Philips HMP5000 Инструкция по эксплуатации онлайн [71/79] 25925

even in the event of merger, re-organization, or when a third party purchases all or

substantially all of Licensee’s assets. Subject to the foregoing, this Agreement will be

binding upon and will inure to the beneﬁt of the parties and their respective permitted

successors and assigns.

6. LIMITATIONS OF MIPS’ SUPPORT-RELATED OBLIGATIONS

This Agreement does not entitle Licensee to hard-copy documentation or to support,

training or maintenance of any kind from MIPS, including documentary, technical, or

telephone assistance.

7. TERM AND TERMINATION

(a) This Agreement shall commence on the Effective Date. If Licensee fails to perform

or violates any obligation under this Agreement, then upon thirty (30) days written

notice to Licensee specifying such default (the “Default Notice”), MIPS may terminate

this Agreement without liability, unless the breach speciﬁed in the Default Notice has

been cured within the thirty (30) day period. This 30-day period may be extended upon

mutual, written consent between the parties.

(b) Upon the termination of this Agreement due to Licensee’s material breach hereof,

Licensee shall (1) immediately discontinue use of the MIPS Deliverables, (2) promptly

return all MIPS Deliverables to MIPS, (3) destroy all copies of MIPS Deliverables made

by Licensee, and (4) destroy all copies of derivative works of MIPS Deliverables made

by Licensee while in breach of this Agreement. All licenses granted hereunder shall

terminate as of the effective date of termination.

termination, including but not limited to Sections 3 - 16, will remain in effect after

expiration or termination hereof. Subject to Licensee’s compliance with the surviving

sections of this Agreement identiﬁed herein, any sublicenses rightfully granted and

derivative works rightfully developed pursuant to Section 2 shall survive the termination

of this Agreement.

8. DISCLAIMER OF WARRANTIES

THE MIPS DELIVERABLES ARE PROVIDED “AS IS”. MIPS MAKES NO WARRANTIES

WITH REGARD TO ANY OF THE MIPS DELIVERABLES, AND EXPRESSLY

DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR

OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-

INFRINGEMENT OF THIRD PARTY RIGHTS.

9. LIMITATION OF LIABILITY AND REMEDY

(a) Licensee acknowledges the MIPS Deliverables are provided to Licensee only for the

purpose set forth in Section 2. Licensee shall hold harmless and indemnify MIPS from any

and all actual or threatened liabilities, claims or defenses based on the sublicensing, use,

copying, installation, demonstration and/or modiﬁcation of any of the MIPS Deliverables

by Licensee, any sublicensee of Licensee or any party on their behalf. Licensee shall have

sole responsibility for adequate protection and backup of any data and/or equipment

used with the MIPS Deliverables, and Licensee shall hold harmless and indemnify MIPS

from any and all actual or threatened liabilities, claims and defenses for lost data, re-run

time, inaccurate output, work delays or lost proﬁts resulting from use and/or modiﬁcation