Terms and Conditions - Hawk

HAWK INTERNATIONAL LIMITED

END USER LICENSE AGREEMENT - TERMS OF USE

This End User License Agreement (the “Agreement”) is a legal agreement between you (the “Customer” or “you”) and Hawk International Limited, a company incorporated in Hong Kong whose registered number is 1503236 and whose registered office is at 12th Floor, EIB Centre, 40-44 Bonham Strand, Sheun Wan, Hong Kong (“Hawk”, “us” or “we”) for the Software (defined below) and Documentation (defined below).

Hawk licenses (or sub-licenses in the case of certain aspects of the Software) the use of the Software and Documentation to the Customer on the basis of this Agreement. Hawk does not sell the Software or Documentation to the Customer. Hawk remains the owner (or licensee, as the case may be) of the Software and Documentation at all times.

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING THIS SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ACCESSING AND USING THE SOFTWARE AND/OR DOCUMENTATION ON BEHALF OF A COMPANY (SUCH AS YOUR EMPLOYER) OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT. IN THAT CASE, “YOU” AND “YOUR” WILL REFER TO THAT COMPANY OR OTHER LEGAL ENTITY.

PLEASE READ THESE TERMS CAREFULLY BEFORE DOWNLOADING, INSTALLING, COPYING OR ACCESSING THE SOFTWARE.

IF YOU DO NOT AGREE TO THESE TERMS:

  • DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THIS SOFTWARE, AND
  • PROMPTLY RETURN THIS SOFTWARE AND PROOF OF ENTITLEMENT TO USE IT TO THE PARTY FROM WHOM YOU ACQUIRED IT.
  1. DEFINITIONS
    1. “Authorized Partner” means any of Hawk’s distributors, resellers or other business partners that are authorized by Hawk in writing to sell certain hardware components, Support and/or the Software license rights granted under this Agreement.
    2. “Cloud Services” means the central reporting platform that Hawk provides to the Customer and which requires either an active support agreement or an active subscription.
    3. “Documentation” means explanatory materials in printed, electronic or online form accompanying the Software in English.
    4. “High Risk System” means a device or system that requires extra safety functionalities such as fail-safe or fault tolerant performance features to maintain a safe state where it is reasonably foreseeable that failure of the device or system could lead directly to death, personal injury, or catastrophic property damage. A device or system with a fail-safe feature in the event of failure may revert to a safe condition rather than break down, may include a secondary system that comes into operation to prevent a malfunction, or may operate as a backup in the event of a malfunction. A device or system with a fault-tolerant feature in the event of failure may continue its intended operation, possibly at a reduced level, rather than failing completely. Without limitation, High Risk Systems may be required in critical infrastructure, industrial plants, manufacturing facilities, direct life support devices, aircraft, train, boat or vehicle navigation or communication systems, air traffic control, weapons systems, nuclear facilities, power plants, medical systems and facilities, and transportation facilities.
    5. “Software” means the Hawk software program in object code format (i) licensed or sublicensed from Hawk and purchased from Hawk or its Authorized Partners, or (ii) embedded in or pre-loaded on Hawk-branded hardware equipment purchased from Hawk or its Authorized Partners, in each case including Upgrades and Updates that you install during the applicable Support period. Software may also include additional features or functionality that can be accessed with either a current subscription or active support contract to certain Cloud Services as required by the specific offering.
    6. “Standard” means a technology specification created by a government sponsored group, an industry sponsored group, or any similar group or entity that creates technology specifications to be used by others.
    7. “Subsidiary” means any entity controlled by you through greater than fifty per cent (50%) ownership of the voting securities.
    8. “Support” or “Technical Support”means the support services offered by Hawk for the support and maintenance of the Software and the Hawk-branded hardware equipment.
    9. “Updates” are related to content of the Software, including, without limitation, all signature sets, policy updates, and database updates for the Software, and that are made generally available to Hawk’s customer base as a part of purchased Support and which are not separately priced or marketed by Hawk.
    10. “Upgrade” means any and all improvements in the Software that are made generally available to Hawk’s customer base as part of purchased Support and which are not separately priced or marketed by Hawk.
