Aviom A360 Channel Manager User Manual

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Confidential Information automatically and irrevocably deemed assigned to and owned exclusively by

Aviom. Licensee will ensure that all marks, notices or legends pertaining to the origin, identity or ownership

of the Software or the Documentation remain intact and clearly legible. Notwithstanding anything contained

in this Agreement to the contrary, if Licensee is located in the European Union and Licensee determines that

access to the source code to the Software is necessary to achieve interoperability of the Software with other

programs, then Licensee may reverse engineer the Software provided that: (a) Aviom has not already made

available to Licensee the information necessary to achieve interoperability; and (b) Licensee limits its reverse

engineering activities to those parts of the Software which are necessary to achieve interoperability with such

programs.

Copyright.

(a)

The Software and the Documentation contain proprietary material of Aviom and/or material

that other software and/or information suppliers have licensed to Aviom for use in the Software. This

material is protected by copyright and other laws respecting proprietary rights. Aviom and/or its licensors

retain all rights in the Software and the Documentation, including (without limitation) all copyright and

other proprietary rights worldwide in all media. Licensee may not use all or any part of the Software or the

Documentation except as expressly permitted under this Agreement and under U.S. and/or other applicable

(b)

While Licensee may make a reasonable number of copies of the Software and the

Documentation solely for archival/back-up purposes, no part of the Software or the Documentation may

be used, reproduced or duplicated in any medium or format beyond the express terms of this Agreement

without prior written authorization from Aviom. Any use or reproduction not authorized by this Agreement is

prohibited and shall immediately terminate this Agreement.

(c)

Licensee acknowledges that the Software and the licensed materials therein are highly

proprietary in nature and that unauthorized copying, transfer or use may cause Aviom irreparable injury that

cannot be adequately compensated for by means of monetary damages. Licensee agrees that any breach

of this Agreement by Licensee may be enforced by Aviom by means of equitable relief (including, but not

limited to, injunctive relief) without the necessity of posting any bonds in addition to any other available

rights and remedies.

Termination.

(a)

Termination. If Licensee: (i) makes or distributes, or fails to prevent others in its control

from making or distributing, copies of the Software or the Documentation (except as expressly permitted by

this Agreement) or modifications or derivations thereof; or (ii) breaches any provision of this Agreement,

then this Agreement shall terminate automatically.

Effect of Termination. Upon any termination of this Agreement, Licensee shall: (i) immediately discontinue

use of the Software and the Documentation; (ii) remove the Installation Software and the Documentation

from all of Licensee’s workstations; and (iii) delete and destroy all copies of the Software and the

Documentation in its possession or control. Sections 4, 5, 6, 7, 8(b) and 9 through 12 shall survive the

termination or expiration of this Agreement for any reason in accordance with their respective terms.

Disclaimer of Warranties. AVIOM LICENSES AND PROVIDES THE SOFTWARE AND

THE DOCUMENTATION TO LICENSEE ON AN “AS-IS” BASIS. AVIOM HEREBY DISCLAIMS

ANY AND ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE AND THE

DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND

CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY,

TITLE AND NON-INFRINGEMENT.