2.4 EXCEPT AS PROVIDED IN SECTION 2.2 ABOVE, IF YOU TRANSFER POSSESSION OF ANY COPY OF THE LICENSED SOFTWARE TO ANOTHER PARTY
WITHOUT WRITTEN CONSENT OF TE TECH, YOUR LICENSE IS AUTOMATICALLY TERMINATED. Any attempt otherwise to s blicense, assign or transfer any of
the right, d ties or obligations here nder is void.
2.5 If the Licensed Software or associated doc mentation is provided to any U.S. Government entity, nit, or agency, the restrictions set forth at
section 52.227-19(c) (“Commercial comp ter software - restricted rights”) of the Federal Acq isition Reg lations (FARs) shall apply. If the Licensed
Software or associated doc mentation is provided to the U.S. Government, Department of Defense (DOD), or any entity, nit, or agency thereof, the
restrictions set forth at section 252.227-7015 (“Technical Data -Commercial Items”) of the DOD FAR S pplement (DFARS) shall also apply.
2.6 For rights granted in this Agreement, C stomer shall pay to TE TECH the then-c rrent prod ct price (license fee) for each copy of the Licensed
Software provided by TE TECH to C stomer.
2.7 C stomer shall pay all import d ties and registration fees and all sales, se and excise taxes (and any other assessments in the nat re of taxes
however designated) on the Licensed Software or its license to se the Licensed Software, or res lting from this Agreement, excl sive of taxes based on TE
TECH’s net income.
2.8 C stomer acknowledges that the Licensed Software, incl ding, witho t limitation, TE TECH logos, trademarks and all information contained
therein, is proprietary to TE TECH, is val able, gives a competitive advantage to TE TECH, and co ld not, witho t significant expense and diffic lty, be
obtained or d plicated by others who have not been able to acq ire the same thro gh means expressly a thorized in this agreement. Yo agree that,
nless yo first obtain the prior written consent of TE TECH ,or nless req ired by law, yo shall not comm nicate or disclose, directly or indirectly, to any
person or firm, or se at any time, any of the TE TECH’s proprietary information, except as provided in this Agreement. The provisions of the section,
among certain others, shall s rvive the termination of this Agreement for whatever reason. The Licensed Software shall be and remain the excl sive
property of TE TECH.
3. WARRANTY
3.1 Only if C stomer has p rchased Designated Hardware (the p rchase price of which a tomatically incl des the license fee), TE TECH warrants
that the Application Software will be in s bstantial conformance with the specifications in the man al pertaining thereto as of the date of shipment by TE
TECH. If, within ninety (90) days of date of shipment, it is shown that the Application Software does not meet this warranty, TE TECH will, at its option,
either correct the defect or error in the Application Software, free of charge, or make available to C stomer satisfactory s bstit te software, or, as a last
resort, ret rn to C stomer all payments made as license fees and terminate the license with respect to the Application Software affected. TE TECH does
not warrant that operation of the Application Software will be ninterr pted or error free or that it will meet C stomer’s needs. All other portions of the
Licensed Software are provided “as is” witho t warranty of any kind.
3.2 TE TECH warrants that the media on which the Application Software is delivered will be free from defects in material or workmanship nder
normal se and service for a period of ninety (90) days from the date of delivery. If any defects are discovered in the media is discovered and reported by
C stomer within ninety (90) days after delivery TE TECH shall, at no cost to C stomer, pon ret rn of same to TE TECH, replace the media and deliver
(electronically) to C stomer a new and complete copy of the Licensed Software.
3.3 Any modification to the Licensed Software by the C stomer witho t the express written consent of TE TECH shall void the warranty.
3.4 THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE
WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE SHALL APPLY. NO WARRANTY ARISING FROM COURSE OF PERFORMANCE COURSE OF DEALING OR USAGE OF TRADE SHALL APPLY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN UNLESS CUSTOMER HAS PAID TE TECH A SEPARATE LICENSE FEE THEREFOR TE TECH
MAKES NO WARRANTIES AS TO THE LICENSED SOFTWARE WHICH IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS OR
IMPLIED.
4. LIMITATION OF LIABILITY
4.1 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
SHALL TE TECH OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PENAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS
OF PROFIT OR REVENUES, LOSS OF USE OF THE LICENSED SOFTWARE OR ANY PART THEREOF, OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED
EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWN TIME COSTS, OR CLAIMS OF
CUSTOMER’S CUSTOMERS AND TRANSFEREES FOR SUCH DAMAGES EVEN IF TE TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.2 EXCEPT AS PROVIDED IN SECTION 5, INDEMNITY, IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT OR WARRANTY, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL TE TECH’S LIABILITY TO CUSTOMER FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR RESULTING FROM
THIS AGREEMENT, OR FROM ITS PERFORMANCE OR BREACH, OR FROM THE LICENSED SOFTWARE OR ANY PART THEREOF, OR FROM ANY SERVICE
FURNISHED HEREUNDER, EXCEED THE QUOTED CHARGES FOR THE LICENSED SOFTWARE. ANY SUCH LIABILITY SHALL TERMINATE UPON THE TERMINATION
OF THE WARRANTY PERIOD AS SET FORTH IN SECTION 3.
4.3 If TE TECH f rnishes C stomer with advice or other assistance which concerns Licensed Software or any portion thereof s pplied here nder or
any system or eq ipment on which any s ch software may be installed and which is not req ired p rs ant to this Agreement the f rnishing of s ch advice
or assistance will not s bject TE TECH to any liability, whether in contract, warranty, tort (incl ding negligence) or otherwise.
