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Appendix
936.4720b
15
Appendix
15.1 Disclaimer
USER SOFTWARE LICENSE AGREEMENT
Kathrein Werke KG; Anton Kathrein Strasse 1 – 3; 83022 Rosenheim (hereinafter referenced as ‘Kathrein’) agrees to grant to Customer, and Customer
accepts, a license to the identified Licensed Software to the terms and conditions of this agreement.
Kathrein develops and manufactures Remote Electric Tilt antennas and systems including Mast Head Amplifiers for Mobile Communication Networks.
For control and management of RET antennas and systems, Kathrein has developed the software Antenna Line Configurator (ALC)
1.
LICENSE GRANT
1.1 ‘Licensed Software’ means all Kathrein computer programs associated with the Antenna Line Configurator (ALC), including any modifications,
updates or additions as Kathrein, in its sole discretion, may supply to Customer, in object code or executable form in any medium, such as
magnetic tape, disks, or optical media; and related materials such as flow charts, logic diagrams, manuals, and other documentation which are
provided to Customer by Kathrein.
1.2 Subject to the payment of fees elsewhere specified and subject to the terms and conditions of this agreement, Kathrein grants to Customer, for
the term of this agreement, a non-exclusive, non-transferable license to use Licensed Software. Should the Licensed Software include a unique
implementation of a security algorithm, Customer shall have the exclusive right to use such unique Customer security algorithm implementation.
1.3 Customer may make one (1) copy of Licensed Software for archival purposes only and shall reproduce and attach all copyright and proprietary
notices. Customer shall not otherwise copy or allow to be copied Licensed Software except to install Licensed Software. Customer agrees that
Kathrein shall have the right to have an independent accounting firm conduct an audit at Customer‘s premises during normal business hours to
verify the number of copies of Licensed Software in use by Customer. Should customer’s use of Licensed Software exceed that permitted by this
Agreement, then customer shall pay the cost of the audit.
1.4 Customer shall not make any modifications to Licensed Software or remove any proprietary notices of Kathrein or third parties found in or on the
Licensed Software. Customer shall not translate, reverse engineer, decompile, disassemble or reverse assemble Licensed Software or try, directly
or indirectly, to obtain or create source code of the Licensed Software except to the extent that such prohibition may be unenforceable under
applicable law.
1.5 Licensed Software is and shall remain the exclusive property of Kathrein. No license other than that specifically stated herein is granted to
Customer, and Customer shall have no right to sublicense Licensed Software. Customer shall have no right to use any patent, trademark, copy-
right, trade secret or other intellectual property of Kathrein other than that granted by this agreement
2.
PROTECTION AND SECURITY
2.1 Customer agrees not to disclose, release, or make available in any form any portion of Licensed Software to any person other than Customer‘s
own employees or contractors. Customer represents that its employees and contractors having access to Licensed Software are or shall be party
to written agreements acknowledging a duty to protect Customer‘s confidential materials, including the Licensed Software.
2.2 Customer shall keep Licensed Software (including archival copies, if any), in a secure environment and shall take all steps reasonably necessary
to protect Licensed Software or any part thereof from unauthorized disclosure or release. Customer may not export or re-export the Licensed
Software in any form except in compliance with all applicable laws and regulations.
2.3 Customer expressly agrees that a breach of this Agreement will cause irreparable harm to Kathrein and that Kathrein shall have the right to obtain
injunctive relief against any unauthorized use, disclosure, copying or transfer of any part of Licensed Software. Licensed Software may contain
software from third parties who are intended to be third party beneficiaries of this Agreement.
3.
WARRANTY AND LIABILITY
3.1 Although the parties understand that software cannot be developed completely error free, Kathrein warrants that Licensed Software, as provided,
shall substantially conform to the specifications provided by Kathrein for a period of one (1) year after the date of delivery of Licensed Software.
During the foregoing one (1) year warranty period, Kathrein shall use commercially reasonable efforts to correct reproducible errors detected in the
licensed Software after receiving notification of such errors from customer. If such efforts fail, customer shall have the right to terminate the Agree-
ment or to request a reasonable reduction of the license fee. Warranty claims are excluded:
a) after expiry of the one (1) year warranty period
b) in case of an insignificant deviation of Licensed Software from its specification; or
c) for errors or restrictions of use originating from improper installation; operation, usage, handling, maintenance or disregard of the operation
manual or any other documentation.
3.2 EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 3.1, KATHREIN MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH
RESPECT TO LICENSED SOFTWARE AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT INCLUDING BUT
NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. KATHREIN DOES NOT WARRANT
THAT THE FUNCTIONS CONTAINED IN LICENSED SOFTWARE WILL MEET THE CUSTOMER‘S REQUIREMENTS, OR THAT THE OPERATION
OF LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. ARTICLE
3.1 SETS FORTH THE ENTIRE REMEDIES OF CUSTOMER WITH RESPECT TO NON-CONFORMITY OF LICENSED SOFTWARE:
3.3 Customer acknowledges its responsibility to use all reasonable methods to prove out and thoroughly test the operation of and output from
Licensed Software prior to its use in Customer‘s operations.
3.4 Unless otherwise provided in writing under Kathrein‘s Software Maintenance and Update Agreement, and subject only to the warranty of this
Section 3, Kathrein is under no obligation to provide Customer with any modifications, updates, additions or revisions to Licensed Software, nor
to maintain or provide technical support for the Licensed Software in any manner.
3.5 In the event that any unauthorized modifications are made to Licensed Software by Customer, any and all warranty and other obligations of Kath-
rein shall immediately cease with respect to such software.
4. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION
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