Limitation of Liability. NEITHER WE NOR OUR AFFILIATES, LICENSORS, SUPPLIERS, PARTNERS, DONORS, AND AGENTS ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR CONTENT CONTAINED ON THE SITE, THE DOWNLOADED SOFTWARE OR ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT CONTAINED WITHIN THE SITE AND/OR THE DOWNLOADED SOFTARE IS TO STOP USING THE SITE AND/OR DOWNLOADED SOFTWARE, AS APPLICABLE. OUR SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE) SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO US IN CONNECTION WITH ACCESS TO IBD UNIVERISTY. FURTHER, IN THE EVENT THAT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SHALL REMAIN IN EFFECT.
Indemnification. You agree to indemnify, defend and hold us, our officers, directors, employees, agents and representatives harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), or other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement, including any violation of the Code of Conduct above; (b) any allegation that any materials that you submit to us or transmit to the Site infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) your activities in connection with the Site.
Miscellaneous. This Agreement is governed by and construed in accordance with the laws of the State of California, United States of America, without regards to its principles of conflicts of law. Any dispute, claim or matter arising from or relating to your use of the Site, the Downloaded Software or this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the County of Los Angeles, California, and you hereby waive any jurisdictional, venue, or inconvenient forum objections to such courts. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between parties relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between the parties. This Agreement is not assignable, transferable or sublicenseable by you except with our prior written consent. Any waiver by us must be in writing in order to be valid. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.