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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 andsubscription renewals will be licensed under the 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 whale or in part, to (i) any US embargoed country; (ii) 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 import/export control laws of
<br />regulations including, but not limited to, the termsof any import/export license or license exemptionand any
<br />amendments and supplemental additions to those importlexport laws as they may occur from time to time.
<br />9.3 Taxes and Fees, Shipping Charges. Licenu 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 shallnot 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 of the 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 Aztecs 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 Aztecs Systems, provided the government customer assents to the farms of this License
<br />Agreement.
<br />9.7 Survival of Terms. The provisions of Articles 2, S, 6, 7, g, 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, ht the event of suchbreach, in addition to any and all remedies at law, Azteca Systems shall have the
<br />right to seek an injunction, specific perfonnaace, or other equitable relief in any court of competentiurisdi€tion.
<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, Aziece.
<br />Systems licenses Products to Licensee in accordance with this License Agreement under FAR Subparts
<br />12.211/12.212 or DFARS Subpart227.7202. Arteca Sysiems Data and Online Services are licensed tinder 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 Licensees use, reproduction, or disclosure of Products.
<br />Aztecs Systems Sell ware source code is unpublished, and all rights to Products are reserved by Aztecs Systema 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 holdsthal Licensee has
<br />greater rights to any portion of Products under applicable public procurement law, such rights shall extend only to tine
<br />portions affected.
<br />9.10 Governing Law, Disputes, 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 laws haII govern in matters ofintelIectuaI property. Except as provided in Section 9.8, any dispute
<br />Standard License d Maintenance Agreement Page? of 14 10116ed.
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