Terra 3E - Ocean

15.0 Assignment
You may not assign the Agreement or any of Your rights or obligations under the
Agreement without the express prior written consent of Company, and, if consent is
granted, You agree to be responsible for the assignee’s strict adherence to all terms
and conditions of the Agreement. Company may assign the Agreement and any of
its rights and obligations under the Agreement to any affiliated company or to its
successor in interest in the event of a merger, corporate reorganization, or sale of all
or substantially all of its assets relating to its business to which the Agreement
pertains.
16.0 Third Party Beneficiaries
You acknowledge that the third party software vendors of Embedded Software are
third party beneficiaries to the Agreement and have the right to enforce the terms
and conditions of the Agreement against You as a third party beneficiary as they
relate to Embedded Software.
17.0 Audit Rights
From time to time, and with reasonable notice and during normal business hours,
Company may audit Your books and records, Your facilities and authorized
computers where the Company Software may be located solely to confirm the
appropriate use of the Company Software in accordance with the terms of the
Agreement. Audit rights shall also extend to the review to ensure the proper use of
any Embedded Software.
18.0 Export Regulations
You have been licensed to use the Company Software in the country where it was
delivered to You. The export, re-export, or other sharing of the Company Software
to or with certain countries may be restricted under the export controls and economic
sanctions laws and regulations of the United States of America, European Union
(including the national laws and regulations of its Member States), or other
applicable jurisdictions (including, without limitation, the U.S. Export Administration
Regulations, 31 C.F.R. §§ 730-774, the U.S. economic sanctions regulations, 31
C.F.R. Ch. V, the International Traffic in Arms Regulations, 22 C.F.R. §§ 120-130,
and European Council Regulation No. 428/2009 of 5 May 2009). The Company
Software also is restricted for export or re-export to persons or entities designated
under the U.S. Department of Treasury’s Specially Designated Nationals List, the
U.S. Department of Commerce Denied Person’s List and Entity List, and other
restricted parties lists published by the United States, European Union, and the
governments of other jurisdictions. You are responsible for complying with all
applicable trade control regulations with respect to the export, re-export, or other
sharing of the Company Software.
19.0 Publicity and Public Disclosures
You may not, without first obtaining Company’s prior written approval, use any
Company trade names, trade marks, service marks, company names or other trade
designations in any of Your press releases, advertising literature, or corporate
information disclosures (including financial reports and government regulated
information disclosures) unless expressly required by applicable law.
20.0 Waiver
Waiver of any provision or right under the Agreement does not constitute a
permanent waiver or forbearance of such provision or right.
21.0 Commercial Items
The Company Software is a “Commercial Item” 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 or 48 C.F.R.
§227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R.
§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software
and Commercial Computer Software Documentation are being licensed to U.S.
Government end users (a) only as Commercial Items and (b) with only those rights
as are granted to all other end users pursuant to the terms of the Agreement.
22.0 Miscellaneous Provisions
Nothing in the Agreement affects any statutory rights of consumers that cannot be
waived or limited by contract. The Agreement represents the entire agreement and
understanding between You and the Company with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to such subject matter, and there are no other representations,
understandings or agreements relative to such subject matter. You have not relied
upon any representations, oral or written, except as are made in the Agreement.
The article and section headings contained in the Agreement are inserted for
convenience only and will not affect in any way the meaning or interpretation of the
Agreement. References to Clauses refer to the sections of these terms and
conditions. With respect to Company Software, the term "purchase" or “sale” means
only "license” or “right to use”, and will under no circumstances be interpreted as the
transfer of property title to the software. The words “include” and “including” shall
not be construed as terms of limitation. The words “shall” and “will” are expressions
of command, not merely expressions of future intent or expectation. The words
“hereof”, “herein” and “hereunder” and words of similar import referring to the
Agreement refer to the Agreement as a whole and not to any particular provision of
the Agreement. Unless otherwise expressly stated, the words “day,” “month,” and
“year” mean, respectively, calendar day, calendar month and calendar year. Any
modification or amendment to the Agreement must be in writing and signed by the
authorized representatives of Company and You. Should any provision of the
Agreement be invalid or unenforceable, the remainder of the provisions will remain in
effect. Notwithstanding any oral or written statement made by You, any
Confirmation, Company’s acceptance of the Order or other documents from You
does not in any way whatsoever constitute acceptance of Your terms and conditions,
and such terms and conditions are not a part of the agreement between You and
Company unless Company expressly agrees in writing to accept such terms and
conditions. Any terms of the Agreement that by their nature extend beyond any
termination of the Agreement shall remain in effect until fulfilled, and apply to both
Parties’ respective successors and assigns.
END OF LICENSE TERMS AND CONDITIONS
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