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this provision. Upon termination or breach of the license by Customer or in the event designated hardware or CFE is no
longer in use, Customer will promptly return the Software to Nortel or certify its destruction. Nortel may audit by remote
polling or other reasonable means to determine Customer's Software activation or usage levels. If suppliers of third
party software included in Software require Nortel to include additional or different terms, Customer agrees to abide by
such terms provided by Nortel with respect to such third party software.
2. Warranty. Except as may be otherwise expressly agreed to in writing between Nortel and Customer, Software is
provided "AS IS" without any warranties (conditions) of any kind. Nortel DISCLAIMS ALL WARRANTIES
(CONDITIONS) FOR THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABLITITY AND FITNESS FOR A PARTICULAR PURPOSE AND
ANY WARRANTY OF NON-INFRINGEMENT. Nortel is not obligated to provide support of any kind for the
Software. Some jurisdictions do not allow exclusion of implied warranties, and, in such event, the above exclusions may
not apply.
3. Limitation of Remedies. IN NO EVENT SHALL Nortel OR ITS AGENTS OR SUPPLIERS BE LIABLE FOR
ANY OF THE FOLLOWING: a) DAMAGES BASED ON ANY THIRD PARTY CLAIM; b) LOSS OF, OR DAMAGE
TO, CUSTOMER'S RECORDS, FILES OR DATA; OR c) DIRECT, INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), WHETHER IN
CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE) ARISING OUT OF YOUR USE OF THE
SOFTWARE, EVEN IF Nortel, ITS AGENTS OR SUPPLIERS HAVE BEEN ADVISED OF THEIR POSSIBILITY.
The forgoing limitations of remedies also apply to any developer and/or supplier of the Software. Such developer and/or
supplier is an intended beneficiary of this Section. Some jurisdictions do not allow these limitations or exclusions and, in
such event, they may not apply.
4. General
a) If Customer is the United States Government, the following paragraph shall apply: All Nortel Software available
under this License Agreement is commercial computer software and commercial computer software documentation and,
in the event Software is licensed for or on behalf of the United States Government, the respective rights to the software
and software documentation are governed by Nortel standard commercial license in accordance with U.S. Federal
Regulations at 48 C.F.R. Sections 12.212 (for non-DoD entities) and 48 C.F.R. 227.7202 (for DoD entities).
b) Customer may terminate the license at any time. Nortel may terminate the license if Customer fails to comply with
the terms and conditions of this license. In either event, upon termination, Customer must either return the Software to
Nortel or certify its destruction.
c) Customer is responsible for payment of any taxes, including personal property taxes, resulting from Customer's use
of the Software. Customer agrees to comply with all applicable laws including all applicable export and import laws and
regulations.
d) Neither party may bring an action, regardless of form, more than two years after the cause of the action arose.
e) The terms and conditions of this License Agreement form the complete and exclusive agreement between Customer
and Nortel.
f) This License Agreement is governed by the laws of the country in which Customer acquires the Software. If the
Software is acquired in the United States, then this License Agreement is governed by the laws of the state of New York.
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