Universal Audio Apollo Twin - Manual (Page 43)

Apollo Twin Hardware Manual Chapter 5: Notices 43
immediate availability of these services even when Customer is offline.
(vi) Deactivation. Customer may deactivate and uninstall the applicable Licensed Materials
from one of Customer’s computers in order to install and activate the Licensed Materials on another computer. Such
deactivation may cause computer to connect to a UA Domain.
(b) Privacy Policy. Whenever a Customer computer connects to a UA Domain (whether as a result of an
explicit Customer request or an automatic connection), UA’s privacy policy located at http://www.uaudio.com/privacy.
html (the “UA Privacy Policy”) shall apply.
9.
Compliance with Licenses. If Customer is an entity (as opposed to an individual), Customer agrees that UA
or its authorized representative have the right, no more than once every twelve (12) months, upon seven (7) busi-
ness days’ prior notice to Customer, to inspect Customer’s records, systems, and facilities to verify that its use of the
Licensed Materials is in conformity with its valid licenses from UA. Additionally, Customer shall provide UA with all
records and information requested by UA in order to verify that its use of the Licensed Materials is in conformity with
its valid licenses from UA within thirty (30) days of UA’s request. UA’s audit rights as set forth in this Section 9 are in
addition to any license validation checking that may be performed by the Licensed Materials.
10.
Export Rules. Customer acknowledges that the Licensed Materials are subject to the U.S. Export Admin-
istration Regulations and other export laws, restrictions, and regulations (collectively, the “Export Laws”) and that
Customer will comply with the Export Laws. Customer will not ship, transfer, export, or re-export the Licensed Materi-
als, directly or indirectly, to: (a) any countries that are subject to US export restrictions (currently including, but not
necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria) (each, an “Embargoed Country”); (b) any end user
whom Customer knows or has reason to know will utilize them in the design, development, or production of nuclear,
chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air
vehicle systems (each, a “Prohibited Use”); (c) or any end user who has been prohibited from participating in the U.S.
export transactions by any federal agency of the U.S. government (each, a “Sanctioned Party”). In addition, Customer
is responsible for complying with any local laws in Customer’s jurisdiction which may impact Customer’s right to
import, export or use the Licensed Materials. Customer represents and warrants that Customer: (x) is not a citizen of,
or located within, an Embargoed Country; (y) will not use the Licensed Materials for a Prohibited Use; and (z) is not
a Sanctioned Party. All rights to use the Licensed Materials are granted on condition that such rights are forfeited if
Customer fails to comply with the terms of this Agreement.
11.
Notice to U.S. Government End Users.
(a) U.S. Government Licensing of Software. Customer agrees that when licensing the Licensed Materials
for acquisition by the U.S. Government, or any contractor therefore, Customer will license consistent with the policies
set forth in 48 C.F.R. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections 227.7202-1 and 227.7202-4 (for
the Department of Defense). For U.S. Government End Users, UA agrees to comply with all applicable equal opportu-
nity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam
Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of
1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative
action clause and regulations contained in the preceding sentence will be incorporated by reference into this Agree-
ment.
(b) Commercial Items. For U.S. Government End Users, the Licensed Materials are a “Commercial
Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and
“Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R.
Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1
through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Docu-
mentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights
as are granted to all other end userspursuant to the terms and conditions herein. Unpublished-rights reserved under
the copyright laws of the United States.
12.
Governing Law. Except as set forth in Section 13 below, this Agreement shall be governed by and construed
in accordance with the laws of the State of California, as applied to agreements entered into and to be performed
entirely within California by California residents. This Agreement shall not be governed by the following, the applica-
tion of which is hereby expressly excluded: (x) the United Nations Convention on Contracts for the International Sale of
Goods, and(y) the Uniform Computer Information Transactions Act, as enacted in any jurisdiction.
13.
Specific Provisions and Exceptions.This Section sets forth specific provisions related to certain products and
components of the Licensed Materials as well as limited exceptions to the above terms and conditions. To the extent
that any provision in this Section is in conflict with any other term or condition in this Agreement, the terms stated in
this Section will supersede such other term or condition.
(a) No Prejudice. This Agreement will not prejudice the statutory rights of any party, including those
dealing as consumers. For example, for consumers in New Zealand who obtain the Licensed Materials for personal,
domestic, or household use (not business purposes), this Agreement is subject to the Consumer Guarantees Act.