User's Manual Part 4
Release8ReferenceInformation
Issue2,November2007 Draft5forRegulatoryReview 503
Transfer. In the case of software designed to operate on Last Mile Gear equipment, you may not
transfer the Software to another party except: (1) if you are an end-user, when you are transferring
the Software together with the Last Mile Gear equipment on which it operates; or 2) if you are a
Last Mile Gear licensed distributor, when you are transferring the Software either together with
such Last Mile Gear equipment or are transferring the Software as a licensed duly paid for
upgrade, update, patch, new release, enhancement or replacement of a prior version of the
Software. If you are a Last Mile Gear licensed distributor, when you are transferring the Software
as permitted herein, you agree to transfer the Software with a license agreement having terms and
conditions no less restrictive than those contained herein. You may transfer all other Software, not
otherwise having an agreed restriction on transfer, to another party. However, all such transfers of
Software are strictly subject to the conditions precedent that the other party agrees to accept the
terms and conditions of this License, and you destroy any copy of the Software you do not transfer
to that party. You may not sublicense or otherwise transfer, rent or lease the Software without our
written consent. You may not transfer the Software in violation of any laws, regulations, export
controls or economic sanctions imposed by the US Government.
Right to Audit. Last Mile Gear shall have the right to audit annually, upon reasonable advance
notice and during normal business hours, your records and accounts to determine compliance with
the terms of this Agreement.
Export Controls. You specifically acknowledge that the software may be subject to United States
and other country export control laws. You shall comply strictly with all requirements of all
applicable export control laws and regulations with respect to all such software and materials.
US Government Users. If you are a US Government user, then the Software is provided with
"RESTRICTED RIGHTS" as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer
Software-Restricted Rights clause at FAR 52 227-19 or subparagraph (c)(1)(ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013, as applicable.
Disputes.
You and Last Mile Gear hereby agree that any dispute, controversy or claim, except for
any dispute, controversy or claim involving intellectual property, prior to initiation of any formal legal
process, will be submitted for non-binding mediation, prior to initiation of any formal legal process.
Cost of mediation will be shared equally. Nothing in this Section will prevent either party from
resorting to judicial proceedings, if (i) good faith efforts to resolve the dispute under these
procedures have been unsuccessful, (ii) the dispute, claim or controversy involves intellectual
property, or (iii) interim relief from a court is necessary to prevent serious and irreparable injury to
that party or to others.
General. Illinois law governs this license. The terms of this license are supplemental to any written
agreement executed by both parties regarding this subject and the Software Last Mile Gear is to
license you under it, and supersedes all previous oral or written communications between us
regarding the subject except for such executed agreement. It may not be modified or waived except
in writing and signed by an officer or other authorized representative of each party. If any provision
is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the
purpose of our agreement. The failure of either party to enforce any rights granted hereunder or to
take action against the other party in the event of any breach hereunder shall not be deemed a
waiver by that party as to subsequent enforcement of rights or subsequent action in the event of
future breaches.
36.4.2 HardwareWarrantyinU.S.
Last Mile Gear U.S. offers a warranty covering a period of one year from the date of purchase by
the customer. If a product is found defective during the warranty period, Last Mile Gear will repair
or replace the product with the same or a similar model, which may be a reconditioned unit, without
charge for parts or labor.
36.4.3 LimitofLiability
IN NO EVENT SHALL LAST MILE GEAR BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY
DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR
OTHER DAMAGE ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER