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express or implied obligation to provide any technical or other support for such software other than compliance
with the applicable license terms of such third party, and makes no warranty (express, implied or statutory)
whatsoever with respect thereto. Please contact the appropriate software vendor or manufacturer directly for
technical support and customer service related to its software and products.
5.
Confidentiality
You acknowledge that the Software contains proprietary trade secrets of ZyXEL and you hereby agree to maintain
the confidentiality of the Software using at least as great a degree of care as you use to maintain the
confidentiality of your own most confidential information.
You agree to reasonably communicate the terms and
conditions of this License Agreement to those persons employed by you who come into contact with the
Software, and to use reasonable best efforts to ensure their compliance with such terms and conditions,
including, without limitation, not knowingly permitting such persons to use any portion of the Software for the
purpose of deriving the source code of the Software.
6.
No Warranty
THE SOFTWARE IS PROVIDED "AS IS."
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZyXEL DISCLAIMS
ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT.
ZyXEL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE
WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE
ERROR FREE, OR IN AN UNINTERUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE
WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM.
SOME
JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT
APPLY TO YOU.
IF THIS EXCLUSION IS HELD TO BE UNENFORCEABLE BY A COURT OF COMPETENT
JURISDICTION, THEN ALL EXPRESS AND IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO A
PERIOD OF THIRTY (30) DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE, AND NO WARRANTIES
SHALL APPLY AFTER THAT PERIOD.
7.
Limitation of Liability
IN NO EVENT WILL ZyXEL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR
EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF
BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR
PROGRAM, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF ZyXEL HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. ZyXEL's TOTAL AGGREGATE LIABILITY WITH RESPECT TO ITS
OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND
DOCUMENTATION OR OTHERWISE SHALL BE EQUAL TO THE PURCHASE PRICE, BUT SHALL IN NO EVENT
EXCEED THE PRODUCT
’S
PRICE.
BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY
NOT APPLY TO YOU.
8.
Export Restrictions
THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY APPLICABLE LAWS, REGULATIONS,
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ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT OF THE SOFTWARE OR INFORMATION ABOUT SUCH
SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME.
YOU SHALL NOT EXPORT THE SOFTWARE,
DOCUMENTATION OR INFORMATION ABOUT THE SOFTWARE AND DOCUMENTATION WITHOUT COMPLYING
WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.
YOU AGREE TO INDEMNIFY ZyXEL
AGAINST ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE
ATTORNEYS' FEES, TO THE EXTENT SUCH CLAIMS ARISE OUT OF ANY BREACH OF THIS SECTION 8.
9.
Audit Rights
ZyXEL SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE, UPON REASONABLE PRIOR NOTICE, TO
PERIODICALLY INSPECT AND AUDIT YOUR RECORDS TO ENSURE YOUR COMPLIANCE WITH THE TERMS AND
CONDITIONS OF THIS LICENSE AGREEMENT.
10.
Termination
This License Agreement is effective until it is terminated.
You may terminate this License Agreement at any time
by destroying or returning to ZyXEL all copies of the Software and Documentation in your possession or under
your control.
ZyXEL may terminate this License Agreement for any reason, including, but not limited to, if ZyXEL
finds that you have violated any of the terms of this License Agreement.
Upon notification of termination, you
agree to destroy or return to ZyXEL all copies of the Software and Documentation and to certify in writing that all
known copies, including backup copies, have been destroyed.
All provisions relating to confidentiality,
proprietary rights, and non-disclosure shall survive the termination of this Software License Agreement.
11.
General
This License Agreement shall be construed, interpreted and governed by the laws of Republic of China without
regard to conflicts of laws provisions thereof.
The exclusive forum for any disputes arising out of or relating to
this License Agreement shall be an appropriate court or Commercial Arbitration Association sitting in ROC,
Taiwan if the parties agree to a binding arbitration.
This License Agreement shall constitute the entire
Agreement between the parties hereto.
This License Agreement, the rights granted hereunder, the Software and
Documentation shall not be assigned by you without the prior written consent of ZyXEL.
Any waiver or
modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto.
If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the
remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.
NOTE: Some components of this product incorporate free software programs covered under the open source
code licenses which allows you to freely copy, modify and redistribute the software. Please refer to this URL to
get more GPL information: http://us.zyxel.com/opensource. For at least three (3) years from the date of
distribution of the applicable product or software, we will give to anyone who contacts us at the ZyXEL Technical
Support ([email protected]), for a charge of no more than our cost of physically performing source code
distribution, a complete machine-readable copy of the complete corresponding source code for the version of the
Programs that we distributed to you if we are in possession of such.

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