User guide

45 Mbps Backhaul User Guide
Issue 3, December 2004 Page 13 of 113
information and the like), whether foreseeable or unforeseeable, arising out of the use or inability to use the
Software or accompanying written materials, regardless of the basis of the claim and even if Motorola or a
Motorola representative has been advised of the possibility of such damage. Motorola's liability to you for
direct damages for any cause whatsoever, regardless of the basis of the form of the action, will be limited to the
price paid for the Software that caused the damages. THIS LIMITATION WILL NOT APPLY IN CASE OF
PERSONAL INJURY ONLY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES
SUCH LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATION MAY NOT APPLY TO YOU.
Maintenance and Support. Motorola shall not be responsible for maintenance or support of the software. By
accepting the license granted under this agreement, you agree that Motorola will be under no obligation to
provide any support, maintenance or service in connection with the Software or any application developed by
you. Any maintenance and support of the Related Product will be provided under the terms of the agreement
for the Related Product.
Transfer. In the case of software designed to operate on Motorola 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 Motorola equipment on which it operates; or 2) if you are a Motorola licensed distributor, when you
are transferring the Software either together with such Motorola 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 Motorola 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 U.S. Government.
Right to Audit. Motorola 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.
U.S. Government Users. If you are a U.S. 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 Motorola 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 Motorola 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