Motorola Canopy Backhaul Module User Manual

Page 4

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Backhaul User Manual Issue 3

Page 4 of 53

LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT. MOTOROLA DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR
WRITTEN REPRESENTATIONS MADE BY MOTOROLA OR AN AGENT THEREOF SHALL CREATE A WARRANTY OR IN
ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. MOTOROLA DOES NOT WARRANT ANY SOFTWARE THAT
HAS BEEN OPERATED IN EXCESS OF SPECIFICATIONS, DAMAGED, MISUSED, NEGLECTED, OR IMPROPERLY
INSTALLED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED
WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Remedies and Damages. Regardless of whether any remedy set forth herein fails of its essential purpose, IN NO EVENT
SHALL MOTOROLA OR ANY OF THE LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES OF THE
FOREGOING BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR SIMILAR
DAMAGES WHATSOEVER (including, without limitation, damages for loss of business profits, business interruption, loss of business
information and the like), whether foreseeable or unforeseeable, arising out of the use or inability to use the Software or accompanying
written materials, regardless of the basis of the claim and even if Motorola or a Motorola representative has been advised of the
possibility of such damage. Motorola's liability to you for direct damages for any cause whatsoever, regardless of the basis of the form
of the action, will be limited to the price paid for the Software that caused the damages. THIS LIMITATION WILL NOT APPLY IN
CASE OF PERSONAL INJURY ONLY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH
LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Maintenance and Support. Motorola shall not be responsible for maintenance or support of the software. By accepting the license
granted under this agreement, you agree that Motorola will be under no obligation to provide any support, maintenance or service in
connection with the Software or any application developed by you. Any maintenance and support of the Related Product will be
provided under the terms of the agreement for the Related Product.

Transfer. In the case of software designed to operate on Motorola equipment, you may not transfer the Software to another party except:
(1) if you are an end-user, when you are transferring the Software together with the Motorola equipment on which it operates; or 2) if
you are a Motorola licensed distributor, when you are transferring the Software either together with such Motorola equipment or are
transferring the Software as a licensed duly paid for upgrade, update, patch, new release, enhancement or replacement of a prior version
of the Software. If you are a Motorola licensed distributor, when you are transferring the Software as permitted herein, you agree to
transfer the Software with a license agreement having terms and conditions no less restrictive than those contained herein. You may
transfer all other Software, not otherwise having an agreed restriction on transfer, to another party. However, all such transfers of
Software are strictly subject to the conditions precedent that the other party agrees to accept the terms and conditions of this License, and
you destroy any copy of the Software you do not transfer to that party. You may not sublicense or otherwise transfer, rent or lease the
Software without our written consent. You may not transfer the Software in violation of any laws, regulations, export controls or
economic sanctions imposed by the U.S. Government.

Right to Audit. Motorola shall have the right to audit annually, upon reasonable advance notice and during normal business hours, your
records and accounts to determine compliance with the terms of this Agreement.

Export Controls. You specifically acknowledge that the software may be subject to United States and other country export control laws.
You shall comply strictly with all requirements of all applicable export control laws and regulations with respect to all such software and
materials.

U.S. Government Users. If you are a U.S. Government user, then the Software is provided with "RESTRICTED RIGHTS" as set forth
in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52 227-19 or subparagraph
(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, as applicable.

Disputes. You and Motorola hereby agree that any dispute, controversy or claim, except for any dispute, controversy or claim involving
intellectual property, prior to initiation of any formal legal process, will be submitted for non-binding mediation, prior to initiation of
any formal legal process. Cost of mediation will be shared equally. Nothing in this Section will prevent either party from resorting to
judicial proceedings, if (i) good faith efforts to resolve the dispute under these procedures have been unsuccessful, (ii) the dispute, claim
or controversy involves intellectual property, or (iii) interim relief from a court is necessary to prevent serious and irreparable injury to
that party or to others.

General. Illinois law governs this license. The terms of this license are supplemental to any written agreement executed by both parties
regarding this subject and the Software Motorola is to license you under it, and supersedes all previous oral or written communications
between us regarding the subject except for such executed agreement. It may not be modified or waived except in writing and signed by
an officer or other authorized representative of each party. If any provision is held invalid, all other provisions shall remain valid, unless
such invalidity would frustrate the purpose of our agreement. The failure of either party to enforce any rights granted hereunder or to
take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent
enforcement of rights or subsequent action in the event of future breaches.

Hardware Warranty in U.S.

Motorola U.S. offers a warranty covering a period of 90 days from the date of purchase by the customer. If a product is found defective
during the warranty period, Motorola will repair or replace the product with the same or a similar model, which may be a reconditioned
unit, without charge for parts or labor.

IN NO EVENT SHALL MOTOROLA BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT,

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