INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY THIRD PARTY, EVEN IF ANY METLOGIX REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. IN ANY EVENT, METLOGIX’ AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS, AND CERTIFICATE AUTHORITIES UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVENT IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT THE FORECOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME JURISDICTIONS. YOU MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. METLOGIX DOES NOT SEEK TO LIMIT YHOUR WARRANTY OR REMEDIES TO ANY EXTENT NOT You acknowledge that the Software is subject to the U.S. Export Administration Regulations and other export laws, restrictions, and regulations (collectively the “Export Laws”) and that you will comply with the Export Laws. You will not ship, transfer, export, or re-export the Software, directly or indirectly, to: (a) any countries that are subject to US export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria) (each, an “Embargoed Country”), (b) any end user who you know or have reason to know will utilize them in design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (each, a “Prohibited Use”), or (c) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government (each, a “Sanctioned Party”). In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Software. You represent and warranty that (i) you are not a citizen of, or located within, an Embargoed Country, (ii) you will not use the Software for a Prohibited Use, and (iii) you are not a Sanctioned Party. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement. 10. General Provisions If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which will remain valid and enforceable according to its terms. This Agreement may only be modified in writing, signed by an officer of MetLogix, Inc. The English version of this Agreement will be the version used when interpreting or construing this Agreement. This is the entire Agreement between MetLogix and you relating to the Software and it supersedes any prior representations, discussion, undertakings, communications, or advertising relating to the Software. 11. Notice to U.S. Government End Users PERMITTED BY LAW. 9. Export Rules For U.S. Government End Users, MetLogix agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence will be incorporated by reference in this Agreement. 12. Compliance with Licenses If you are a business, company, or organization, you agree that, in addition to any license compliance checking performed by the Software, MetLogix or its authorized representative have the right, no more than once every twelve (12) months, upon ten (10) days’ prior notice to you, to inspect your records, systems, and facilities to verify that your use of any and all MetLogix software is in conformity with your valid licenses from MetLogix. For example, MetLogix has the right to those of your records useful to determine whether installations of the Software have, or have not, been serialized, and you shall provide such records to MetLogix promptly upon request by MetLogix. Additionally, 99
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