3. REPRESENTATIONS AND
WARRANTIES
3.1 Customer
Representations and Warranties.
Customer represents, warrants, and covenants that the Customer Content
submitted by Customer does not violate or infringe upon the rights of any third
party, including copyright, trademark, privacy, publicity, or other personal or
proprietary rights.
Customer also represents, warrants, and covenants that
(a) Customer has full power and authority to grant CAD 2 CAM, Inc. licenses to
any copyrights and trademarks and to any other intellectual property rights
related to the Customer Content for all purposes contemplated under this
Customer Agreement; (b) CAD 2 CAM, Inc.'s exercise of any rights granted under
this Customer Agreement will not in any way constitute an infringement or other
violation of any copyright, trademark, or any other rights of any third party;
(c) CAD 2 CAM, Inc. will not be required to obtain permission from, or make any
payments to, anyone in connection with the exercise of any of the rights
granted under this Customer Agreement;
and, (d) Customer will immediately correct and promptly update Customer
Content as may be requested by CAD 2 CAM, Inc. as may be necessary to provide
reliable, complete and timely Service.
3.2 Indemnification. Customer agrees to indemnify, defend and
hold CAD 2 CAM, Inc., and all officers, directors, owners, and agents
(collectively the "Indemnified Parties") harmless from and against
any and all liability and costs incurred by the Indemnified Parties in
connection with any claim arising out of any breach by Customer of this
Customer Agreement or the foregoing representations, warranties and covenants,
including, without limitation, reasonable attorneys' fees. Customer shall
cooperate as fully as reasonably required in the defense of any claim. CAD 2
CAM, Inc. reserves the right, at its own expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by
Customer.
3.3 Disclaimer. Customer acknowledges that the Service is a new and innovative service offered by CAD 2 CAM, Inc. via on-line communications networks. CAD 2 CAM, Inc makes no warranties whatsoever, whether express or implied, about the Service and CAD 2 CAM, Inc. hereby disclaims any warranties of merchantability, fitness for a particular purpose, freedom from error, Compatability and integration.
3.4 Error or
Omission, Limitation of Liability and Limitation of Action. In the event of any error or omission in the translation of Customer content, Customer shall notify CAD 2 CAM, Inc. thereof within thirty (30) days after the first delivery of the translation in which the error or omission occurs, and CAD 2 CAM, Inc. agrees to use commercially reasonable efforts to correct such error or omission within thirty (30) business days after such notification.
The remedy set forth above for any error or omission In the translation of Customer content is Customer's exclusive remedy. CAD 2 CAM, Inc. shall not be liable for damages of any nature whatsoever, whether in contract, tort or otherwise. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
No action, regardless of form, may be commenced by Customer against CAD 2 CAM, Inc. more than six (6) months after the first delivery of the translation of customer Content in which the error or omission occured.
The limitation of damages and Actions set forth above are fundamental to the basis of the bargain between the Customer and CAD 2 CAM, Inc. The service would not be provided without such limitations.