SNFS
deemed necessary, and conduct the defense and settlement of such claim. ADIC may, at its own expense and at its option, either (1) procure for Licensee the right to continue using the Software, or (2) replace the same with
(3) modify the Software so that it becomes
b.Upon failure of (1), (2) or (3) above, despite the reasonable efforts of ADIC, Licensee may terminate this License only with respect to the Software adversely affected by such action or claim. Upon such termination ADIC will promptly refund to Licensee any License Fees paid and other payments made for the adversely affected Software. ADIC may deduct from the refund a fair market value for usage, which will be a pro rata share of the License charge for the time period used, assuming a three (3) year straight line depreciation with no salvage value.
c.Notwithstanding the foregoing ADIC has no liability if any such claim or suit is based upon or arises out of: 1) alterations of the Software by Licensee or any third party; 2) Licensee's failure to install updated Software provided by ADIC for avoiding such infringement; 3) use of the Software in combination with apparatus or software not furnished by ADIC; 4) use of the Software in a manner for which it was neither designed nor contemplated; 5) third party software embedded in the Software; 6) Software modified by ADIC for Licensee in accordance with Licensee's specifications or requests; or 7) a patent, trademark or copyright in which Licensee or any of its affiliates or subsidiaries has a direct or indirect interest by license or otherwise.
Term and Termination
a.Term. The term of this License is perpetual, unless terminated by ADIC as provided herein.
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