3.0 TERMINATION
3.1 Termination
. This Agreement and the license granted hereunder automatically terminates if
Licensee breaches any provision of this Agreement. Eaton may terminate this license at any time with
or without cause.
3.2 Effect of Termination
. Immediately upon termination of this Agreement or the license granted
hereunder, Licensee will cease using the product. The parties’ rights and obligations under the
following sections of this Agreement will survive termination of this Agreement: Article 1.0, Section
2.1, Section 2.3, Section 2.4, Article 3.0, Article 4.0 and Article 5.0.
4.0 INFRINGEMENT AND WARRANTIES
4.1 Infringement
. If Licensee learns of a threat, demand, allegation, or indication that the UPS with its
firmware infringes or misappropriates any third party intellectual property rights (including but not
limited to any patent, copyright, trademark, trade dress, or trade secret) (“Intellectual Property
Claim”), Licensee will notify Eaton promptly of such claim. Eaton may, in its sole discretion, elect to
assume sole control of the defense and settlement of said Intellectual Property Claim and Licensee
will provide reasonable information and assistance to Eaton for the defense of such claim.
4.2 Disclaimer of Warranties
. THE FIRMWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF
ANY KIND, . EATON DOES NOT WARRANT THAT THE FIRMWARE WILL BE ERROR-FREE OR
SECURE FROM UNAUTHORIZED ACCESS. THE LICENSEE EXPRESSLY ACKNOWLEDGES THAT
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE USE OF THE PRODUCT IS AT LICENSEE’S
SOLE RISK.
5.0 GENERAL PROVISIONS
5.1 Update Policy
. Eaton may from time to time, but has no obligation to, create Updates of the
Firmware or components thereof.
5.2 Limitation on Liability
. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE
CONTRARY, LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT EATON, ITS AFFILIATES,
AND ITS LICENSORS, WILL NOT BE LIABLE FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY
LICENSEE OR ANY THIRD PARTY, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.
THIS WILL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED
DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS
OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR
OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY LICENSEE
OR ANY THIRD PARTY. THESE LIMITATIONS ON EATON’S LIABILITY WILL APPLY WHETHER OR
NOT EATON HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF
ANY SUCH LOSSES ARISING. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF
EATON, ITS AFFILIATES, AND ITS LICENSORS, FOR ANY CLAIMS UNDER THESE TERMS,
INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT PAID FOR THE UPS.
THIS SECTION 5.2 STATES EATON’S ENTIRE LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE
REMEDY UNDER THIS AGREEMENT, AND IS SUBJECT TO ALL LIMITATIONS STATED IN SECTION
4.2.
5.3 Notices
. All notices required to be sent hereunder will be in writing and will be deemed to have
been given when mailed by first class mail to the address shown below:
LICENSE NOTICES:
Eaton Intelligent Power Limited
Eaton House,
30 Pembroke Road,
Dublin 4, D04 Y0C2,
Ireland
