TE Technology TC-720 - Manual (Page 7)

4.4 The products (hardware and software) to be licensed or sold hereunder are not intended for use in any application specifically prohibited in
writing by TE TECH, including, without limitation, in any nuclear, chemical or weapons production facility or activity, or other activity where failure of the
products could lead directly to death, personal injury or severe physical or environmental damage. If so used, TE TECH disclaims all liability for any
damages arising as a result of the hazardous nature of the business in question, including but not limited to nuclear, chemical or environmental damage,
injury or contamination, and Customer shall indemnify, hold harmless and defend TE TECH, its officers, directors, employees and agents against all such
liability, whether based on contract, warranty, tort (including negligence), or any other legal theory, regardless of whether TE TECH had knowledge of the
possibility of such damages.
5. INDEMNITY
5.1 Should the Application Software be held by a court to constitute patent or copyright infringement and its use is enjoined, TE TECH shall, at its
expense and option, either procure for Customer the right to continued use, or replace same with a non-infringing product or part, or modify the
Application Software so that it becomes non-infringing, or remove the software and refund the license charge pertaining thereto (less reasonable
depredation for any period of use) and any transportation costs separately paid by Customer. The foregoing states the entire liability of TE TECH for patent
and copyright infringement by the Licensed Software or any part thereof.
5.2 The indemnity under the preceding paragraph shall not apply to any use of Application Software in conjunction with any other product in a
combination not furnished by TE TECH as a part of this transaction. As to any such use in such combination, or any improper or unauthorized use,
installation, or operation of the Application Software, TE TECH assumes no liability whatsoever for patent and copyright infringement and Customer will
hold TE TECH harmless against any infringement claims arising there from (including, but not limited to, reasonable attorney’s fees).
6. TERM AND TERMINATION
6.1 You may terminate the license granted hereunder at any time by destroying the Licensed Software together with all copies thereof and
notifying TE TECH in writing that all use of the Licensed Software has ceased and that same has been destroyed.
6.2 TE TECH, upon thirty (30) days’ notice, may terminate this Agreement or any license hereunder if Customer fails to perform any obligation or
undertaking to be performed by it under this Agreement or if Customer attempts to assign this Agreement without the prior written consent of TE TECH.
Within twenty (20) days after any such termination of this Agreement, Customer shall certify in writing to TE TECH that all use of the Licensed Software has
ceased, and that same has been returned or destroyed, in accordance with TE TECH’s instructions.
6.3 Sections 4, 6 and 7 of this Agreement shall survive any expiration or termination and remain in effect. Termination of this Agreement or any
license hereunder shall not relieve Customer of its obligation to pay any and all outstanding charges hereunder nor entitle Customer to any refund of such
charges previously paid.
7. IMPORT/EXPORT
7.1 If you intend to import or export (or re-export), directly or indirectly, whether electronically or otherwise, the software products or technical
data relating thereto supplied hereunder or any portion thereof, it is your responsibility to assure compliance with U.S. and other applicable governmental
import and/or export control laws and, if appropriate, to secure any required licenses or approvals in your own name. You are also responsible for the
accuracy and completeness of any information or certification you provide for purposes of import or export control compliance.
8. GENERAL
8.1 This Agreement shall be governed by the laws of the State of Michigan, without regard to its conflict of law provisions. You agree that any civil
action or claims which relate to this Agreement or the Licensed Software must be brought and maintained in a court of competent jurisdiction located in
Grand Traverse County, Michigan, or, alternatively, the U.S. District court for the Western District of Michigan. You hereby waive venue in any other
forum. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement
8.2 Should you have any questions concerning this Agreement, contact TE TECH by writing to: TE TECHNOLOGY, INC., 1590 KEANE DRIVE, TRAVERSE
CITY, MI 49696.
8.3 YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND SUPERSEDES ANY PROPOSAL OR
PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
FURTHER, NO CHANGE OR AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS AGREED TO BY WRITTEN INSTRUMENT SIGNED BY A DULY
AUTHORIZED REPRESENTATIVE OF TE TECH.
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