Motorola Canopy 300 Mbps Backhaul User Manual page 171

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 US 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.
US Government Users. If you are a US 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
Issue 1.1 April 2006 Page 170