page 25
SportVue
7. Export Restrictions; U.S. Government Rights.
You acknowledge that the Software includes encryption software that may be controlled for import, export or purposes
under the laws and regulations of the country(ies) and/or territory(ies) in which the Software is used (“Applicable
Law”). In particular, You acknowledge the Software is of U.S. origin, is subject to Canadian laws and regulations, and
may be subject to restrictions on export or re-export to countries subject to United States embargoes (currently Burma,
Cuba, Iran, Iraq, Libya, former Yugoslavian nations, North Korea, Sudan, Libya, Angola, Sierra Leone, Liberia,
Zimbabwe and Syria) or to persons or entities prohibited from receiving U.S. exports (including, but not limited to,
those involved with missile technology or nuclear, chemical or biological weapons). You hereby represent that (1) to
the best of Your knowledge You are eligible to receive the Product(s) and Software under Applicable Law; and (2) You
will ensure that other persons use the Product(s) and/or the Software under Applicable Law; and (3) You will ensure
that other persons use the Product(s) and Software in accordance with the foregoing restrictions. The Software is
provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions
as set forth in DFARS 227.7202 or in FAR 52.227-19, or their successors as applicable. Contractor is Motion Research
Corporation, 1818 Westlake Avenue North, Suite 232, Seattle, Washington, 98109, U.S.A. You hereby agree to
indemnify MRC from any claims, actions, liability or expenses (including reasonable lawyers’ fees) resulting from Your
failure to act in accordance with the certifications and commitments in this Section.
8. Confidentiality
You acknowledge and agree that the Software was developed at considerable time and expense by MRC and is
confidential to and contains the trade secrets of MRC. You agree to maintain the Software in strict confidence and not
to disclose or provide access thereto to any person or entity. You do not have the right to obtain or use any source code
of the Software, and may not translate, reverse engineer, decompile or disassemble the Software, or otherwise attempt to
derive the source code of the Software and agree not to authorize, allow or enable any other person or entity to do so.
9. Term
This Agreement shall be effective upon Your agreement to be bound by the terms of this Agreement, (as manifested by
the conduct described in the preamble above) and shall end upon expiry or upon termination of this Agreement in
accordance with the provisions set out herein. MRC reserves the right, in its sole discretion, without any liability
arising from or related to such termination, to terminate this Agreement. Upon termination of this Agreement, You will
cease all use of the Software and destroy and/or permanently delete all copies of the Software in Your possession.
10. Remedies and Termination for Default.
If You breach any provision of this Agreement MRC may, in addition to all other rights and remedies provided by this
Agreement or by law, terminate this Agreement by providing notice of termination. You will be deemed to be in breach
of this Agreement and MRC will have the right to terminate this Agreement if (1) You fail to comply with or perform a
term or condition herein, (2) You or any user of the SportVue System (or any component thereof) interfere with MRC’s
customer service or business operations, (3) You materially contravene any agreement that You may have with MRC,
including without limitation, the terms of any click-wrap or shrink-wrap agreement that You have agreed to on MRC’s
website or otherwise, (4) You violate any code of conduct or other guidelines by which You may be governed in
conjunction with Your use of the SportVue System or any component thereof. In addition, MRC may terminate this
Agreement and/or immediately cease to provide the Service(s) without any liability whatsoever to You if MRC is
prevented from providing any portion or all of any Service by any law, regulation, requirement or ruling issued in any
form whatsoever by judicial or other governmental body, or if a notice from a government agency or department
indicates MRC is not permitted to provide any portion of its Service(s). Nothing herein shall be construed to require
MRC to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order.
MRC shall not have any liability to You arising from or related to the termination of this Agreement in accordance with
this Section.
