9.1 NO ASSIGNMENT: Neither this Agreement nor any rights, privileges, licenses or obligations set forth therein may be assigned, transferred or shared by the Recipient without the prior written consent of Next Level, and any such assignment or transfer is not valid. Any merger, consolidation, reorganization, transfer of all the assets of the beneficiary or any other change in the control or ownership of the beneficiary shall be considered an assignment within the meaning of this Agreement. 9.2 GLOBAL AGREEMENT: This Agreement and the attached Annexes, if any, include the entire agreement between the Parties concerning their subject matter and supersede all prior oral or written notices, assurances or agreements. No amendment to this Agreement shall be binding on either Party unless signed in writing and by an authorized representative of each Party. In the event of any conflict between the terms of this Agreement or any other agreement between the parties, the terms of this Agreement shall supersede the terms of such Agreement and shall prevail over the conflicting terms of any other Agreement. 9.3 GOVERNING LAW: This Agreement is in all respects governed by the laws of the State of California, without reference to any choice of law, as if this Agreement had been entered into by residents of that State to be fully complied with in that State. The Parties hereby waive any application of the United Nations Convention on Contracts for the International Sale of Goods (as announced in 1980 and all successor or subsequent conventions) with respect to the performance or interpretation of this Agreement. 6.1 All devices are made available “as intended” without any warranty, written or oral, express or implied, including, but not limited to, a guarantee of accessibility or fitness for a particular purpose. The receiver understands that some newly manufactured devices may contain recycled parts that, in their power, match the new ones. The Recipient agrees to defend, indemnify and hold Harmless Next Level from and against any claim or legal action against Next Level arising out of the Recipient`s use of the Equipment, including its use by its employees, representatives or subcontractors. The beneficiary shall bear all costs; Damages, losses and expenses (including reasonable attorneys` fees) incurred by Next Level and pay any arbitration award with respect to such claim or an agreed settlement.
Next Level is not liable for any direct, indirect, special, random or consequential damages, whether resulting from a contract, unlawful act or other legal theory resulting from this equipment loan agreement or the recipient`s use of the equipment. . . .