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LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE
OF THE SOFTWARE OR ANY ASSOCIATED
HARDWARE, DOWN TIME AND USER'S TIME, EVEN
IF ANY OF THEM HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN
ANY CASE, EACH AND ALL OF THEIR AGGREGATE
LIABILITY UNDER ANY PROVISION OF THIS EULA
SHALL BE LIMITED TO THE GREATER OF (i) THE
AMOUNT ACTUALLY PAID FOR THE SOFTWARE,
SONY'S PRODUCT WHICH THE SOFTWARE IS
EMBEDDED IN OR BUNDLED WITH AND/OR
SONY'S SERVICE TO WHICH THE SOFTWARE IS
DEDICATED OR (ii) THE FIXED AMOUNT AGREED IN
WRITING BETWEEN SONY AND YOU. SOME
JURISDICTIONS DO NOT ALLOW SUCH
EXCLUSIONS OR LIMITATIONS OF LIABILITY, SO
THE ABOVE EXCLUSIONS OR LIMITATIONS MAY
NOT APPLY TO YOU TO THE EXTENT THEY ARE
CONTRARY TO APPLICABLE LAW OF YOUR
JURISDICTION.
INDEMNITY
Except as prohibited by applicable law, you agree
to indemnify and hold harmless SONY and the
THIRD-PARTY SUPPLIERS and their respective
affiliates, officers and employees, from any loss,
claim or demand, including reasonable attorneys'
fees, made by any third party due to or arising out
of your use of the SOFTWARE and/or the DEVICE
(including, without limitation, any software
vulnerability caused by such use), your violation of
this EULA or your failure to fulfill your
responsibility under this EULA.
AUTOMATIC UPDATE FEATURE
From time to time, SONY or the THIRD-PARTY
SUPPLIERS may automatically update or
otherwise modify the SOFTWARE, including, but
not limited to, for purposes of enhancement of
security functions, error correction and
improvement of functions, at such time as you
interact with SONY's or third parties' servers, or
otherwise. Such updates or modifications may
delete or change the nature of features or other
aspects of the SOFTWARE, including, but not
limited to, functions you may rely upon. You
acknowledge and agree that such activities may
occur at SONY's sole discretion and that SONY
may condition continued use of the SOFTWARE
upon your complete installation or acceptance of
such update or modifications. Any updates/
modifications shall be deemed to be, and shall
constitute part of, the SOFTWARE for purposes of
this EULA. By acceptance of this EULA, you
consent to such update/modification.
FORCE MAJEURE
SONY shall not be liable for any delay or failure to
perform resulting from causes outside its
reasonable control, including, but not limited to,
fire, floods, storms, earthquakes, epidemics, acts
of God, war, terrorism, riots, insurrection,
embargos, acts of civil, military or governmental
authorities, nuclear or other accidents,
explosions, strikes or shortages of transportation
facilities, fuel, energy, labor or materials.
ENTIRE AGREEMENT, WAIVER, SEVERABILITY
This EULA (and SONY's applicable privacy policy
separately presented to you, if any), as amended
and modified from time to time, constitute the
entire agreement(s) between you and SONY with
respect to the SOFTWARE. The failure of SONY to
exercise or enforce any right or provision of this
EULA shall not constitute a waiver of such right or
provision. If any part of this EULA is held invalid,
illegal, or unenforceable, that provision shall be
enforced to the maximum extent permissible so
as to maintain the intent of this EULA, and the
other parts will remain in full force and effect.
GOVERNING LAW AND JURISDICTION
The United Nations Convention on Contracts for
the International Sale of Goods shall not apply to
the SOFTWARE or this EULA. This EULA will not be
governed or interpreted in any way by referring to
any law based on the Uniform Computer
Information Transactions Act (UCITA) or any other
act derived from or related to UCITA. This EULA
shall be governed by the laws of the State of
Delaware (USA), without regard to conflict of laws
provisions.
BINDING ARBITRATION
ANY "DISPUTE" THAT IS NOT RESOLVED
THROUGH THE INFORMAL NEGOTIATION
PROCESS DESCRIBED ABOVE SHALL BE
RESOLVED EXCLUSIVELY THROUGH BINDING
ARBITRATION. "DISPUTE" is defined as any
disagreement, cause of action, claim,
controversy, or proceeding between you and any
Sony entity related to or arising out of the
SOFTWARE or this EULA. DISPUTE is to be given
the broadest possible meaning that will be
enforced. If a DISPUTE arises, you agree to first
give notice to SONY by contacting Sony
Electronics Inc. at 16535 Via Esprillo, MZ 1105, San
Diego, CA 92127, Attn: Legal Department, and
engaging in good faith negotiations to attempt to
resolve any DISPUTE for at least 14 days, except
that you or Sony (or any of its affiliates) may skip
this informal negotiation procedure for DISPUTE
enforcing, protecting, or concerning the validity of
intellectual property rights.
ARBITRATION INSTRUCTIONS
To begin arbitration, either you or SONY must
make a written demand to the other for
arbitration. The arbitration will take place before a
single arbitrator. It will be administered in keeping
with the Expedited Procedures of the Commercial
Arbitration Rules, and the Supplementary
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