Filter
Top Products
SNFS
License Agreement ix
deemed necessary, and conduct the defense and settlement of such claim. ADIC may,
at its own expense and at its option, either (1) procure for Licensee the right to
continue using the Software, or (2) replace the same with non-infringing software, or
(3) modify the Software so that it becomes non-infringing provided such modified
intellectual property will reasonably meet Licensee's needs.
b. Upon failure of (1), (2) or (3) above, despite the reasonable efforts of ADIC, Licensee
may terminate this License only with respect to the Software adversely affected by
such action or claim. Upon such termination ADIC will promptly refund to Licensee
any License Fees paid and other payments made for the adversely affected Software.
ADIC may deduct from the refund a fair market value for usage, which will be a pro
rata share of the License charge for the time period used, assuming a three (3) year
straight line depreciation with no salvage value.
c. Notwithstanding the foregoing ADIC has no liability if any such claim or suit is based
upon or arises out of: 1) alterations of the Software by Licensee or any third party; 2)
Licensee's failure to install updated Software provided by ADIC for avoiding such
infringement; 3) use of the Software in combination with apparatus or software not
furnished by ADIC; 4) use of the Software in a manner for which it was neither
designed nor contemplated; 5) third party software embedded in the Software; 6)
Software modified by ADIC for Licensee in accordance with Licensee's
specifications or requests; or 7) a patent, trademark or copyright in which Licensee or
any of its affiliates or subsidiaries has a direct or indirect interest by license or
otherwise.
Term and Termination
a. Term. The term of this License is perpetual, unless terminated by ADIC as provided
herein.