ADIC Scalar Reference Manual page 8

adversely affected Software. ADIC may deduct from the refund a fair market
value for usage, which will be a pro rata share of the License charge for the time
period used, assuming a three (3) year straight line depreciation with no salvage
value.
c Notwithstanding the foregoing ADIC has no liability if any such claim or suit is
based upon or arises out of: 1) alterations of the Software by Licensee or any third
party; 2) Licensee's failure to install updated Software provided by ADIC for
avoiding such infringement; 3) use of the Software in combination with apparatus
or software not furnished by ADIC; 4) use of the Software in a manner for which it
was neither designed nor contemplated; 5) third party software embedded in the
Software; 6) Software modified by ADIC for Licensee in accordance with Lic-
ensee's specifications or requests; or 7) a patent, trademark or copyright in which
Licensee or any of its affiliates or subsidiaries has a direct or indirect interest by
license or otherwise.
10. Term and Termination
a Term. The term of this License is perpetual, unless terminated by ADIC as pro-
vided herein.
b Termination. This License commences on the Effective Date and will continue in
perpetuity unless Licensee fails to comply with any of the material conditions of
this License. ADIC may, after allowing Licensee a reasonable time to cure its
default, terminate this License upon written notice to the Licensee. Within thirty
(30) days after termination of this License, Licensee will certify, in writing, to
ADIC, that Licensee has discontinued the use of all Software; and either destroyed
or, at ADIC's election, returned to ADIC the original and all copies of the Soft-
ware and Documentation in any form maintained by Licensee.
c Termination for Cause. A violation of any provision of Paragraph 3. above will be
deemed a material breach and the basis for immediate termination of this License.
d Termination upon Insolvency. This License may be terminated by ADIC if the
Licensee (i) terminates or indefinitely suspends its business; (ii) becomes subject
to any bankruptcy or insolvency proceeding under governmental statute; or (iii)
becomes insolvent or becomes subject to direct control by a trustee, receiver or
similar authority.
e Remedies upon Termination. If this License is terminated by ADIC, ADIC will
have the right to take immediate possession of the Software, Documentation, and
all copies wherever located, without demand or notice. Termination of this
License is in addition to and not in lieu of any equitable or legal remedies available
to ADIC.
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Scalar DLC