Terms and Conditions

 Remove any proprietary notices, labels or marks on the Licensed Software;
 Disable any security or controlling measures which may protect portions of the Licensed Software;
 Transfer the Licensed Software to another user without the prior written consent of SUPPLIER;
 Export or re-export, directly or indirectly, the Licensed Software to any country; or
 Copy the accompanying documentation without the prior written consent of SUPPLIER.
For Licensed Software comprising a corrective update to previously acquired Licensed Software, USER
may use the update only to update or replace the previously acquired Licensed Software for use on
only the authorized specific Device that contains the previously acquired Licensed Software and only at
one time and only in compliance with the terms of this EULA.
USER represents and accepts that it will not take any action which will or might in any manner, infringe
or impair the integrity of the Licensed Software or any part thereof, SUPPLIER’s intellectual property
rights, and any other rights, title to, or interest therein.
Under no circumstances should anything in this EULA be construed as granting to USER, either by
implication, exhaustion, estoppel or otherwise any license, right, authorization, immunity or waiver with
respect to any intellectual property rights of SUPPLIER or its suppliers except with respect to the
limited rights to SUPPLIER’s copyrights embodied in the Licensed Software as expressly set forth in
this EULA. All rights in the Licensed Software not expressly granted hereby to User are reserved to
SUPPLIER and/or its suppliers.
Term
The EULA granted herein is effective upon acceptance by USER as defined above, and shall remain in
effect for the Term. The license grant may be terminated by USER at any time upon written notice to
SUPPLIER.
The EULA may be terminated immediately by SUPPLIER without notice if USER fails to comply with
any term or condition of this EULA. The EULA shall also terminate upon deactivation (in any way) of
the Device.
Upon termination by either party, USER shall return to SUPPLIER, or destroy, the Licensed Software
including accompanying documentation and materials, together with all copies in any form thereof.
Proprietary Rights
This EULA is not a sale, assignment or other transfer of ownership. Title, ownership, and copyrights to
the Licensed Software remain with SUPPLIER and/or its suppliers/licensors.
Except for the express license granted under the Section entitled License, SUPPLIER does not grant
any licenses, rights or immunities whether by implication, estoppel or otherwise.
Confidentiality
USER agrees and acknowledges that the Licensed Software contains confidential information. USER
agrees to keep confidential and not disclose or otherwise make available, any confidential information
that is provided or made available to USER under this EULA. USER shall exercise the same level of
diligence in preserving the secrecy of the confidential information as the diligence used in preserving
the secrecy of its own confidential information, but in no event less than reasonable diligence, to avoid
unauthorized disclosure or use of Confidential Information. Notwithstanding anything in this EULA to
the contrary, the obligations of confidentiality shall continue in perpetuity.
USER shall not disclose, publish, transmit or make available the confidential information, in whole or in
part, to any person.
Notwithstanding the foregoing, the obligations of confidentiality shall not apply when USER can
establish clearly that the disclosed information: (i) is in or comes into the public domain through no
breach by USER of its obligations under this EULA; (ii) USER rightfully receives from a third party who
owes no obligations of confidentiality to SUPPLIER in respect thereto; (iii) was already known to USER
at the time of disclosure; or (iv) was independently developed by or for USER without any use or
benefit of the confidential information.