EXFO FG-750 - Manual (Page 8)

Copyright Information
viii FG-750
 14. GENERAL
14.1 Neither the execution of this Agreement or anything in it, or the Software, shall be construed as providing nor
implying any arrangement or understanding that EXFO will make any purchase, lease, examination or test of, or give any
approval with respect to, any product or service.
14.2 Customer may not assign, in whole or in part, this Agreement, or any license, rights or obligations granted, to any
Third Party, including without limitation, any subsidiary, affiliate or entity owned or controlled by Customer, or pursuant to
any merger, consolidation or other Customer reorganization, without the prior written consent of EXFO.
14.3 The failure of either party at any time to enforce any of the provisions of this Agreement or any right under this
Agreement, or to exercise any option provided, will in no way be construed to be a waiver of the provisions, rights, or
options, or in any way to affect the validity of this Agreement. The failure of either party to exercise any rights or options
under the terms or conditions of this Agreement shall not preclude or prejudice the exercising of the same or any other
right or option under this Agreement.
14.4 This Agreement must be construed and enforced according to the laws applicable in the province of Quebec,
Canada, without regards to its conflict of laws provisions. The parties specifically exclude the application of the Unites
Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions
Act.
14.5 If any provision or portion of a provision of this Agreement is held invalid or unenforceable, the remainder of the
Agreement shall not be affected, and the remaining terms will continue in effect and be binding on the parties, provided
that such holding of invalidity or unenforceability does not materially affect the essence of the Agreement.
14.6 EXFO and Customer agree to comply with all applicable laws. Specifically, Customer will comply with all applicable
export and import control laws and regulations of the United States and any foreign jurisdiction in which the Software is
used and, in particular, Customer will not export or re-export the Software without all required United States and foreign
government licenses. Customer acknowledges and understands that the Software contains encryption technology that
may require an export license from the U.S. State Department when exported or re-exported to government end-users,
Internet or telecommunications service providers providing services specific to government end-users. Export of the
Software to certain countries is prohibited. Customer will defend, indemnify, and hold harmless EXFO from and against
any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees.
14.7 The provisions of this Agreement constitute the entire agreement between the parties with respect to the licensing of
the Software and supersede (i) all prior agreements, oral or written; (ii) any conflicting terms in Customer’s purchase
order or EXFO’s invoice; and (iii) all other communications relating thereto. All Sections that by their sense and context
are intended to survive the execution, delivery, performance and termination of this Agreement, will survive and
continue in effect.
14.8 Any references to information contained in an URL form an integral part of this Agreement and the Customer hereby
confirms that it has access to the Internet and confirms that prior to entering into this Agreement has read and agrees
with the terms and conditions set out in those documents.
14.9 U.S. GOVERNMENT END USERS. The Software and any other software covered under this Agreement is a
"commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and
"commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R.
12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government End User Customers acquire the Software with
only those rights set forth therein.
END OF TERMS AND CONDITIONS
CONTACT INFORMATION: If you have any questions about this Agreement, please direct all correspondence to: EXFO Inc.,
400 Godin Avenue, Quebec City, Quebec, G1M 2K2, Canada. Legal notice shall be sent to the attention of the EXFO Legal
Department.