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License Agreement xi
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
shall 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 shall be a pro data share of the License
charge for the time period used, assuming a three year straight line
depreciation with no salvage value.
Notwithstanding the foregoing, ADIC shall have no liability if any such
claim or suit is based upon or arises out of:
• alterations of the Software by Licensee or any third party;
• Licensee’s failure to install updated Software provided by ADIC for
avoiding such infringement;
• use of the Software in combination with apparatus or software not
furnished by ADIC;
• use of the Software in a manner for which they were neither
designed nor contemplated;
• third party software embedded in the Software;
• Software modified by ADIC for Licensee in accordance with
Licensee’s specifications or requests;
• or, 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.
Termination
This License shall commence on the Effective Date and shall continue in
perpetuity unless Licensee fails to comply with any of the material
conditions of this License. ADIC may, after allowing Licensee a reasonable
time to cure its default, terminate this License upon written notice to the
Licensee. Within 30 days after termination of this License, Licensee will
certify, in writing, to ADIC, that Licensee has discontinued the use of all
Software; and either destroyed or, at ADIC’s election, returned to ADIC the
original and all copies, in whole or in part, in any form, the Software and
Documentation.
A violation of any of the above provisions shall be deemed a material breach
and the basis for immediate termination of this License.