Exalt Installation and Management Guide
EX-i Series FDD Digital Microwave Radios
116
202675-005
2011-08-30
title to the Hardware, subject to Exalt's and its licensors' ownership in the underlying
intellectual property, upon payment in full to Exalt or the Exalt reseller for the Product(s).
d.
All licenses to the Software hereunder shall terminate if You fail to comply with any of the
provisions of this Agreement and do not remedy such breach within thirty (30) days after
receiving written notice from Exalt. You agree upon termination to immediately cease using
the Software and to destroy all copies of the Software which may have been provided or
created hereunder.
7
GOVERNMENT RESTRICTIONS
a.
You agree that you will not export or re-export the Products without Exalt's prior written
consent, and then only in compliance with all requirements of applicable law, including but
not limited to U.S. export control regulations. You have the responsibility to obtain any
required licenses to export, re-export or import the Products. You shall defend, indemnify and
hold Exalt and its suppliers/licensors harmless from any claims arising out of Your violation
of any export control laws relating to any exporting of the Products. By accepting this
Agreement and receiving the Products, You confirm that You are not listed on any
governmental export exclusion lists and will not export or re-export the Products to any
country embargoed by the U.S. Applicable export restrictions and exclusions are available at
the official web site of the U.S. Department of Commerce Bureau of Industry and Security
(www.bis.doc.gov).
b.
For purchase by U.S. governmental entities, technical data and software rights in the Products
include only those rights customarily provided to the public as defined in Exalt's standard
Agreement. This customary commercial license in technical data and software is provided in
accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for
Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial
Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer
Software Documentation). If a government agency has a need for rights not conveyed under
these terms, it must negotiate a mutually acceptable written agreement specifying and
specifically conveying such rights. Any use, modification, reproduction, release, performing,
displaying or disclosing of the Exalt Software by the U.S. Government shall be governed
solely by the terms of this Agreement.
8
MISCELLANEOUS
You shall not sell, transfer or assign this Agreement without the prior written consent of Exalt.
Any act in derogation of the foregoing shall be null and void, and You will remain obligated under
this Agreement. This Agreement shall benefit and be binding upon the parties to this Agreement
and their respective permitted successors and assigns. The waiver or failure of either party to
exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of
any further right under this Agreement. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will
remain in full force and effect. This Agreement and any disputes arising out of, or related to, this
Agreement, its termination or the relationship of the parties will be governed by and construed in
accordance with the laws of the State of California, excluding its conflict of laws principles and
excluding the United Nations Convention on Contracts for the International Sale of Goods.
Except for actions brought by Exalt to enforce the terms of Section 6, all disputes arising in
connection with this Agreement or the Products shall be submitted to and finally settled by
arbitration in accordance with the commercial arbitration rules of the American Arbitration
Association by a single arbitrator appointed in accordance with the rules. Both parties consent that
the arbitration shall take place in Santa Clara County, California and agree that process may be
served in the manner provided as allowed by California or federal law. In any action or proceeding
Summary of Contents for EX i GigE Series
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