Worth, Texas 76155, and its licensors, if any. 2. UNIDEN CODE LICENSE GRANTS (A) You may utilize the Uniden Code on an cas is d, at-will, royalty-free, personal, non-assignable, non-exclusive basis solely for the purpose of creating software or firmware products intended to extend the functionality of Uniden scanner products, or provide compatibility of Uniden scanner products with a PC or other control devices.<br><br> (B) You agree that the Uniden Code will not be used to create a competing scanner product. (C) You agree not to use the Uniden Code functionality for purposes other than to control one or more of the Uniden scanner models to which the codes apply. (D) You acknowledge that the Uniden Code is provided cas-is d and that Uniden has no obligation to provide any additional support in the use of the Uniden Code beyond the disclosed documentation.<br><br> (E) User acknowledges that, while reasonable efforts have been taken to ensure accuracy in the supplied documentation, said documents have been subjected to one or more translation stages that might have resulted in unclear, inaccurate, or incomplete information and that Uniden is under no obligation to correct or clarify supplied documentation of the Uniden Code. (F) You acknowledge that the Uniden Code is the sole property of Uniden. (G) You agree that the Uniden Code, documentation thereof and the related information provided by Uniden are confidential and proprietary information of Uniden (collectively cUniden Confidential Information d).<br><br> (H) You agree to mark any software containing all or part of the Uniden Code, and the written user materials accompanying units that incorporate Uniden Code with notices indicating, cThis product contains Uniden proprietary and/or copyright control codes. Used with permission. d (I) You agree that this EULA does not need to be signed for it to take effect. (J) You agree to use the Uniden Code in its regular and proper manner.<br><br> (K) You acknowledge that Uniden may update, modify or revise the Uniden Code at any time and shall not be obligated to provide such updates, modifications or revisions to you. (L) You acknowledge that the permission granted herein does not constitute endorsement by Uniden of any software or firmware products you may create in accordance with the purpose stated in section A herein; and you are solely responsible for the configuration of said software or firmware and/or any service matters relating to said software or firmware and/or any Uniden Code used with said software or firmware. (M) This license is personal to you and you may make copies of the Uniden Code only for your personal use.<br><br> (N) You agree that Uniden may audit your use of the Uniden Code for compliance with these terms at any time. (O) You agree and represent that any products you create which incorporate the Uniden Code are in compliance with all applicable laws. (P) You shall defend, indemnify and hold harmless Uniden, its subsidiaries and affiliates, and all agents, employees, officers and directors of Uniden, its subsidiaries and affiliates, from all expenses, losses, costs, damages or liability (including reasonable attorneys 9 fees and court costs and expenses) arising out of or in connection with any claim or action in connection with the use of any products you create which incorporate the Uniden Code.<br><br> 3. LICENSE RESTRICTIONS (A) Other than as set forth in Section 2 of this EULA, you may not make or distribute copies of the Uniden Code, or electronically transfer the Uniden Code from one computer to another or over a network. (B) You may not alter, merge, modify, adapt or translate the Uniden Code, or decompile, reverse engineer, disassemble, or otherwise reduce the Uniden Code to a human-perceivable form.<br><br> (C) You may not sell, rent, lease, assign or sublicense the Uniden Code. (D) You may not modify the Uniden Code or create derivative works based upon the Uniden Code. (E) You may not export the Uniden Code into any country prohibited by the United States Export Administration Act and the regulations thereunder.<br><br> (F) In the event that you fail to comply with this EULA, Uniden may terminate the license and you must destroy all copies of the Uniden Code (with all other rights of both parties and all other provisions of this EULA surviving any such termination). 4. OWNERSHIP The foregoing license gives you limited license to use the Uniden Code.<br><br> Uniden retains all right, title and interest, including all copyright and intellectual property rights, in and to, the Uniden Code or any derivative works, including but not limited to the structure and organization of the Uniden Code, and all copies thereof. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by Uniden. Uniden reserves the right to terminate this license at any time.<br><br> 5. WARRANTY DISCLAIMER (A) THE UNIDEN CODE IS PROVIDED TO YOU ON AN cAS-IS d BASIS. UNIDEN PROVIDES NO TECHNICAL SUPPORT OR WARRANTIES FOR THE UNIDEN CODE.<br><br> (B) UNIDEN AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF SATISFACTORY QUALITY, INTEGRATION, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND TITLE OR QUIET ENJOYMENT. UNIDEN DOES NOT WARRANT THAT THE UNIDEN CODE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.<br><br> NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. (C) IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE UNIDEN CODE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF DELIVERY. (D) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UNIDEN, ITS DEALERS, SUPPLIERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.<br><br> 6. LIMITATION OF LIABILITY (A) NEITHER UNIDEN NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES ((INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE UNIDEN CODE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF UNIDEN OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. (B) UNIDEN'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $10 OR THE AMOUNT PAID BY YOU FOR THE UNIDEN CODE THAT CAUSED SUCH DAMAGE.<br><br> (C) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA. 7. COMPLIANCE WITH LAWS Uniden and its affiliates, which offer the Uniden Code to you, are headquartered in the United States.<br><br> Uniden makes no representation that the Uniden Code is appropriate or legal for use inside or outside the United States. You are responsible for all compliance with your local laws, and use of the Uniden Code where illegal is expressly prohibited. 8.<br><br> GOVERNING LAW AND VENUE This EULA shall be interpreted, construed and governed by the laws of the State of Texas, USA, without reference to its laws relating to conflicts of law and not including the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Venue for all disputes arising under this Agreement shall lie exclusively in the District Courts of the State of Texas in Tarrant County or the Federal District Courts of the Northern District of Texas (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts. Notwithstanding the foregoing, however, Uniden shall have the right to commence and prosecute any legal or equitable action or proceeding before any non-US court of competent jurisdiction to obtain injunctive or other relief in the event that, in the opinion of Uniden, such action is necessary or desirable.<br><br> 9. GENERAL PROVISIONS. This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.<br><br> You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Uniden Code licensed hereunder shall be of no effect. The failure or delay of Uniden to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach. If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.<br><br> All questions concerning this EULA shall be directed to: Uniden America Corporation, 4700 Amon Carter Boulevard, Fort Worth, Texas 76155. UNIDEN and other trademarks contained in the Uniden Code are trademarks or registered trademarks of Uniden America Corporation in the United States and/or other countries. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Uniden Code.<br><br> This EULA does not authorize you to use the UNIDEN name or any of their respective trademarks. Trademarks and registered trademarks: All products or service names mentioned in the Uniden Code are trademarks or registered trademarks of Uniden America Corporation. Copyright © 2003-2004 Uniden America Corporation ALL RIGHTS RESERVED<br><br>

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