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Motorola AirDefence Installation Manual Page 37

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suppliers warrants that the functions or features contained in the Products will meet Licensee's requirements or that the
operation of the Products will be uninterrupted or error free.
EXCEPT AS PROVIDED HEREIN, THE PRODUCTS ARE BEING PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. AIRDEFENSE AND ITS
SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AS TO NON-INFRINGEMENT RELATED TO THE
PRODUCTS PROVIDED HEREUNDER. THIS SECTION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
8
Limitation Remedies and Damages. The remedies provided in this Agreement are the sole and exclusive remedies available
to Licensee for any breach to which such remedy pertains. The aggregate liability of AirDefense to Licensee for any and all
costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) (each a "Loss" and
collectively, "Losses") resulting from any claim, suit, action, or proceeding arising out of or related to this Agreement for all
claims of every kind and nature that arise or accrue, regardless of the form of action that imposes liability, whether in
contract, indemnity, equity, negligence, intended conduct, tort or otherwise, will be limited to and will not exceed, in the
aggregate, the amount actually paid by Licensee for the Products purchased pursuant to a specific purchase order out of
which the Loss arises. In any event AirDefense shall have no liability for any Loss arising (x) after the expiration of twelve
(12) months from the date of the purchase order for the Products out of which the Loss arises or (y) upon termination of this
Agreement or any support services agreement between AirDefense and Licensee. IN NO EVENT SHALL AIRDEFENSE OR
ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION OR LOSS OF INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE ALL OR PART OF
THE PRODUCTS OR THE PROVIDING OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF AIRDEFENSE
OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF LICENSEE'S PRODUCTS
INCLUDES THE AIRTERMINATION FEATURE, AIRDEFENSE SHALL NOT BE LIABLE WITH RESPECT TO ANY FIRST-
OR THIRD-PARTY CLAIMS, LOSSES AND EXPENSES WHATSOEVER RELATED THERETO AND LICENSEE SHALL
INDEMNIFY AIRDEFENSE AND HOLD AIRDEFENSE HARMLESS FROM ALL SUCH CLAIMS, LOSSES AND EXPENSES
RELATED THERETO. THIS SECTION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
9
Taxes. Licensee agrees to be responsible for and to pay, or to reimburse AirDefense on written request if AirDefense is
required to pay or collect, any sales, use, or other tax (excluding any tax that is based solely on AirDefense's net income),
duty, or other charge of any kind or nature that is levied or imposed by any governmental authority on Licensee's purchase/
license of the Products, this Agreement or Licensee's use of the Products or Documentation.
10
Export Restrictions. THIS AGREEMENT IS SUBJECT TO ALL LAWS, REGULATIONS, ORDERS OR OTHER
RESTRICTIONS WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF
AMERICA ON THE EXPORT OF THE PRODUCTS OR COMPONENTS THEREOF OR OF INFORMATION ABOUT THE
AIRDEFENSE PRODUCTS. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY,
LICENSEE SHALL NOT EXPORT OR RE-EXPORT, DIRECTLY OR INDIRECTLY, THE PRODUCTS, THE SOFTWARE, OR
THE DOCUMENTATION OR ANY AIRDEFENSE PRODUCT (OR COMPONENT THEREOF) OR PROPRIETARY
INFORMATION PERTAINING THERETO TO ANY COUNTRY TO WHICH SUCH EXPORT OR RE-EXPORT IS
RESTRICTED OR PROHIBITED, OR AS TO WHICH SUCH GOVERNMENT OR ANY AGENCY THEREOF REQUIRES AN
EXPORT LICENSE OR OTHER GOVERNMENTAL APPROVAL AT THE TIME OF EXPORT OR RE-EXPORT WITHOUT
FIRST OBTAINING SUCH LICENSE OR APPROVAL. ADDITIONALLY, LICENSEE AGREES TO COMPLY WITH ALL
LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS WHICH MAY BE IMPOSED BY ANY GOVERNMENTAL
AUTHORITY WHICH HAS JURISDICTION OVER LICENSEE'S USE OF THE PRODUCTS, SOFTWARE OR
DOCUMENTATION OR ANY AIRDEFENSE PRODUCT (OR COMPONENT THEREOF) OR PROPRIETARY
INFORMATION PERTAINING THERETO.
11
Purchases from Resellers. LICENSEE UNDERSTANDS THAT IF LICENSEE PURCHASED THE PRODUCTS OR
SERVICES FROM AN AUTHORIZED RESELLER OF AIRDEFENSE, THAT RESELLER IS NOT AIRDEFENSE'S AGENT
AND IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES ON AIRDEFENSE'S BEHALF OR TO
VARY ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT. IN ADDITION, LICENSEE ACKNOWLEDGES
THAT, UNLESS OTHERWISE AGREED UPON BY THAT RESELLER IN WRITING OR PROHIBITED BY LAW, THE
LIMITATIONS OF WARRANTIES AND LIABILITY SET FORTH IN THIS AGREEMENT ALSO APPLY TO AND BENEFIT
THAT RESELLER.
12
Infringement Indemnification.
a
AirDefense shall defend Licensee against any claim, and any lawsuit to the extent based thereon, that is brought
against Licensee alleging that any AirDefense-branded product ("Product"), as originally delivered by AirDefense to
Licensee under this Agreement, directly infringes a United States patent in existence as of the date of delivery of such
Product to Licensee ("Infringement Claim"), so long as AirDefense is notified in writing by Licensee as soon as
reasonably practicable as to any such claim, is given sole authority and control of the defense, and is provided by
Licensee all requested information and assistance for resolving or defending the Infringement Claim. For non-
AirDefense-branded product supplied hereunder, including any third party software, AirDefense's obligations for IP
infringement claims shall be limited to any IP indemnities or defense commitments provided by such third party
supplier. In addition to AirDefense's obligation to defend, and subject to the same conditions, AirDefense shall pay all
damages finally awarded against Licensee by a court of competent jurisdiction to the extent based upon such
Infringement Claim. If a Product is subject to an Infringement Claim or, if in AirDefense's judgment, likely to become
Master License Agreement for the
AirDefense System
31

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