exclusion may not apply to Licensee and Licensee may also have other legal rights which may vary from jurisdiction to jurisdiction.
17.
BASIS OF BARGAIN. Licensee agrees and acknowledges that Hemisphere has set its prices and the parties have entered into this Agreement in reliance on the limited
warranties, warranty disclaimers and limitations of liability set forth herein, that the same reflect an agreed‐to allocation of risk between the parties (including the risk that a
remedy may fail of its essential purpose and cause consequential loss), and that the same forms an essential basis of the bargain between the parties. Licensee agrees and
acknowledges that Hemisphere would not have been able to sell the Product at the amount charged on an economic basis without such limitations.
18.
PROPRIETARY RIGHTS INDEMNITY. Hemisphere shall indemnify, defend and hold harmless Licensee from and against any and all actions, claims, demands, proceedings, liabilities,
direct damages, judgments, settlements, fines, penalties, costs and expenses, including royalties and attorneys' fees and related costs, in connection with or arising out of any actual
infringement of any third party patent, copyright or other intellectual property right by the Software or by its use, in accordance with this Agreement and documentation, PROVIDED
THAT: (a) Hemisphere has the right to assume full control over any action, claim, demand or proceeding, (b) Licensee shall promptly notify Hemisphere of any such action, claim,
demand, or proceeding, and (c) Licensee shall give Hemisphere such reasonable assistance and tangible material as is reasonably available to Licensee for the defense of the
action, claim, demand or proceeding. Licensee shall not settle or compromise any of same for which Hemisphere has agreed to assume responsibility without Hemisphere's prior
written consent. Licensee may, at its sole cost and expense, retain separate counsel from the counsel utilized or retained by Hemisphere.
19.
INFRINGEMENT. If use of the Software may be enjoined due to a claim of infringement by a third party then, at its sole discretion and expense, Hemisphere may do one of the
following: (a) negotiate a license or other agreement so that the Product is no longer subject to such a potential claim, (b) modify the Product so that it becomes non‐ infringing,
provided such modification can be accomplished without materially affecting the performance and functionality of the Product, (c) replace the Software, or the Product, with
non‐infringing software, or product, of equal or better performance and quality, or (d) if none of the foregoing can be done on a commercially reasonable basis, terminate this
license and Licensee shall stop using the Product and Hemisphere shall refund the price paid by Licensee less an amount on account of amortization, calculated on a straight‐line
basis over a deemed useful life of three (3) years.
The foregoing sets out the entire liability of Hemisphere and the sole obligations of Hemisphere to Licensee in respect of any claim that the Software or its use infringes any third
party rights.
20.
INDEMNIFICATION. Except in relation to an infringement action, Licensee shall indemnify and hold Hemisphere harmless from any and all claims, damages, losses, liabilities,
costs and expenses (including reasonable fees of lawyers and other professionals) arising out of or in connection with Licensee's use of the Product, whether direct or indirect,
including without limiting the foregoing, loss of data, loss of profit or business interruption. TERMINATION. Licensee may terminate this Agreement at any time without cause.
Hemisphere may terminate this Agreement on 30 days notice to Licensee if Licensee fails to materially comply with each provision of this Agreement unless such default is cured
within the 30 days. Any such termination by a party shall be in addition to and without prejudice to such rights and remedies as may be available, including injunction and other
equitable remedies. Upon receipt by Licensee of written notice of termination from Hemisphere or termination by Licensee, Licensee shall at the end of any notice period (a) cease
using the Software; and (b) return to Hemisphere (or destroy and provide a certificate of a Senior Officer attesting to such destruction) the Software and all related material and
any magnetic or optical media provided to Licensee. The provisions of Sections 6), 7), 8), 9), 10), 15), 21), 26) and 27) herein shall survive the expiration or termination of this
Agreement for any reason.
21.
EXPORT RESTRICTIONS
. Licensee agrees that Licensee will comply with all export control legislation of Canada, the United States, Australia and any other applicable country's laws
and regulations, whether under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations, the regulations of the United
States Departments of Commerce, State, and Treasury, or otherwise as well as the export control legislation of all other countries.
22.
PRODUCT COMPONENTS.
The Product may contain third party components. Those third party components may be subject to additional terms and conditions. Licensee is required to
agree to those terms and conditions in order to use the Product.
23.
FORCE MAJEURE EVENT.
Neither party will have the right to claim damages as a result of the other's inability to perform or any delay in performance due to unforeseeable
circumstances beyond its reasonable control, such as labor disputes, strikes, lockouts, war, riot, insurrection, epidemic, Internet virus attack, Internet failure, supplier failure, act
of God, or governmental action not the fault of the non‐performing party.
24.
FORUM FOR DISPUTES
. The parties agree that the courts located in Calgary, Alberta, Canada and the courts of appeal there from will have exclusive jurisdiction to resolve any
disputes between Licensee and Hemisphere concerning this Agreement or Licensee's use or inability to use the Software and the parties hereby irrevocably agree to attorn to the
jurisdiction of those courts. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive relief.
25.
APPLICABLE LAW
. This Agreement shall be governed by the laws of the Province of Alberta, Canada, exclusive of any of its choice of law and conflicts of law jurisprudence.
26.
CISG.
The United Nations Convention on Contracts for the International Sale of Goods will not apply tothis Agreement or any transaction hereunder.
27.
GENERAL.
This is the entire agreement between Licensee and Hemisphere relating to the Product and Licensee's use of the same, and supersedes all prior, collateral or
contemporaneous oral or written representations, warranties or agreements regarding the same. No amendment to or modification of this Agreement will be binding unless in
writing and signed by duly authorized representatives of the parties. Any and all terms and conditions set out in any correspondence between the parties or set out in a purchase
order which are different from or in addition to the terms and conditions set forth herein, shall have no application and no written notice of same shall be required. In the event
that one or more of the provisions of this Agreement is found to be illegal or unenforceable, this Agreement shall not be rendered inoperative but the remaining provisions shall
continue in full force and effect.
Summary of Contents for S321 Non-UHF
Page 1: ...875 0357 D User Guide S321 Smart Antenna Revision A8 February 16 2018 ...
Page 74: ...S321 User Guide Appendix A Frequently Asked Questions Page A1 Appendix A Radio Mode ...
Page 76: ...S321 User Guide Appendix B Troubleshooting Page B1 Appendix B Troubleshooting ...
Page 78: ...S321 User Guide Appendix B Troubleshooting Page B3 Appendix C Technical Specifications ...
Page 86: ... 0 ...
