User's Manual

37
not modify, port, or translate the Soware or the Documentaon. Where Licensee has other rights with respect to the Soware or the Documentaon mandated
under statute, Licensee will provide MPT with reasonably detailed informaon regarding any intended modicaons, porng, translaons, reverse engineering,
disassembly, decrypon, or decompilaon, and the purposes therefore.
5.4. Proprietary Noces and Legends. If Licensee makes any copies of the Soware or the Documentaon in accordance with this EULA, Licensee must reproduce in
all such copies all proprietary noces and legends contained in the originals.
5.5. Updates. Upon Licensee’s installaon of any Update to Soware, Licensee shall have no further rights, and MPT shall have no further obligaons, with respect
to those porons of the Soware that such Update was intended to replace. If addional or dierent license terms or condions accompany an Update, Licensee
acknowledges and agrees that Licensee’s Use of that Update will be subject to those addional or dierent terms and condions.
5.6. Export Restricons; Compliance with Laws. Licensee agrees that Licensee will not, directly or indirectly, export or transmit the Soware or the Documentaon
to any country, enty, or person to which such export or transmission is restricted by any applicable government regulaon or statute without the prior wrien
consent, if required, of the governmental enty as may have jurisdicon over such export or transmission. Licensee agrees to comply with and conform to all
applicable laws, regulaons, and ordinances relang to Licensee’s use of the Soware and/or the Documentaon.
6. RESPONSIBILITIES OF LICENSEE.
6.1. Payment. In consideraon for the licenses and rights granted to Licensee herein, Licensee agrees to pay all amount(s) for such licenses and rights as set forth in
the corresponding invoice, in accordance with the payment terms agreed upon by Licensee.
6.2. Indemnicaon. Licensee hereby agrees to indemnify, protect, defend, and hold MPT and its licensors harmless from and against any and all claims, losses, or
damages (including but not limited to reasonable aorneys’ and experts’ fees) aributable to
(a) Licensee’s use or misuse of the Soware or the Documentaon, or
(b) any failure by Licensee to comply with any term, condion, or restricon in this EULA.
7. COMPLIANCE AUDIT. MPT shall have the right, upon reasonable noce, to conduct and/or have an independent accounng rm conduct, during normal business
hours on Licensee’s premises under Licensee’s reasonable supervision, an audit to verify Licensee’s compliance with the terms of this EULA. If an audit reveals
underpayments, then Licensee will immediately pay MPT such underpayments together with the costs reasonably incurred by MPT in connecon with the audit and
seeking compliance with this secon.
8. USE OF LICENSEE INFORMATION. With respect to any informaon Licensee provides to MPT in connecon with the Soware or the Documentaon, MPT may use
such informaon for any purpose without restricon, including, without limitaon, for product support and development purposes, provided that MPT will not use
such informaon in a form that idenes Licensee.
9. TERM AND TERMINATION.
9.1. General. Except as provided below with respect to evaluaon and limited term licenses, this EULA and the license(s) granted herein will remain eecve unl
terminated. Licensee may terminate this EULA and the licenses granted herein by ceasing all use of the Soware and the Documentaon, and returning all copies of
the Soware and the Documentaon to MPT. This EULA (including but not limited to the licenses granted to Licensee herein) will automacally terminate if Licensee
fails to comply with any term or condion of this EULA.
9.2. Evaluaon and Term Licenses. If the Soware and the Documentaon have been licensed to Licensee for evaluaon purposes, this EULA will be eecve
only unl the end of the designated evaluaon period. If the Soware and the Documentaon have been licensed to Licensee for a limited term as specied
in the applicable sales acknowledgment, invoice, or otherwise, then this EULA will be eecve only unl the end of such term. Soware that is subject to any
evaluaon or limited term license may contain code that can disable most or all of the features of such soware upon expiraon of such evaluaon or limited term
license, and unless Licensee has paid the applicable license fee for any addional licenses, Licensee shall have no rights to use such Soware or the corresponding
Documentaon upon expiraon of any such license.