  2. LICENSE GRANT; PROPRIETARY RIGHTS
    1. Subject to the terms and conditions of this Agreement, Hawk hereby grants to you a non-exclusive, non-transferable right to use the Software (for the purpose of this Agreement, to use the Software includes to download, install, and access the Software) solely for your own internal business operations.
    2. The Software, including, without limitation, its object code and source code, whether or not provided to you, is strictly confidential to Hawk. Hawk (or its licensors) owns exclusively and reserves all – and you may not exercise any – right, title, and interest in and to the Software, including, without limitation, all intellectual property rights in and to the Software, except to the extent of the limited Software use license granted to you in this Agreement. This Agreement is not an agreement of sale, and no title, intellectual property rights, or ownership rights to the Software are transferred to you pursuant to this Agreement. You acknowledge and agree that the Software and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the Software, all future Updates and Upgrades, and all other improvements, revisions, corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Software, all derivative works based upon any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of Hawk, having great commercial value to Hawk.
  3. COPY AND USE TERMS
    1. Term: The license is effective for a term of one (1) year from the date when you started to use the Software (the “Initial Term”) and shall automatically renew on the same terms as set out in this Agreement (as updated from time to time) for a period of one (1) year thereafter (the “Subsequent Term” and together with the Initial Term, the “Term”), which Subsequent Term shall automatically renew on the same terms as set out in this Agreement (as updated from time to time) unless in each case the license is cancelled in writing no later than thirty (30) days before the expiry of the then-relevant Term.
    2. Multiple Platforms: The total number of devices on which all versions of the Software is installed may not exceed the number agreed with Hawk (or Hawk’s Authorized Partner, as the case may be). If you require the Software to be run on more than the agreed number of devices, you may be required to purchase an upgrade which may increase your subscription fee.
    3. Copies: You may copy the Software as reasonably necessary for back-up, archival or disaster recovery purposes.
    4. Subsidiaries; Managing Parties: You may permit use of the Software in accordance with the terms of this Agreement by a Subsidiary only for so long as such entity remains your Subsidiary. You also may permit a third party with which you enter into a contract to manage your information technology resources (“Managing Party”), provided that (i) the Managing Party only uses the Software for your internal operations and not for the benefit of another third party or the Managing Party, (ii) the Managing Party agrees to comply with the terms and conditions of this Agreement and (iii) you provide Hawk (either directly or through its Authorized Partner) with written notice that a Managing Party will be using the Software on your behalf. You shall be responsible and fully liable for each Subsidiary’s and Managing Party’s compliance with or breach of the terms of this Agreement.
    5. General Restrictions: You may not, and you may not cause or allow any third party to:
      • decompile, disassemble or reverse-engineer the Software; or create or recreate the source code for the Software;
      • remove, erase, obscure, or tamper with any copyright or any other product identification or proprietary rights notices, seal, or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Software or Documentation; or fail to preserve all copyright and other proprietary notices in all copies of the Software and Documentation made by you;
      • lease, lend or use the Software for timesharing or service bureau purposes; sell, market, license, sublicense, distribute, or otherwise grant to any person or entity any right to use the Software except to the extent expressly permitted in this Agreement; or use the Software to provide, alone or in combination with any other product or service, any product or service to any person or entity, whether on a fee basis or otherwise;
      • modify, adapt, tamper with, translate, or create derivative works of the Software or the Documentation; combine or merge any part of the Software or Documentation with or into any other software or documentation; or refer to or otherwise use the Software as part of any effort to develop software (including, without limitation, any routine, script, code, or program) having any functional attributes, visual expressions, or other features similar to those of the Software or to compete with Hawk;
      • except with Hawk’s prior written permission, publish any performance or benchmark tests or analysis relating to the Software; or
      • attempt to do any of the foregoing.
  4. TECHNICAL SUPPORT AND MAINTENANCE
    Hawk may change the Support offered at any time, effective as of the commencement of any renewal period. You will secure any and all privacy-related rights and permissions from individual persons as may be required by regulation, statute, or other law or your internal policies or guidelines in order to disclose to Hawk, in connection with Hawk’s performance of Support or otherwise under this Agreement, applicable personally identifiable information, data, and material.
