, and construed
under the laws of the State of California, without regard to conflicts of law rules.
You agree that the Courts of California shall have exclusive jurisdiction over the Parties, for all disputes.
C. FORCE MAJEURE. GROM shall not be liable for any delay or failure in performance caused by or resulting from
acts of God, fire, flood, storms, earthquakes, tornados, other acts of nature, any accidents, riots, wars, government
Rev. 1.2
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