9.3. Obligaons Upon Terminaon or Expiraon. Licensee agrees, upon any terminaon or expiraon of this EULA, to cease use of, and to destroy or return to MPT,
all copies of the Soware and the Documentaon. At MPT’s request, Licensee will cerfy in wring to MPT that Licensee has complied with these requirements.
Notwithstanding anything in this EULA to the contrary, Secons 1, 3, 4, 5.3, 5.6, 6, 7, 8, 9, 10.2, 10.3, 11, 12, and 13 of this EULA shall survive any expiraon or
terminaon of this EULA and connue in perpetuity.
10. LIMITED WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY.
10.1. refer to micropower.com for current warranty informaon
11. U.S. GOVERNMENT RESTRICTED RIGHTS.
11.1. Commercial Soware. The Soware and the Documentaon are deemed to be “commercial computer soware” and
“commercial computer soware documentaon,” respecvely, for purposes of Federal Acquision Regulaons (“FAR”) 12.212 and the Defense FAR Supplement
(“DFARS”) 227.7202-1, 227.7202-3, and 227.7202-4, and the restricons set forth in such regulaons, and this EULA shall be deemed to be the license described in
such regulaons. Any use, modicaon, reproducon, release, performance, display, or disclosure of the Soware or the Documentaon by any agency, department,
or enty of the United States Government (the “Government”) shall be governed solely by the terms of this EULA and is prohibited except to the extent expressly
permied by the terms of this EULA. The Soware and the Documentaon are also deemed to be “restricted computer soware” for purposes of FAR 52.227-14(g)
(3) (Alternate III (June 1987)) and FAR 52.227-19, which clauses are incorporated herein by reference subject to the express restricons and prohibions set forth
above.
11.2. Certain Technical Data. Any technical data provided by MPT in connecon with the Soware or the Documentaon that is not covered by the above provisions
is deemed to be “technical informaon related to commercial computer soware or commercial computer soware documentaon” for purposes of FAR 12.212 and
the restricons set forth therein, and is deemed to be “technical data or informaon 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 restricons set forth therein, and this EULA shall be deemed to be the license described in such regulaons. Any use, modicaon,
reproducon, 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 permied by the terms of this EULA. Such technical data is also deemed to be “limited rights data” as dened 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 restricons and prohibions 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 restricons and prohibions set forth above.
11.3. Third Party Acceptance of Restricons. Licensee shall not provide the Soware, the Documentaon, or the technical data described in Secon 11.2 above
to any party, including but not limited to the Government, unless such third party accepts the same restricons as are set forth in this Secon 11. Licensee is
responsible for ensuring that the proper noce is given to all such third pares and that the Soware, the Documentaon, and such technical data is properly
marked with the required legends. Nothing in this Secon 11.3 shall be deemed to modify the restricons on transfer or disclosure set forth elsewhere in this EULA.
12. GOVERNING LAW; ENFORCEMENT.
12.1. Governing Law. This EULA and the rights and obligaons of the pares hereunder shall be governed by the laws of the State of California, without reference to
conicts of laws principles; provided, however, that if the Soware and the Documentaon is licensed outside the United States, then certain local laws may apply.
The pares agree to the non exclusive jurisdicon of the state and federal courts in San Diego County, California in connecon with the ligaon of any dispute
pertaining to this EULA and waive any objecon to such jurisdicon based on venue or personal jurisdicon. 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 constute immediate, irreparable harm to MPT
for which monetary damages would be an inadequate remedy; that injuncve relief is an appropriate remedy for any such breach or threatened breach; and that, in
such event, MPT will be entled to immediate injuncve relief without the requirement of posng bond.
13. MISCELLANEOUS. Except as otherwise expressly agreed in a wrien, signed agreement between MPT and Licensee, this EULA sets forth the enre agreement
between MPT and Licensee with respect to the Soware, the Documentaon, and/or Licensee’s use of the Soware and the Documentaon, 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 Soware or the Documentaon. No provision of this EULA may be waived, modied, or superseded except by a wrien 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 draed or was principally
responsible for draing this EULA or any specic term or condion hereof. This EULA shall bind and inure to the benet of the pares and their successors and