  5. WARRANTY AND DISCLAIMER
    1. Warranty: Hawk warrants that, for a period ending on the earlier of (i) 12 months from the date the Software is put into service and (ii) 18 months from the delivery date (the “Warranty Period ”), the Software licensed (or sublicensed, as the case may be) hereunder will perform substantially in accordance with the Documentation (the “Warranty”).
    2. Exclusive Remedy: In case of any breach of the above Warranty, as your exclusive remedy and Hawk’s entire obligation and liability, Hawk will (i) repair or replace the Software free of charge or (ii) if such repair or replacement would in Hawk’s sole opinion be commercially unreasonable, upon Hawk’s receipt of your written representation and promise that you have removed all instances of the Software, have disconnected and removed all associated hardware equipment and will not use the Software, refund the price paid by you for the applicable Software and related hardware.
    3. Exclusion of Warranty: THE ABOVE WARRANTY WILL NOT APPLY IF:
      • THE SOFTWARE IS NOT USED IN ACCORDANCE WITH THIS AGREEMENT OR THE DOCUMENTATION, WHICH SHALL INCLUDE (BUT NOT BE LIMITED TO) WILFUL DAMAGE, NEGLIGENCE, ABNORMAL WORKING CONDITIONS, FAILURE TO FOLLOW HAWK’S (OR THE AUTHORIZED AGENT’S) INSTRUCTIONS (WHETHER ORAL OR IN WRITING), MISUSE, ALTERATION OR REPAIR OF THE SOFTWARE WITHOUT HAWK’S APPROVAL;
      • THE SOFTWARE OR ANY PART THEREOF HAS BEEN MODIFIED BY ANY ENTITY OTHER THAN HAWK OR AN ENTITY APPOINTED BY HAWK (WHICH MAY INCLUDE THE AUTHORIZED AGENT);
      • A MALFUNCTION IN THE SOFTWARE HAS BEEN CAUSED BY ANY EQUIPMENT OR SOFTWARE NOT SUPPLIED BY HAWK OR ON HAWK’S BEHALF; OR
      • ANY PORTION OF THE SUBSCRIPTION OR OTHER FEES PAYABLE IN RELATION TO THE SOFTWARE OR SUPPORT (AS APPLICABLE) OR ANY PORTION OF THE PRICE PAYABLE FOR THE RELATED HARDWARE HAS NOT BEEN PAID BY THE DUE DATE FOR SUCH PAYMENT.
    4. Disclaimer:EXCEPT FOR THE WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS IS” AND HAWK MAKES NO REPRESENTATIONS OR WARRANTIES, AND HAWK DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SYSTEMS INTEGRATION. WITHOUT LIMITING THE FOREGOING, HAWK MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE AS TO THE SOFTWARE’S USE OR PERFORMANCE AND DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE FAILSAFE, UNINTERRUPTED, OR FREE FROM ERRORS OR DEFECTS OR THAT THE SOFTWARE WILL PROTECT AGAINST ALL POSSIBLE THREATS.
    5. High Risk Systems Terms: THE SOFTWARE MAY FAIL AND IS NOT DESIGNED, DEVELOPED, TESTED, OR INTENDED TO BE RELIABLE IN THE CONTEXT OF HIGH RISK SYSTEMS. WITHOUT LIMITING ANYTHING ELSE, HAWK HAS NO RESPONSIBILITY FOR, AND YOU WILL INDEMNIFY AND HOLD HARMLESS HAWK FROM, ALL CLAIMS, SUITS, DEMANDS, AND PROCEEDINGS ALLEGING, CLAIMING, SEEKING, OR ASSERTING, ANY LIABILITY, LOSS, OBLIGATION, RISK, COST, DAMAGE, AWARD, PENALTY, SETTLEMENT, JUDGMENT, FINE, OR EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SOFTWARE ON OR IN A HIGH RISK SYSTEM, INCLUDING, WITHOUT LIMITATION, THOSE THAT (i) COULD HAVE BEEN PREVENTED BY DEPLOYMENT OF FAILSAFE OR FAULT-TOLERANT FEATURES TO THE HIGH RISK SYSTEM, (ii) ARE BASED ON A CLAIM, ALLEGATION, OR ASSERTION THAT THE FUNCTIONING OF THE HIGH RISK SYSTEM DEPENDS OR DEPENDED ON THE FUNCTIONING OF THE SOFTWARE OR THAT THE FAILURE OF THE SOFTWARE CAUSED A HIGH RISK SYSTEM TO FAIL.
