Motorola SV-4250-P-1 - AirDefense Enterprise Appliance 4250 Quick Installation Manual page 34

Appliance Quick Installation Guide
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the initial term as set forth in Section 3(a). Notwithstanding the foregoing, this Agreement may be terminated: (i) by Licensee, at any time by notifying
AirDefense in writing without a reduction in the fee; (ii) by a non-breaching party upon a material breach of this Agreement by the other party, which
material breach is not corrected within thirty (30) days of the receipt by the breaching party of written notice of such material breach; or (iii) by
AirDefense upon the failure of Licensee to make any payment hereunder within ten (10) days of receipt of written notice that the amount is past due.
5
Specific Restrictions. Licensee may not remove or alter AirDefense's or its suppliers' copyright notices and other intellectual property rights notices
included in the Software or Documentation. If any Software or Documentation is acquired by or on behalf of a unit or agency of the United States
Government, such Software or Documentation is "commercial computer software"or "commercial computer software documentation" and, absent a
written agreement to the contrary, the Government's rights with respect to such Software or Documentation are limited by the terms of this Agreement
pursuant to FAR § 12.212(a) and its successor regulations and/or DFARS § 227.7202-1(a) and its successor regulations, as applicable.
6
Taxes; Additional Fees. Licensee agrees to be responsible for and to pay, or to reimburse AirDefense on written request if AirDefense is required to pay
or collect, any sales, use, or other tax (excluding any tax that is based on AirDefense's net income), duty, or other charge of any kind or nature that is
levied or imposed by any governmental authority on fees payable hereunder. Additionally, AirDefense reserves the right to charge Licensee additional
fees at its then-standard rates for services performed in connection with Support requests relating to purported Product errors or malfunctions which are
later determined to have been due to hardware or software not supplied or supported by AirDefense.
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Limitation of Liability. IN NO EVENT SHALL AIRDEFENSE OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR
EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION OR LOSS OF
INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE ALL OR PART OF THE PRODUCTS OR THE PROVIDING OF OR FAILURE TO PROVIDE
SUPPORT SERVICES, EVEN IF AIRDEFENSE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF LICENSEE'S
PRODUCTS INCLUDE THE AIRTERMINATION FEATURE, AIRDEFENSE SHALL NOT BE LIABLE WITH RESPECT TO ANY FIRST- OR THIRD-PARTY CLAIMS,
LOSSES AND EXPENSES WHATSOEVER RELATED THERETO AND LICENSEE SHALL INDEMNIFY AIRDEFENSE AND HOLD AIRDEFENSE HARMLESS
FROM ALL SUCH CLAIMS, LOSSES AND EXPENSES RELATED THERETO. IN ANY CASE, AIRDEFENSE#8217;S AGGREGATE LIABILITY FOR ALL CLAIMS
UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY LICENSEE FOR SUPPORT SERVICES HEREUNDER DURING THE
ANNUAL TERM IN WHICH THE ALLEGED BREACH OCCURRED. THIS SECTION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
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General. This Agreement is the complete and exclusive statement of the agreement between AirDefense and Licensee, and this Agreement supersedes
any prior proposal, agreement, or communication, oral or written, pertaining to the subject matter of this Agreement and there are no inducements to
enter into this Agreement which are not set forth herein. This Agreement shall be governed by the laws of the State of Georgia and of the United States
of America, excluding (i) its conflicts of law principles and (ii) the United Nations Convention on Contracts for the International Sale of Goods. All
questions concerning the terms and conditions of this Agreement should be directed to AirDefense in writing addressed to AirDefense, Inc., 1125
Sanctuary Park, Suite 250, Alpharetta, GA 30009, United States of America.
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Dispute Resolution.
a
SETTLEMENT PREFERRED. The Parties, by their project managers, will attempt to settle any dispute arising from this Agreement (except for a
claim relating to intellectual property or breach of confidentiality) through consultation and a spirit of mutual cooperation. The dispute will be
escalated to appropriate higher-level managers of the parties, if necessary. If cooperative efforts fail, the dispute will be mediated by a mediator
chosen jointly by the Parties within thirty (30) days after notice by one of the parties demanding non-binding mediation. The Parties will not
unreasonably withhold their consents to the selection of a mediator, will share the cost of the mediation equally, may agree to postpone
mediation until they have completed some specified but limited discovery about the dispute, and may replace mediation with some other form of
non-binding alternative dispute resolution ("ADR").
b
LITIGATION. A Party may submit to a court of competent jurisdiction in the state in which the System is installed any claim relating to intellectual
property or a breach of confidentiality provisions and any dispute that cannot be resolved between the parties through negotiation or mediation
within two (2) months after the date of the initial demand for non-binding mediation. Each Party consents to jurisdiction over it by that court. The
use of ADR procedures will not be considered under the doctrine of laches, waiver, or estoppel to affect adversely the rights of either Party. Either
Party may resort to the judicial proceedings described in this section before the expiration of the two-month ADR period if good faith efforts to
resolve the dispute under these procedures have been unsuccessful; or interim relief from the court is necessary to prevent serious and
irreparable injury to the Party.