Iridium AxcessPoint, User Manual

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Page 13 of 17 Iridium AxcessPoint Connect User Manual
7. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
LICENSOR OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING,
WITHOUT LIMITATION, LOST PROFITS OR LOST DATA, LOSS OF OTHER PROGRAMS, DAMAGES FOR LOSS OF
GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER
COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF OR IF SUCH DAMAGE
COULD HAVE BEEN REASONABLY FORESEEN, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY
(CONTRACT, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED, WITH THE EXCEPTION OF DEATH OR
PERSONAL INJURY CAUSED BY NEGLIGENCE OF LICENSOR TO THE EXTENT APPLICABLE LAW PROHIBITS THE
LIMITATION OF DAMAGES IN SUCH CASES.
8. Indemnification. Licensee shall defend, indemnify and hold harmless Licensor, its licensors and
suppliers, its affiliates, subsidiaries and their respective directors, managers, members, officers,
employees, agents and representatives, successors and assigns (collectively, the “Indemnified
Parties”), and each of them, from and against all third-­‐party claims, and any related losses (including
reasonable attorney’s fees) incurred by any of the Indemnified Parties related to or arising out of: (a)
any act or omission of Licensee or Licensee’s employees, contractors or agents; and/or (b) the breach
of any representation, warranty or covenant herein by Licensee.
9. Compliance with Applicable Laws. Licensee must comply with all applicable laws and regulations
relating to the use of the Product. If Licensee intends to export (or reexport), directly or indirectly,
the Product supplied hereunder, it is Licensee’s responsibility to assure compliance with U.S. and any
other applicable governmental export control laws and, if appropriate, to secure any required export
licenses or approvals in Licensee’s own name. Licensee is also responsible for the accuracy and
completeness of any information or certification Licensee provides for purposes of export control
compliance.
10. Force Majeure. Licensor shall not be responsible for failures to fulfill any obligations under this
EULA, or any other failure of the Product, due to causes beyond its control.
11. Assignment. Licensee may not assign or otherwise transfer by operation of law or otherwise this
EULA or any rights or obligations herein except in the case of a merger or the sale of all or
substantially all of Licensee's assets to another entity. This EULA shall be binding on and shall inure to
the benefit of the parties, their successors and permitted assigns.
12. Miscellaneous. This EULA constitutes the entire agreement between the parties concerning the subject-­‐
matter hereof. This EULA may be amended only by a written document signed by both parties. Except to the
extent applicable law, if any, requires otherwise, this EULA shall be governed by the laws of Virginia, excluding its
conflict of law provisions. Unless otherwise agreed in writing, all disputes relating to this EULA (excepting any
dispute relating to intellectual property rights) shall be subject to final and binding arbitration in Washington,
D.C., under the auspices of an arbitrator mutually agreed upon by the Licensee and the Licensor and failing which
a court appointed arbitrator, with the losing party paying all costs of arbitration. This EULA shall not be governed
by the United Nations Convention on Contracts for the International Sale of Goods. If any provision in this EULA
should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the
extent necessary to render it enforceable without losing its intent, or severed from this EULA if no such
modification is possible, and other provisions of this EULA shall remain in full force and effect. Licensee
acknowledges that this EULA is drawn up in the English language, and English shall be the official language of this
EULA. A waiver by either party of any term or condition of this EULA or any breach thereof, in any one instance,
shall not waive such term or condition or any subsequent breach thereof. The provisions of this EULA which
require or contemplate performance after the expiration or termination of this EULA shall be enforceable
notwithstanding said expiration or termination. The relationship between Licensor and Licensee is that of
independent contractors and neither Licensee nor its agents shall have any authority to bind Licensor in any way.