  6. LIMITATION OF REMEDIES AND DAMAGES
    1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, NEGLIGENCE, CONTRACT OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS SUBJECT MATTER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, LOST PROFITS OR REVENUE, DAMAGES DUE TO WORK STOPPAGE AND/OR COMPUTER FAILURE OR MALFUNCTION, AND/OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES, WHETHER OR NOT FORESEEABLE, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED BY THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.
    2. REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT AND/OR ANY OTHER LEGAL THEORY, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS SUBJECT MATTER EXCEED THE AMOUNT OF TOTAL FEES PAID OR PAYABLE BY YOU FOR THE SOFTWARE GIVING RISE TO SUCH CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
    3. No provision of this Agreement shall exclude or limit in any way (i) the liability of either party for death or personal injury caused by negligence or (ii) your liability for excess usage of and/or any breach of Hawk’s intellectual property rights in the Software.
    4. The limitation of liability in this clause is based on the fact that end users use their computers, tablets or smartphones for different purposes. Therefore, only the Customer can implement back-up plans and safeguards appropriate to its needs in the event that an error in the Software causes problems with the computer, tablet or smartphone on which it is downloaded and related data losses. For these reasons you agree to the limitations of liability in this section and acknowledge that without your agreement to this provision, the subscription fee for the Software would be higher.
  7. INTELLECTUAL PROPERTY INDEMNITY
    1. Indemnity: Hawk will indemnify, and, at its election, defend, you against claims asserted against you in a suit or action if: (i) the claim is for direct patent infringement or direct copyright infringement, or for Hawk’s trade secret misappropriation and (ii) the claim is (A)asserted against the Software, alone and not in combination with anything or (B) a combination of the Software.
    2. Exclusions: Notwithstanding anything else in this Agreement, Hawk has no obligation to indemnify or defend you for claims asserted, in whole or in part, against: (i) technology or designs that you gave to Hawk; (ii) modifications or programming to Software that were made by anyone other than Hawk; or (iii) the Software’s alleged implementation of some or all of a Standard.
    3. Conditions: As a condition of Hawk’s obligations under this clause 7, you must provide to Hawk: (i) prompt written notice of the claim and your agreement to give Hawk sole control over the defense and settlement of the claim; and (ii) your full and timely cooperation.
    4. Hawk’s Consent: Hawk will not be responsible for any cost, expense, or compromise that you make or incur without Hawk’s prior written consent.
    5. Remedies: Hawk may, at its sole discretion and at is expense:
      • procure for you the right to continue using the Software;
      • replace the Software with a non-infringing Software;
      • modify the Software so that it becomes non-infringing; or
      • upon your return of the Software and any related hardware to Hawk, and/or removal of the Software from your systems and removal of the related hardware you purchased, refund the residual value of the purchase price paid by you for the infringing Software, depreciated using a straight-line method of depreciation over a three (3) year period from the date of delivery of the Software to you.
    6. Personal Indemnity: The foregoing indemnity is personal to you. You may not transfer or to anyone, including your customers.
    7. Exclusive Remedy: The indemnity clause states Hawk’s entire obligation and your exclusive remedy for claims of patent or copyright infringement, or trade secret misappropriation, made in whole or part against the Software.
  8. TERMINATION
    Without prejudice to your payment obligations, you may terminate your license by giving written notice no later than thirty (30) days before the end of the then-relevant Term. The license will then terminate at the end of that Term. Hawk may terminate your license in the event that you materially breach the terms of this Agreement and you fail to cure such breach within thirty (30) days of receiving notice of such breach. Upon such termination, you shall promptly return or destroy all copies of the Software and Documentation.
