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AP-0622 Access Point
shall return all copies of the Software to Licensor, or destroy and remove from all computers, hard drives, networks, and other storage
media all copies of the Software, and shall so certify to Licensor that such actions have occurred. Sections 2-13 shall survive
termination of this Agreement.
6
DISCLAIMER OF WARRANTIES. To the maximum extent permitted by applicable law, Licensor and its suppliers provide the Software
and any (if any) Support Services AS IS AND WITH ALL FAULTS, and hereby disclaim all warranties and conditions, either express,
implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a
particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of
workmanlike effort, all with regard to the Software, and the provision of or failure to provide Support Services. ALSO, THERE IS NO
WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR
NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR
PERFORMANCE OF THE SOFTWARE AND SUPPORT SERVICES, IF ANY, REMAINS WITH LICENSEE.
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EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY GENERAL, SPECIAL, INCIDENTAL, DIRECT,
INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR
CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR
FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER
PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE
SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH
ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
BREACH OF CONTRACT OR BREACH OF WARRANTY OF LICENSOR OR ANY SUPPLIER, AND EVEN IF LICENSOR OR ANY SUPPLIER
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8
LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that Licensee might incur for any reason whatsoever
(including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Licensor and any
of its suppliers under any provision of this Agreement and Licensee's exclusive remedy for all of the foregoing shall be limited to the
greater of the amount actually paid by Licensee for the Software or U.S.$5.00. The foregoing limitations, exclusions and disclaimers
shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
9
INDEMNITY. Licensee agrees that Licensor shall have no liability whatsoever for any use Licensee makes of the Software. Licensee
shall indemnify and hold harmless Licensor from any claims, damages, liabilities, costs and fees (including reasonable attorney fees)
arising from Licensee's use of the Software as well as from Licensee's failure to comply with any term of this Agreement.
10
FAULT TOLERANCE. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale in on-line
control equipment in hazardous environments requiring fail-safe performance, such as, but not limited to, the operation of nuclear
facilities, aircraft navigation or communication systems, air traffic control, life support machines, or weapons systems, in which the
failure of the Software could lead directly or indirectly to death, personal injury, or physical or environmental damage ("High Risk
Activities"). Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
11
U.S. GOVERNMENT LICENSE RIGHTS. Software provided to the U.S. Government pursuant to solicitations issued on or after
December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. Software provided to
the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in
FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. The "Manufacturer" for purposes of
these regulations is Motorola, Inc., One Symbol Plaza, Holtsville, NY 11742.
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EXPORT RESTRICTIONS. Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce,
the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or
authority, and Licensee shall not export, or allow the export or re-export of the Software in violation of any such restrictions, laws or
regulations. By downloading or using the Software, Licensee agrees to the foregoing and represents and warrants that Licensee is not
located in, under the control of, or a national or resident of any restricted country.
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MISCELLANEOUS. Licensee may not sublicense, assign, or transfer this Agreement, or its rights or obligations hereunder, without the
prior written consent of Licensor. Any attempt to otherwise sublicense, assign, or transfer any of the rights, duties, or obligations
hereunder is null and void. Licensor may assign this Agreement in its sole discretion. In the event that any of the provisions of this
