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than Customer and his employees and /or agents, without prior written consent from MTS.
Customer acknowledges that the techniques, algorithms, and processes contained in the software
are proprietary to MTS and Customer agrees not to use or disclose such information except as
necessary to use the software.
Customer shall take reasonable steps consistent with steps taken to protect its own proprietary
information to prevent the unauthorized copying or use by third parties of the software or any of
the other materials provided under this Agreement. Any previous version of the software must be
destroyed or returned to Multi-Tech Systems, Inc. within 90 days of receipt of the software
upgrade or update.
LIMITED WARRANTY. MTS warrants that the software will perform substantially in accordance to
the product specifications in effect at the time of receipt by Customer. If the MTS software fails to
perform accordingly, MTS will optionally repair any defect, or replace it. This warranty is void if
the failure has resulted from accident, abuse, or misapplication. A Software Registration Card
must be on file at MTS for this warranty to be in effect. In all other respects, the MTS software is
provided AS IS. Likewise, any other software provided with MTS software is provided AS IS.
THE FOREGOING WARRANTY IS IN LIEU ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL MTS BE LIABLE FOR CONSEQUENTIAL
DAMAGES RESULTING FROM USE OF THE LICENSED PROGRAM, WHETHER AS A RESULT OF MTS
NEGLIGENCE OR NOT, EVEN IF MTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. MTS ALSO DISCLAIMS ANY LIABILITY IN CONTRACT OR OTHERWISE FOR THE
DEFECT OR NON-PERFORMANCE OF ANY SEPARATE END-USER LICENSED SOFTWARE PRODUCT
INCLUDED WITH MTS’ SOFTWARE.
INDEMNIFICATION. MTS will indemnify and defend Customer from any claim that the software
infringes on any copyright, trademark, or patent. Customer will indemnify and defend MTS
against all other proceedings arising out of Customers use of the software.
GENERAL. If any of the provisions, or portions thereof, of this Agreement are invalid under any
applicable statute or rule of law, they are to that extent deemed to be omitted.
This is the complete and exclusive statement of the Agreement between the parties, which
supersedes all proposals, oral, written and all other communications between the parties relating
to the subject matter of this Agreement. This Agreement may only be amended or modified in
writing, signed by authorized representatives of both parties.
This Agreement shall be governed by the laws of the State of Minnesota. The waiver of one
breach or default hereunder shall not constitute the waiver of any subsequent breach or default.
Licensee also agrees to the following:
I am not a citizen, national, or resident of, and am not under the control of the government of:
Afghanistan, Cuba, Iran, Iraq, Libya, Montenegro, North Korea, Pakistan, Serbia, Sudan, Syria,
nor any other country to which the United States has prohibited export. I will not download or by
any other means export or re-export the Programs, either directly or indirectly, to the above
countries, nor to citizens, nationals or residents of the above countries. I am not listed on the
United States Department of Treasury lists of Specially Designated Nationals, Specially
Designated Terrorists, and/or Specially Designated Narcotics Traffickers, nor am I listed on the
United States Department of Commerce Table of Denial Orders. I will not download or otherwise
export or re-export the Programs, directly or indirectly, to persons on the above mentioned lists.
I will not use the Programs for, and will not allow the Programs to be used for, any purposes