Universal Audio Apollo Software User Manual

Page 148

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Apollo Software Manual

Chapter 12: Notices

148

(iv)

Delivery of Content. The Licensed Materials may cause Customer’s computer to connect to a UA

Domain so that UA can deliver content about the Licensed Materials and/or other UA products and services.

(v)

Use of Online Services. The Licensed Materials may cause Customer’s computer, without notice and

on an intermittent or regular basis, to automatically connect to a UA Domain or third party Domain to facilitate Customer’s ac-
cess to content and services that are provided by UA or such third party as further described in Section 13(d) (Online Services
Provided by UA) and Section 13(e) (Online Services Provided by Third Parties). In addition, the Licensed Materials may, with-
out notice, automatically connect to the Internet to update downloadable materials from these online services so as to provide
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)

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 au-

thorized representative have the right, no more than once every twelve (12) months, upon seven (7) business days’ prior notice
to Customer, to inspect Customer’s records, systems, and facilities to verify that its use of the Licensed Materials is in confor-
mity 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 Administration Regu-

lations 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 Materials, 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 opportunity laws including, if appro-
priate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assis-
tance 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 Agreement.

(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 Commer-
cial Computer Software and Commercial Computer Software Documentation 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 condi-
tions 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 accor-

dance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within Califor-
nia by California residents. This Agreement shall not be governed by the following, the application 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 compo-

nents 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.

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