Nortel Networks BCM50 - Manual (Page 4)

NN40020-302
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Except for Java Product (as defined herein below), CUSTOMER may
assign collectively its rights under this License to any subsequent owner
of the associated hardware, but not otherwise, subject to the payment of
the then current license fee for new users, if any. No such assignment shall
be valid until CUSOMTER (1) has delegated all of its obligations under
this License to the assignee; and (2) has obtained from the assignee an
unconditional written assumption of all such obligations; and (3) has
provided NORTEL NETWORKS a copy of such assignment, delegation
and assumption; and (4) has transferred physical possession of all licensed
software and all associated documentation to the assignee and destroyed
all archival copies. Except as provided, neither this License nor any rights
acquired by CUSTOMER through this License are assignable. Any
attempted assignment of rights and/or transfer of licensed software not
specifically allowed shall be void and conclusively presumed a material
breach of this License.
If NORTEL NETWORKS (i) claims a material breach of this License, and
(ii) provides written notice of such claimed material breach to
CUSTOMER and (iii) observes that such claimed material breach remains
uncorrected and/or unmitigated more than thirty (30) days following
CUSTOMER’s receipt of written notice specifying in reasonable detail
the nature of the claimed material breach, then CUSTOMER
acknowledges that this License may be immediately terminated by
NORTEL NETWORKS and CUSTOMER further acknowledges that any
such termination shall be without prejudice to any other rights and
remedies that NORTEL NETWORKS may have at law or in equity.
EXPRESS LIMITED WARRANTIES FOR ANY ITEM OF LICENSED
SOFTWARE, IF ANY, WILL BE SOLELY THOSE GRANTED
DIRECTLY TO CUSTOMER BY DISTRIBUTOR. OTHER THAN AS
SET FORTH THEREIN, THIS LICENSE DOES NOT CONFER ANY
WARRANTY TO CUSTOMER FROM OR BY NORTEL NETWORKS.
THE LICENSED SOFTWARE IS PROVIDED BY NORTEL
NETWORKS "AS IS" AND WITHOUT WARRANTY OF ANY KIND
OR NATURE, WRITTEN OR ORAL, EXPRESS OR IMPLIED,
INCLUDING (WITHOUT LIMITATION) THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A
PARTICULAR PURPOSE.
THIS LIMITATION OF WARRNATIES WAS A MATERIAL
FACTOR IN THE ESTABLISHMENT OF THE LICENSE FEE
CHARGED FOR EACH SPECIFIC ITEM OF SOFTWARE
LICENSED.
IN NO EVENT WILL NORTEL NETWORKS AND/OR NORTEL
NETWORKS’ SUPPLIERS AND THEIR DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS BE LIABLE TO OR THROUGH
CUSTOMER FOR INCIDENTAL, INDIRECT, SPECIAL,
CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF
ANY KIND, INCLUDING LOST PROFITS, LOSS OF BUSINESS OR
BUSINESS INFORMATION, BUSINESS INTERRUPTION, OR
OTHER ECONOMIC DAMAGE, AND FURTHER INCLUDING
INJURY TO PROPERTY, AS A RESULT OF USE OR INABILITY TO
USE THE LICENSED SOFTWARE OR BREACH OF ANY
WARRANTY OR OTHER TERM OF THIS LICENSE, REGARDLESS
OF WHETHER NORTEL NETWORKS AND/OR NORTEL
NETWORKS’ SUPPLIERS WERE ADVISED, HAD OTHER REASON
TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
Restricted Rights. Use, duplication or disclosure by the United States
government is subject to the restrictions as set forth in the Right in
Technical Data and Computer Software Clauses in DFARS
252.227-7013(c) (1) (ii) and FAR 52.227-19(c) (2) as applicable.
The rights and obligations arising under this License shall be construed in
accordance with the laws of the State of Tennessee. If for any reason a
court of competent jurisdiction finds any provision of this License or
portion thereof to be unenforceable, that provision of the License shall be
enforced to the maximum extent permissible so as to effect the intent of
the parties and the remainder of this License shall continue in full force
and effect.
This License constitutes the entire agreement between the parties with
respect to the use of the licensed software and the associated
documentation, and supersedes all prior or contemporaneous
understandings or agreements, written or oral, regarding such subject
matter. No amendment to or modification of this License will be binding
unless in writing and signed by a duly authorized representative of
NORTEL NETWORKS.