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License Agreement ix
b. Upon failure of (1), (2) or (3) above, despite the reasonable efforts of ADIC, Licensee
may terminate this License only with respect to the Software adversely affected by
such action or claim. Upon such termination ADIC will promptly refund to Licensee
any License Fees paid and other payments made for the adversely affected Software.
ADIC may deduct from the refund a fair market value for usage, which will be a
pro rata share of the License charge for the time period used, assuming a three (3)
year straight line depreciation with no salvage value.
c. Notwithstanding the foregoing ADIC has no liability if any such claim or suit is based
upon or arises out of: 1) alterations of the Software by Licensee or any third party; 2)
Licensee's failure to install updated Software provided by ADIC for avoiding such
infringement; 3) use of the Software in combination with apparatus or software not
furnished by ADIC; 4) use of the Software in a manner for which it was neither
designed nor contemplated; 5) third party software embedded in the Software; 6)
Software modified by ADIC for Licensee in accordance with Licensee's
specifications or requests; or 7) a patent, trademark or copyright in which Licensee or
any of its affiliates or subsidiaries has a direct or indirect interest by license or
otherwise.
Term and Termination
a. Term. The term of this License is perpetual, unless terminated by ADIC as provided
herein.
b. Termination. This License commences on the Effective Date and will continue in
perpetuity unless Licensee fails to comply with any of the material conditions of this
License. ADIC may, after allowing Licensee a reasonable time to cure its default,
terminate this License upon written notice to the Licensee. Within thirty (30) days
after termination of this License, Licensee will certify, in writing, to ADIC, that
Licensee has discontinued the use of all Software; and either destroyed or, at ADIC’s
election, returned to ADIC the original and all copies of the Software and
Documentation in any form maintained by Licensee.
c. Termination for Cause. A violation of any provision of Paragraph 3. above will be
deemed a material breach and the basis for immediate termination of this License.