Technical data

iv
Software or Documentation by any third party other than agents and representatives working on Customer’s behalf; or (d) rent,
lease, loan, distribute, assign or transfer the Software unless expressly permitted in writing by Meru or by this Agreement. Customer
may not disclose, provide, or otherwise make available any trade secret and/or copyrighted material, including without limitation,
the specific design and structure of individual programs or trade secrets, contained within or related to the Software to any third
party without Meru's prior written consent. Additionally, Customer shall keep any result of any benchmark or other evaluation of the
Software confidential and shall not publish any result of any such result without Meru’s prior written consent. Customer will
implement reasonable security measures to protect such trade secrets and copyrighted materials. Customer shall not under any
circumstance, and shall not permit any third party to, prepare any error correction, modification or derivative work of the Software
or Documentation or remove deface or obscure any product identification, copyright, trademark, suppliers' proprietary rights
notices, or other notice on or in the Software or on output generated by the Software or the Documentation.
Article 1.
Termination. This Agreement is effective until terminated. Customer’s rights under this Agreement will terminate
automatically without notice from Meru if Customer violates any of the restrictions in Article 1 or breaches any term(s) of this
Agreement. Upon termination, Customer must destroy all copies of the Software in Customer’s possession or control. Customer
acknowledges and agrees that any unauthorized use, transfer, sublicensing or disclosure of the Software may cause irreparable
injury to Meru, and under such circumstances, Meru shall be entitled to equitable relief, without posting bond or other security,
including but not limited to, preliminary and permanent injunctive relief.
Article 1.
Disclaimer of Warranty.
1.1. T
O THE MAXIMUM EXTENT PERMITTED BY LAW, MERU AND MERU 'S LICENSOR(S) (FOR THE PURPOSES OF ARTICLES 3 AND 4,
M
ERU AND MERU 'S LICENSOR(S) SHALL BE COLLECTIVELY REFERRED TO AS “MERU “) PROVIDES THE SOFTWARE AND DOCUMENTATION “AS
IS”
AND “WITHOUT WARRANTY”, AND WITH RESPECT TO THE SOFTWARE AND ANY DOCUMENTATION, MERU HEREBY SPECIFICALLY
EXCLUDES AND DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR USE AND ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR COURSE OF DEALING, AND MERU SPECIFICALLY EXCLUDES ALL
REPRESENTATIONS AND WARRANTIES, WHETHER STATUTORY OR OTHERWISE, WITH RESPECT TO NON-INFRINGEMENT OF ANY NATURE OF THE
RIGHTS OF ANY THIRD PARTY.
1.1. SPECIFICALLY, MERU DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET CUSTOMER’S
REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN
THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, MERU DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING
THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS,
ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MERU OR MERU
AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
1.1. Meru does not warrant that the Software or any Appliance will be free of vulnerability to intrusion, virus attack or hacker
attacks. The Software is not fault-tolerant nor designed or intended for use in hazardous environments requiring fail-safe
performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air
traffic control, weapons systems, direct life-support machines or any other application in which the failure of the Software could lead
directly to death, personal injury, or severe physical or property damage (collectively, “High Risk Activities”). Meru expressly
disclaims any express or implied warranty of fitness for High Risk Activities.
Article 1.
Limitation of Liability.
1.1. C
USTOMER ASSUMES THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE. TO THE MAXIMUM EXTENT
PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCE SHALL MERU BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE
S
OFTWARE. Such limitation of damages includes, but is not limited to, lost good will, lost profits, loss of data or software, work
stoppage or impairment of other goods, regardless of the legal theory on which the claim is brought, even if Meru has been advised
of the possibility of such damage or if such damage could have been reasonably foreseen, and notwithstanding any failure of
essential purpose of any exclusive remedy provided in this Agreement.
1.1. I
N NO EVENT SHALL MERU’S TOTAL LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, WHETHER BASED ON CONTRACT,
WARRANTY, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EXCEED (i) THE AMOUNT TO MERU FOR THE SOFTWARE LICENSE, OR (ii) IF
NO SEPARATE FEE WAS PAID FOR THE SOFTWARE LICENSE, THE AMOUNTS PAID FOR THE MERU PRODUCT IN WHICH THE SOFTWARE IS EMBEDDED. IN NO
CASE SHALL MERU BE LIABLE FOR THE COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCT, SOFTWARE OR SERVICE.
1.1. Customer acknowledges that its agreement to the limitations of liability set out in this article is a crucial part of its
consideration for the rights under the license grant.
Article 1.
U.S. Government Rights. If Customer is the U.S. Government, Customer acknowledges that it obtains only
those rights customarily provided to commercial end use customers. For U.S. governmental entities, this commercial license is
provided in accordance with FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for Department of Defense
purchasers, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer
Software or Computer Software Documentation). Use, duplication or disclosure by the U.S. Government is subject to the restrictions