Enterasys Matrix 7H4284-49 Hardware Installation Manual page 12

THE CUMULATIVE LIABILITY OF ENTERASYS TO YOU FOR ALL CLAIMS RELATING TO THE
PROGRAM, IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF
FEES PAID TO ENTERASYS BY YOU FOR THE RIGHTS GRANTED HEREIN.
8. AUDIT RIGHTS. You hereby acknowledge that the intellectual property rights associated with the
Program are of critical value to Enterasys, and, accordingly, You hereby agree to maintain complete books,
records and accounts showing (i) license fees due and paid, and (ii) the use, copying and deployment of the
Program. You also grant to Enterasys and its authorized representatives, upon reasonable notice, the right to
audit and examine during Your normal business hours, Your books, records, accounts and hardware devices
upon which the Program may be deployed to verify compliance with this Agreement, including the
verification of the license fees due and paid Enterasys and the use, copying and deployment of the Program.
Enterasys' right of examination shall be exercised reasonably, in good faith and in a manner calculated to not
unreasonably interfere with Your business. In the event such audit discovers non‐compliance with this
Agreement, including copies of the Program made, used or deployed in breach of this Agreement, You shall
promptly pay to Enterasys the appropriate license fees. Enterasys reserves the right, to be exercised in its sole
discretion and without prior notice, to terminate this license, effective immediately, for failure to comply with
this Agreement. Upon any such termination, You shall immediately cease all use of the Program and shall
return to Enterasys the Program and all copies of the Program.
9. OWNERSHIP. This is a license agreement and not an agreement for sale. You acknowledge and agree
that the Program constitutes trade secrets and/or copyrighted material of Enterasys and/or its suppliers. You
agree to implement reasonable security measures to protect such trade secrets and copyrighted material. All
right, title and interest in and to the Program shall remain with Enterasys and/or its suppliers. All rights not
specifically granted to You shall be reserved to Enterasys.
10. ENFORCEMENT. You acknowledge and agree that any breach of Sections 2, 4, or 9 of this Agreement
by You may cause Enterasys irreparable damage for which recovery of money damages would be inadequate,
and that Enterasys may be entitled to seek timely injunctive relief to protect Enterasys' rights under this
Agreement in addition to any and all remedies available at law.
11. ASSIGNMENT. You may not assign, transfer or sublicense this Agreement or any of Your rights or
obligations under this Agreement, except that You may assign this Agreement to any person or entity which
acquires substantially all of Your stock assets. Enterasys may assign this Agreement in its sole discretion. This
Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, permitted
transferees, successors and assigns as permitted by this Agreement. Any attempted assignment, transfer or
sublicense in violation of the terms of this Agreement shall be void and a breach of this Agreement.
12. WAIVER. A waiver by Enterasys of a breach of any of the terms and conditions of this Agreement must
be in writing and will not be construed as a waiver of any subsequent breach of such term or condition.
Enterasys' failure to enforce a term upon Your breach of such term shall not be construed as a waiver of Your
breach or prevent enforcement on any other occasion.
13. SEVERABILITY. In the event any provision of this Agreement is found to be invalid, illegal or
unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way
be affected or impaired thereby, and that provision shall be reformed, construed and enforced to the
maximum extent permissible. Any such invalidity, illegality, or unenforceability in any jurisdiction shall not
invalidate or render illegal or unenforceable such provision in any other jurisdiction.
14. TERMINATION. Enterasys may terminate this Agreement immediately upon Your breach of any of the
terms and conditions of this Agreement. Upon any such termination, You shall immediately cease all use of
the Program and shall return to Enterasys the Program and all copies of the Program.
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