Mercedes-Benz XENTRY Diagnosis Kit 4 Guide Utilisateur page 102

(b) Company shall defend, indemnify, and hold MS harmless from and against all claims and damages,
including, without limitation, attorneys' fees, arising from or related to any violation by Company or the
Affiliate Lessor of the terms of this Leasing Schedule, and
(c) Company shall remain the licensing party to the End User under the License Terms for the leased
Product.
3. Enterprise Customer Lease to Franchisee.
In the License Terms, Company may grant an Enterprise Customer the right to rent or lease Embedded
Systems to entities that have a valid current franchise agreement with the Enterprise Customer
("Franchisee"), subject to the following:
(a) Enterprise Customer must enter into a written lease agreement complying with the lease requirements
in Section 1(a) of this Leasing Schedule with the Franchisee for each Embedded System.
(b) Each lease shall terminate if the Franchisee loses its Franchisee status.
(c) Enterprise Customer may re-lease each Embedded System. Each re-lease must also meet the
requirements of this Section 3. The re-lease must include all copies of the Product, the COA and any
APM.
4. Re-Distribution of Embedded Systems
If Company complies with Sections 1 (OEM Leases to End Users) and 2 (OEM Finance Lease) of this
Schedule, then Company may re-lease, resell, or transfer a returned or previously-leased Embedded System.
Each re-lease or sale must include all copies of the Product, the COA, and any APM.
(a) Same Product
(1) Company may preinstall a copy of the Product that corresponds to the Product version and edition
originally licensed for the Embedded System, as long as Company is licensed for that Product at the time
of installation.
(2) If the Product version originally licensed for the Embedded System is for a Product that is not licensed in
the Agreement at the time of installation, then Company may install that Product only (i) if it is licensed
to do so under a separate agreement with MS or an MS Affiliate; or (ii) by exercising rights as an end
user of that Product under the License Terms. Company may use the recovery media returned by the
Lessee or the End User to exercise those rights or use any extended OPK rights granted in this
Agreement or ATs.
(3) No royalty will accrue for a re-installation and redistribution under this Section 4(a).
(4) Company may purchase replacement APM, if available, to distribute with each Embedded System.
(5) Company may not return the COA from a previously leased Embedded System for credit.
(b) Different Product. Company may preinstall and distribute a different Product on the Embedded
System, so long as the Embedded System meets the Processor Requirements for the Product. In
addition, Company must:
(1) Removes the original Product, destroys any APM and keeps records of each removal and destruction;
(2) Affixes the COA for the Product preinstalled under this Section 4(b) directly to the Embedded System
over the COA previously affixed to the Embedded System; and
(3) Pays the royalty rate for the Product installed under this Section 4(b).
45. Windows containers
(a) Customers may use any number of virtual Operating System Environments (OSE) instantiated as
Windows containers by the Microsoft Azure IoT Edge runtime on the device.
(b) Available for commercial use when used with Microsoft Azure IoT Edge.
46. No COAs
There are no COAs for this Product. However, there is an optional tracking label for the Windows 10 IoT Core
Product that may be acquired from a MS Distributor. Optional tracking label is not required to be affixed for the
Product.
47. Zero Royalty Terms
(a) Default Charge. The Default Charge for this Product is $0.00.
(b) Amounts Owed; Audit Costs. Section 8(d)(2)(Amounts Owed; Audit Costs) of the Agreement is
replaced with the following:
(2) MS will bear the cost of audit expenses for verifying compliance with Section 15(b) (Anti-Corruption and
Anti-Money Laundering Prohibition). For any other audit, if the audit reveals a Material Discrepancy,
Company must pay MS the costs of the audit, in addition to any unpaid amounts due. "Material
Discrepancy" means a material breach of this Agreement.
(c) Limitations of Liability. Section 5 (MS Liability) of the Agreement are replaced with the following:
(a) MS Liability. Each party's total cumulative liability (if any) to the other party under this Agreement
(and the other party's exclusive remedy for any such liability) shall be limited to the other party's
direct damages for claims arising under this Agreement up to an amount not to exceed $1,000,000
U.S. Dollars under the Agreement. The preceding sentence does not apply, however, to (i)
Company's unauthorized use of Microsoft or an MS Affiliates intellectual property (including
violation of any part of Section 2 (License Grant Limitations), (ii) Microsoft's liability under Section 6
Guide utilisateur XENTRY Diagnosis Kit 4 - GSP/ORE, version 09/2020 (valable jusqu'à résiliation)
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