END-USER LICENSE AGREEMENT (“EULA”)
Waypoint Software 8.80 User Manual v7 15
11.AUDIT
NovAtel shall have the right, during your normal business hours, to audit your use of the Software and Data Ser-
vices and your compliance with the provisions of this EULA. NovAtel will provide You with ten (10) business
days prior written notice of an audit. The right of audit shall be limited to twice per calendar year. Prior to the start
of an audit, NovAtel’s personnel will sign a reasonable non-disclosure agreement provided by You. During the
audit, You shall allow NovAtel’s personnel to be provided reasonable access to both your records and personnel.
The cost of the audit shall be paid by NovAtel unless the results of the audit indicate that (a) You are in breach of
the terms of this EULA, or (b) You have underpaid fees to NovAtel, in which case, You agree to promptly pay
NovAtel such fees at the price previously agreed to for the Software license or software subscription plus
interest on such underpayments from the original due date at the lesser of two percent (2%) per month or the
highest rate allowed by applicable law, and You further agree to bear all costs associated with the audit.
12.INDEMNIFICATION
NovAtel nor its affiliates shall not be liable to indemnify You against any loss sustained by it as the result of any
claim made or action brought by any third party for infringement of any intellectual property breaches including let-
ters patent, registered design or like instrument of privilege by reason of the use or application of the Software
and any Data Services by You or any other information supplied or to be supplied to You pursuant to the terms of
this EULA. NovAtel shall not be bound to take legal proceedings against any third party in respect of any claim of
infringement of intellectual property including letters patent, registered design or like instrument of privilege
which may now or at any future time be owned by it. However, should NovAtel elect to take such legal pro-
ceedings, at NovAtel's request, You shall co-operate reasonably with NovAtel in all legal actions concerning this
license of the Software and any Data Services under this EULA taken against any third party by NovAtel to pro-
tect its rights in the Software and any Data Services. NovAtel shall bear all reasonable costs and expenses
incurred by You in the course of co-operating with NovAtel in such legal action.
NovAtel nor its affiliates shall be under no obligation or liability of any kind (in contract, tort or otherwise and
whether directly or indirectly or by way of indemnity contribution or otherwise howsoever) to You and You will
indemnify and hold NovAtel and its affiliates harmless against all or any loss, damage, actions, costs, claims,
demands and other liabilities or any kind whatsoever (direct, indirect, incidental, consequential, punitive, special
or otherwise) arising directly or indirectly out of or by reason of your use of the Software and/or Data Services
whether the same shall arise in consequence of any such infringement, deficiency, inaccuracy, error or other
defect therein and whether or not involving negligence on the part of any person. Except as required by applic-
able law, no claim, regardless of form, arising out of or in connection with this EULA may be brought by You
more than one (1) year after the cause of action has occurred.
13.LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOVATEL, ITS
AFFILIATES, ITS AND THEIR EMPLOYEES OR LICENSORS BE LIABLE FOR ANY LOST PROFITS,
REVENUE, SALES, DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,
PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS
INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER,
PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING
UNDER CONTRACT, TORT, NEGLIGENCE OR OTHER THEORY OF LIABILITY ARISING OUT OF THE
USE OF OR INABILITY TO USE THE SOFTWARE AND/OR DATA SERVICES, EVEN IF NOVATEL, ITS
AFFILIATES, ITS AND THEIR EMPLOYEES OR ITS LICENSORS ARE ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. BECAUSE SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, THE
LIABILITY OF NOVATEL, ITS AFFILIATES, ITS AND THEIR EMPLOYEES OR LICENSORS SHALL BE
LIMITED TO THE SUM THAT YOU PAID FOR THE LICENSE.