FLEX-6000 Signature Series – Maestro User Guide
Copyright 2024 FlexRadio, Inc. All Rights Reserved. | Page 205
accordance with this Agreement, infringes a United States copyright and FlexRadio, Inc. shall pay all costs,
settlements, and damages finally awarded as a result of such claim; provided, that You promptly notify
FlexRadio, Inc. in writing of any claim, give FlexRadio sole control of the defense and settlement thereof
and provide all reasonable assistance in connection therewith. If the API is finally adjudged to so infringe,
or in FlexRadio’s opinion is likely to become the subject of such a claim, FlexRadio shall, at its option, either:
a. procure for You the right to continue using the API,
b. modify or replace the API to make it non-infringing, or
c. terminate this Agreement and Your rights to use the API.
FlexRadio, Inc. shall have no liability regarding any claim arising out of: (multiFLEX) use of other than a
current, unaltered release of the API unless the infringing portion is also in the then current, unaltered
release, (x) use of the API in combination with non-FlexRadio, Inc. software, data or equipment if the
infringement was caused by such use or combination, (multiFLEX) any modification or derivation of the API
not specifically authorized in writing by FlexRadio, or (z) use of third party software. THE FOREGOING
STATES THE ENTIRE LIABILITY OF FLEXRADIO, INC. AND THE EXCLUSIVE REMEDY FOR LICENSEE RELATING
TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER PROPRIETARY RIGHT BY
THE API.
Except for the foregoing infringement claims, You shall indemnify and hold harmless FlexRadio, Inc. and
their officers, agents, and employees from and against any claims, demands, or causes of action
whatsoever, including without limitation those arising on account of Your use of or modification or
enhancement of the API or otherwise caused by, or arising out of, or resulting from, the exercise or practice
of the license granted hereunder by You, Your Subsidiaries or their officers, employees, agents or
representatives, including without limitation any claims arising as a result of any software created by You
using the API. In such a case, FlexRadio, Inc. will provide You with written notice of such claim, suit, or
action.
5. INTELLECTUAL PROPERTY RIGHTS
1. “Intellectual Property Rights” shall mean any and all rights existing under patent law, copyright law,
semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition
law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all
applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect
worldwide. As between You and FlexRadio, Inc., You acknowledge that FlexRadio owns all rights, title, and
interest, including without limitation all Intellectual Property Rights, in and to the API, including but not
limited to the FlexRadio API and any data accessed by virtue of the FlexRadio API, and that You shall not
acquire any right, title, or interest in or to the API, except the limited license expressly set forth in this
Agreement.
2. Trademarks. Unless specifically agreed in writing, You have no right to use any Trademarks of FlexRadio,
Inc. for any purpose; provided, however, that You are permitted to discuss, both verbally and in writing,
your use of the API and the software you create that interoperates with the SmartSDS software.
Notwithstanding the foregoing, statements implying endorsement of Your software by FlexRadio or
disparaging statements about the API, SmartSDR, or FlexRadio are prohibited and would be deemed a
breach of this Agreement. For purposes of this Agreement, “Trademarks” shall be defined as the
trademarks, trade names, logos, and domain names, along with any other distinctive brand features of each
party. Except as set forth in this Section 5, nothing in this Agreement shall grant or shall be deemed to grant
to one party any right, title, or interest in or to the other party’s Trademarks.
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