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8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF AZTECA SYSTEMS WITH RESPECT TO
<br />INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF
<br />ANY THIRD PARTY.
<br />ARTICLE 9—GENERAL PROVISIONS
<br />9.1 Future Updates. New or updated Products and subscription renewals will be licensed underthe then -current
<br />Azteca Systems license terms and conditions included with the deliverable Products.
<br />9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, re-
<br />export, import, transfer, or release Products, in whole or in part, to (i) any US embargoed country; (zi) any person on
<br />the US Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the US Commerce
<br />Department's Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity or into any country
<br />where such export, re-export, or import violates any US, local, or other applicable importlexport control laws or
<br />regulations including, but not limited to, the terms of any import/export license or license exemption and any
<br />amendments and supplemental additions to those import/export laws as they may occur from time to time.
<br />9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees,
<br />including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and
<br />handling charges.
<br />9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be
<br />deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
<br />9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for
<br />any reason, such provision shall be reformed only to the extent necessary to make the intent ofthe language
<br />enforceable.
<br />9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate licensee's
<br />obligations under this License Agreement without Azteca Systems' prior written consent, and any attempt to do so
<br />without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of
<br />the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to
<br />deliver Products may assign this License Agreement and Products acquired for delivery to its government customer
<br />upon written notice to Azteca Systems, provided the government customer assents to the terms of this License
<br />Agreement.
<br />9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement, and the provisions
<br />of section 4.1 of Addendum 2, shall survive the expiration or termination of this License and Maintenance Agreement.
<br />9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable
<br />damage and that, in the event of such breach, in addition to any and all remedies at law, Azteca Systems shall have the
<br />right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction.
<br />9.9 US Government Licensee. The Products are commercial items, developed at private expense, provided to
<br />Licensee under this License Agreement. If Licensee is a US government entity or US government contractor, Azteca
<br />Systems licenses Products to Licensee in accordance with this License Agreement under FAR Subparts
<br />12.211/12.212 or DFARS Subpart 227.7202. Azteca Systems Data and Online Services are licensed under the same
<br />subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. The commercial
<br />license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure of Products.
<br />Aztecs Systems Software source code is unpublished, and all rights to Products are reserved by Azteca Systems and
<br />its licensors. Licensee may transfer Software to any licensed government procuring agency facility to which
<br />computer(s) on which Software is installed are transferred. If any court, arbitrator, or board holds that Licensee has
<br />greater rights to any portion of Products under applicable public procurement law, such rights shall extend only to the
<br />portions affected.
<br />9.10 Governing Law, Disputa, and Arbitration. This License Agreement shall be governed by and construed
<br />in accordance with the laws of the State of California without reference to conflict of laws principles, except that
<br />US federal law shall govern in matters of intellectual property. Except as provided in Section 9.8, any dispute
<br />Standard License & Maintenance Agreement Page 7 of 14 10/16ed.
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