Mercedes-Benz XENTRY Diagnosis Kit 4 Guide Utilisateur page 100

for the Downgrade Software to capture and install the Downgrade Image on the Downgrade Image
System.
(c) An Enterprise Customer must provide an image that includes Downgrade Software to the Company.
(d) Company may choose not to provide a Recovery Solution.
5. Indemnity. Company will indemnify and defend Microsoft and Microsoft Affiliates from and against any
damages, claims, costs, judgments (or settlements to which Company consents) and expenses (including
reasonable attorneys' fees) arising from any unlicensed software on the Downgrade Image (including all
Microsoft software, unless Company has taken commercially reasonable steps to verify the Enterprise
Customer has a valid license for those products). Microsoft reserves the right, in its sole discretion, to
assume at any time the defense of any such claim arising from any unlicensed Microsoft software installed
on the Downgrade Image. Any amount due to Microsoft or Microsoft Affiliates under this section will be
reduced by the amount, if any, of any Default Charges already paid to Microsoft by Company for the
unlicensed software products on the Downgrade Image(s). The indemnity in this section will survive
termination or expiration of the Agreement.
6. No Support. Microsoft has no obligation to provide support for Downgrade Software under this Agreement.
7. Other Duties. Company must comply with the Agreement with respect to the release of any required
Updates for the Product included in the Downgrade Image.
8. Processor Requirements. A Downgrade Image System must meet both: (i) the Processor Requirements for
the licensed Product eligible for downgrade; and (ii) the Processor Requirements for the Downgrade
Software. For clarity, if Downgrade Image System has a Processor that does not meet the Processor
Requirements for the Downgrade Software requested, Company may not Distribute the Downgrade Image
System.
43. Field Upgrade Rights. The terms of the CLA Field Upgrade Rights Schedule are hereby replaced with the
following:
1. ADDITIONAL DEFINITIONS.
"Existing Image" means
(1) an Image that includes a prior version of the Microsoft Binaries, or
(2) a software image that includes an operating system different from the Product contained in the Field
Upgrade Image.
"Field System" means
(1) an Embedded System, or
(2) another company's system that meets the requirements for an Embedded System (except that it does
not include a Product or other Microsoft operating system product),
that has been distributed to an End User and that contains an Existing Image.
"Field Upgrade Image" means an Image containing a Product licensed under the Agreement that Company
distributes to End Users of Field Systems.
2. Field Upgrade License and Processor Requirements. Microsoft grants Company the right to copy and
distribute Field Upgrade Images directly to End Users for the purpose of replacing existing software on
certain Field Systems if all of the conditions below are, and remain, satisfied. In addition, Field Upgrade
Images may only be distributed on Field Systems that meet the Processor Requirements for the Field
Upgrade Image.
3. Design.
(a) Company may engage an Authorized Subcontractor to create Field Upgrade Images on its behalf,
provided that Company ensures that the Authorized Subcontractor distributes the resulting Field
Upgrade Image only to Company.
(b) Company (or its Authorized Subcontractor acting on its behalf) must ensure that the Field Upgrade
Image is useable only on the applicable Field System. Before the End User can use the Field Upgrade
Image, Company (or its Authorized Subcontractor) must ensure that a commercially reasonable
authentication of the Field System is performed.
(c) When installed, the Field Upgrade Image must completely replace the Existing Image (End User data
and/or End User configuration settings may remain intact). The Field Upgrade Image must erase or
permanently disable the Existing Image.
(d) Upon installation of the Field Upgrade Image on a Field System, the Field System must meet all
requirements of an Embedded System as set forth in the Agreement.
4. COAs
Company must distribute one COA affixed to the External Media packaging of each copy of a Field Upgrade
Image. However, COAs are not required for:
Guide utilisateur XENTRY Diagnosis Kit 4 - GSP/ORE, version 09/2020 (valable jusqu'à résiliation)
Mercedes-Benz AG, Mercedesstr. 120, 70372 Stuttgart
FIELD UPGRADE RIGHTS SCHEDULE
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