End User License Agreement
SpectraGuard Sensor Installation Guide
vii
Release of the Software other than the most current Release made available to Customer; or (d) any
modification of the Hardware or Software by any person other than AirTight or its authorized agents.
Customer will indemnify AirTight against all liability, damages and costs (including but not limited to
reasonable attorneys' fees) resulting from or related to such a claim.
8.4
AirTight products may be capable of operating at frequencies beyond those allowed in your region.
You must indemnify, hold harmless, and defend AirTight from and against all Legal and Statutory obligations
if you choose to operate the SpectraGuard Enterprise products beyond the allowed frequencies.
9.
General
9.1
Notices. All notices, consents and approvals under this EULA (other than orders and order
acknowledgments) must be delivered in writing by courier, by facsimile or by certified or registered mail
(postage prepaid and return receipt requested) to the other party at the address set forth above, and will be
effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever
occurs sooner. Either party may change its address by giving notice of the new address to the other party.
9.2
No Third-Party Beneficiaries. No party will be deemed a third-party beneficiary to this EULA.
9.3
Relationship of Parties. The parties hereto are independent contractors. Nothing in this EULA will be
deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the
parties.
9.4
Compliance with Export Control Laws. The Software will only be delivered to Customer in the
United States and may be subject to export control regulations of the United States and other countries, with
which Customer will comply.
9.5
Assignments. Customer may not assign or transfer, by operation of law, merger or otherwise, any of
its rights or delegate any of its duties under this EULA (including without limitation, its licenses with respect to
the Software) to any third party without AirTight
’
s prior written consent. Any attempted assignment or
transfer in violation of the foregoing will be void. AirTight may assign its rights or delegate its obligations
under this EULA.
9.6
U.S. Government End Users. The Software and any other software covered under this EULA, are
“
commercial items
”
as that term is defined at 48 C.F.R. 2.101, consisting of
“
commercial computer software
”
and
“
commercial computer software documentation
”
as such terms are used in 48 C.F.R. 12.212. Consistent
with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the
Software and any other software and documentation covered under this EULA with only those rights set forth
therein.
9.7
Governing Law and Venue. This EULA will be governed by the laws of the State of California. The
United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA. Any
action or proceeding arising from or relating to this EULA must be brought exclusively in a federal or state
court seated in Santa Clara, California, and in no other venue. Each party irrevocably consents to the personal
jurisdiction and venue in, and agrees to service of process issued by, any such court. Notwithstanding the
foregoing, AirTight reserves the right to file a suit or action in any court of competent jurisdiction as AirTight
deems necessary to protect its intellectual property and proprietary rights.
9.8
Force Majeure. Any delay in or failure of performance by either party under this EULA, other than a
failure to pay amounts when due, will not be considered a breach of this EULA and will be excused to the
extent caused by any occurrence beyond the reasonable control of such party.
9.9
Remedies. Except as provided in Sections 6, 7 and 8, the parties' rights and remedies under this EULA
are cumulative. Customer acknowledges that the Software contains valuable trade secrets and proprietary
information of AirTight, that any actual or threatened disclosure or misapplication of such Software will
constitute immediate, irreparable harm to AirTight for which monetary damages would be an inadequate
remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to
