User Guide

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law, provided that Buyer gives ThirdEye written notice of any such requirement

within ten (10) days after learning of any such requirement, and takes all reasonable

measures to avoid disclosure under such requirements.

4. Buyer shall indemnify, defend and hold ThirdEye, its affiliates or any of their

shareholders, directors, officers, personnel or agents harmless from and against any

and all losses, damages, liabilities, claims, actions, suits, judgments, costs and/or

expenses of whatever kind (including, without limitation, reasonable attorney’s

fees), relating to, arising out of or resulting from Buyer’s use of the Products or

breach of the Agreement; provided, however, that Buyer shall not be obligated to

indemnify, defend or hold ThirdEye harmless with respect to any gross negligence

or willful misconduct by ThirdEye.

5. LIMITATIONS ON ACTIONS. Any action against ThirdEye arising in any way

out of THE agreement or the Products must be commenced by Buyer within one (1)

year after the earlier of: (i) the date any alleged claim accrues; or (ii) the date of

delivery of the Products to.

6. The Agreement constitutes the entire agreement between ThirdEye and Buyer,

superseding all previous understandings and writings regarding this transaction.

Any amendment or modification of these Terms shall be void unless in writing and

signed by ThirdEye. In the event of a conflict between these Terms and the Website

Agreement shall be governed by the laws of the State of New Jersey and controlling

United States federal law, without regard to the choice or conflicts of law provisions

of any jurisdiction, and any disputes, actions, claims or causes of action arising out

of or in connection with this Agreement shall be subject to the exclusive jurisdiction

of the state and federal courts located in the State of New Jersey in each case located

in the City of Trenton and County of Mercer. If any provision of this Agreement is

held by a court of competent jurisdiction to be invalid or unenforceable, then such

provision(s) shall be construed, as nearly as possible, to reflect the intentions of the

invalid or unenforceable provision(s), with all other provisions remaining in full

force and effect. No delay or omission by ThirdEye in exercising any right or

remedy hereunder shall be a waiver thereof or of any other right or remedy, and no

single or partial exercise thereof shall preclude any other or further exercise thereof

or the exercise of any other right or remedy. All rights and remedies of ThirdEye

are cumulative.

7. No Resale. Buyer shall not resell any of the Product made available pursuant to this

Agreement as a stand-alone product, or otherwise in any form other than connected

to without the signed and active ThirdEye Partner Agreement between ThirdEye

and Buyer. Without a signed and active ThirdEye Partner Agreement between

ThirdEye and Buyer, Buyer will be held liable with penalties for any resale of

ThirdEye Product and anyone to whom Buyer gives Product will not be eligible for