User's Manual

Helios Installation Guide
© 2012 MicroPower Technologies, Inc. 38
“technical data or information related or pertaining to commercial items or processes” developed at private expense for purposes of
DFARS 227.7102-1
and 227.7102 2 and the restrictions set forth therein, and this EULA shall be deemed to be the license described in such regulations.
Any use, modification, reproduction, release, performance, display, or disclosure of such technical data by the Government shall be
governed solely by the terms of this EULA and is prohibited except to the extent expressly permitted by the terms of this EULA. Such
technical data is also deemed to be “limited rights data” as defined in FAR 52.227-14(a) (Alternate I (June 1987)) and for purposes of
FAR 52.227-14(g)(2) (Alternate II (June 1987)), which clauses are incorporated herein by reference subject to the express restrictions
and prohibitions set forth above. Such technical data shall also be deemed to be “technical data” for purposes of DFARS 252.227-
7015, which clause is incorporated herein by reference subject to the express restrictions and prohibitions set forth above.
11.3. Third Party Acceptance of Restrictions. Licensee shall not provide the Software, the Documentation, or the technical data
described in Section 11.2 above to any party, including but not limited to the Government, unless such third party accepts the same
restrictions as are set forth in this Section 11. Licensee is responsible for ensuring that the proper notice is given to all such third
parties and that the Software, the Documentation, and such technical data is properly marked with the required legends. Nothing in
this Section 11.3 shall be deemed to modify the restrictions on transfer or disclosure set forth elsewhere in this EULA.
12. GOVERNING LAW; ENFORCEMENT.
12.1. Governing Law. This EULA and the rights and obligations of the parties hereunder shall be governed by the laws of the State of
California, without reference to conflicts of laws principles; provided, however, that if the Software and the Documentation is
licensed outside the United States, then certain local laws may apply. The parties agree to the non exclusive jurisdiction of the state
and federal courts in San Diego County, California in connection with the litigation of any dispute pertaining to this EULA and waive
any objection to such jurisdiction based on venue or personal jurisdiction. IN ADDITION, 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), EVEN IF THAT LAW HAS BEEN ADOPTED IN CALIFORNIA, AND THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS IS HEREBY EXCLUDED.
12.2. Equitable Relief. Licensee acknowledges that any actual or threatened breach of the provisions of this EULA will constitute
immediate, irreparable harm to MPT for which monetary damages would be an inadequate remedy; that injunctive relief is an
appropriate remedy for any such breach or threatened breach; and that, in such event, MPT will be entitled to immediate injunctive
relief without the requirement of posting bond.
13. MISCELLANEOUS. Except as otherwise expressly agreed in a written, signed agreement between MPT and Licensee, this EULA
sets forth the entire agreement between MPT and Licensee with respect to the Software, the Documentation, and/or Licensee's use
of the Software and the Documentation, and it is expressly agreed that the terms of this EULA will supersede the terms in any of
Licensee's purchase orders or other ordering documents. There are no implied licenses with respect to the Software or the
Documentation. No provision of this EULA may be waived, modified, or superseded except by a written instrument signed by each of
MPT and Licensee. No failure or delay in exercising any right or remedy shall operate as a waiver of any such (or any other) right or
remedy. The language of this EULA shall be construed as a whole, according to its fair meaning and intent, and not strictly for or
against either party, regardless of who drafted or was principally responsible for drafting this EULA or any specific term or condition
hereof. This EULA shall bind and inure to the benefit of the parties and their successors and permitted assigns. Both parties are
acting as independent contractors with respect to the activities hereunder. In the event of any legal proceeding between the parties
arising out of or related to this EULA, the prevailing party shall be entitled to recover, in addition to any other relief awarded or
granted, its costs and expenses (including but not limited to reasonable attorneys' and expert witness' fees) incurred in any such
proceeding. If any provision in this EULA is invalid or unenforceable, such provision shall be construed, limited, or altered, as
reasonably necessary, to eliminate the invalidity or unenforceability and all other provisions of this EULA shall remain in effect.
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Should Licensee have any questions concerning this EULA, or if Licensee desires to contact MicroPower Technologies for any reason,
please contact the company at:
4225 Executive Square, Suite 430, La Jolla, CA 92037, or send an email to MicroPower Technologies at [e-mail]
.