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15.
Dispute Resolution. Both of us will use reasonable efforts to get an appropriate person from our respective
management teams to meet and attempt to resolve any dispute regarding these Software License Terms in good
faith. If they are unable to resolve the dispute within 30 days, either of us may resort to alternate dispute resolution
such as arbitration or otherwise seek recourse from the courts. Either party may seek injunctive or other urgent
equitable relief at any time.
16.
Governing Law. These Software License Terms will be governed by California law, with venue and exclusive
jurisdiction in the appropriate courts in Santa Clara County, California and excluding rules as to choice and
conflict of law. The United Nations Convention on Contracts for the International sale of goods and its
implementing legislation will not apply to these Software License Terms.
17.
Miscellaneous. Neither of us will be responsible for any failure to meet any of our obligations (except payment
obligations) due to matters beyond our reasonable control provided reasonable efforts have been made to
perform them. You must not assign, or otherwise transfer any of Your rights under these EULA Software License
Terms without VES' prior written agreement. Notices made under this EULA must be in writing to a senior
executive. Notices will be deemed given: where they are hand delivered, when a duly authorized employee or
representative of the recipient gives written acknowledgement of receipt; for email communication, at the time
the communication enters into the information system of the recipient; for posting, three days after dispatch and
for fax, on receipted transmission of the fax. Rights and obligations under this EULA, which by their nature should
survive the termination or expiry, will remain in effect after termination. If either of us fails to promptly exercise
any contractual right, this does not of itself mean that the right has been waived. For a waiver of a right to be
valid, it must be written and it will not give rise to an ongoing waiver or any expectation that the right will not be
enforced, unless it is expressly stated to do so. This EULA Software License Terms may not be modified except
in writing signed by an authorized representative of each party. This EULA and these Software License Terms
are the entire agreement relating to its subject matter. All oral or written communications, understandings,
proposals, representations and warranties are by agreement, excluded and are of no force or effect (to the extent
permitted at law).
18.
Terms. This EULA includes supporting material accompanying the software or referenced by VES, which may
be software license information, additional license authorizations, software specifications, published warranties,
supplier terms, open source software licenses and similar content ("Supporting Material").
19.
Definitions.
Confidential Information: information that, at the time of disclosure, is clearly marked as confidential or in the
circumstances would be considered to be confidential.
Equipment: hardware and spare parts manufactured by VES or its authorized supplier provided to You in writing, or
VES has authorized You to use with the Software.
Open-Source License Website: the licenses applicable to Open Source software is further described below or may be
obtained in the Cloud Native Obsidian Software User Guide.
Open Source Software: Third Party Software, which may be available without charge for use, modification or distribution
and generally licensed under the GNU GPL, Lesser General Public License, Apache or other open source software
license.
Published Specifications: the published Software specifications existing at the time You ordered Software from VES.
Software: the object code format of (i) programming firmware embedded in the Equipment to enable it to perform its
basic functions ("Operating Software") and (ii) software programs supplied by us ("Programs") and (iii) any updates,
related documentation and specifications. Software may include Third Party Software and/or Open Source Software.
3rd Party EULAs: separate licenses directly between You and the third party licensor, which terms may be shrink-
wrapped or click- through and related documentation, which may be provided to You in connection with delivery of the
Software.
Third Party Related OSS: any Open Source Software licensed to, provided with or otherwise contained in, the Third
Party Software.
102
Viking Enterprise Solutions™ Proprietary Information
ONYX Series Harware Guide
Document CTC-DOC-003005
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