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2.4 Restrictions. Customer shall not itself, or through any parent, subsidiary,
affiliate, agent or other third party (i) sell, rent, lease, license or
sublicense, assign or otherwise transfer the Software, or any of
Customer's rights and obligations under this Agreement except as
expressly permitted herein; (ii) decompile, disassemble, or reverse
engineer the Software, in whole or in part, provided that in those
jurisdictions in which a total prohibition on any reverse engineering is
prohibited as a matter of law and such prohibition is not cured by the fact
that this Agreement is subject to the laws of the State of California,
Licensor agrees to grant Customer, upon Customer's written request to
Licensor, a limited reverse engineering license to permit interoperability
of the Software with other software or code used by Customer; (iii) allow
access to the Software by any user other than by Customer's employees
and contractors who are bound in writing to confidentiality and non-use
restrictions at least as protective as those set forth herein; (iv) except as
expressly set forth herein, write or develop any derivative software or
any other software program based upon the Software; or (v) use any
computer software or hardware which is designated to defeat any copy
protection or other use limiting device, including any device intended to
limit the number of users or devices accessing the Product.
3.
Limited Warranty and Limitation of Liability
3.1 Limited Warranty & Exclusions. Licensor warrants that the Software will
perform in substantial accordance with the specifications therefor set
forth in the Documentation for a period of ninety [90] days after
Customer's acceptance of the terms of this Agreement with respect to the
Software ("Warranty Period"). If during the Warranty Period the
Software does not perform as warranted, Licensor shall, at its option,
correct the relevant Software giving rise to such breach of performance or
replace such Software free of charge. THE FOREGOING ARE
CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF
THE FOREGOING WARRANTY. THE WARRANTY SET FORTH
ABOVE IS MADE TO AND FOR THE BENEFIT OF CUSTOMER ONLY.
The warranty will apply only if (i) the Software has been used at all times
and in accordance with the instructions for use set forth in the
Documentation and this Agreement; (ii) no modification, alteration or
addition has been made to the Software by persons other than Licensor or
Licensor's authorized representative; and (iii) the Software or Product on
which the Software is installed has not been subject to any unusual
electrical charge.
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