  9. PRIVACY AND COLLECTION OF PERSONAL OR SYSTEM INFORMATION
    1. The Software, Support or service subscription may employ applications and tools to collect personally identifiable, sensitive or other information about you and users (e.g., including, without limitation, your and users’ name, address and e-mail address), their computers, files stored on their computers, or their computers’ interactions with other computers (collectively, “Data”).
    2. The collection of this Data may be necessary to provide you and users with the relevant Software, Support or service subscription functionalities as ordered to enable Hawk to improve our Software, Support or service subscription (e.g., including, without limitation, content synchronization, device tracking, troubleshooting, etc.), and to further or improve overall security for you and users. You may be required to uninstall the Software or disable Support or its service subscription to stop further Data collection that supports these functions.
    3. By entering into this Agreement, or using the Software, Support or service subscription, you and users agree to the Hawk privacy policy which will be made available through an update of these terms and to the collection, processing, copying, backup, storage, transfer and use of this Data by Hawk and its service providers, in, from and to the United Kingdom, the United States, Europe, or other countries or jurisdictions potentially outside of your or user’s own as part of the Software, Support or service subscription. Hawk will only collect, process, copy, backup, store, transfer and use personally identifiable information in accordance with the Hawk privacy policy.
  10. EXPORT CONTROLS
    You acknowledge that the Software is subject to UK export regulations. You shall comply with applicable export and import laws and regulations for the jurisdiction in which the Software will be imported and/or exported. You shall not export the Software to any individual, entity or country prohibited by applicable law or regulation. You are responsible, at your own expense, for any local government permits, licenses or approvals required for importing and/or exporting the Software. If Hawk receives notice that you are or you become identified as a sanctioned or restricted party under applicable law, then Hawk will not be obligated to perform any of its obligations under this license if such performance would result in violation of the sanctions or restrictions.
  11. GOVERNING LAW AND DISPUTE RESOLUTION
    1. Governing Law: All disputes arising out of or relating to this Agreement or its subject matter will be governed by the laws of England and Wales.
    2. Agreement to Arbitrate: Each party hereto agrees that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity hereof or the use of the Software or Support (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “IP Protection Action”).
  12. CONFIDENTIALITY
    Each party hereto acknowledges that by reason of its relationship with the other party hereunder, it may have access to confidential information and materials concerning the other party’s business, technology, and/or products that is confidential to the other party (“Confidential Information”). Each party’s Confidential Information is of substantial value to the party, which value could be impaired if such information was disclosed to third parties or used in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither party may use the other party’s Confidential Information except to perform its duties or exercise its rights under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (i) already known to the receiving party at the time of access hereunder, (ii) becomes publicly available through no wrongful act of the receiving party, (iii) independently developed by the receiving party without benefit of the disclosing party’s Confidential Information, (iv) has been rightfully received from a third party not under obligation of confidentiality or (v) is required to be disclosed by law, provided (if it is legally able to do so) the party compelled to disclose the Confidential Information provides the party owning the Confidential Information with prior written notice of disclosure adequate for the owning party to take reasonable action to prevent such disclosure, where reasonably possible. Unless otherwise agreed to by both parties, upon termination of this Agreement each party will return the other party’s Confidential Information.
  13. AMENDMENTS TO THE TERMS OF THIS AGREEMENT
    HAWK MAY MODIFY AND AMEND THE TERMS OF THIS AGREEMENT AT ANY TIME, IN HAWK’S SOLE DISCRETION. HAWK WILL ADVISE YOU EITHER BY POSTING THE MODIFIED TERMS ON THE HAWK WEBSITE [OR THROUGH OTHER COMMUNICATIONS]. IT IS IMPORTANT THAT YOU REVIEW ANY MODIFIED TERMS BECAUSE IF YOU CONTINUE TO USE THE SOFTWARE, SUPPORT OR DOCUMENTATION AFTER WE HAVE INFORMED YOU THAT THE TERMS OF THIS AGREEMENT HAVE BEEN MODIFIED, YOU ARE INDICATING TO US THAT YOU AGREE TO BE BOUND BY THE MODIFIED TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE MODIFIED TERMS THEN YOU MAY NO LONGER USE THE SOFTWARE, DOCUMENTATION OR SUPPORT. BECAUSE THE SOFTWARE IS EVOLVING OVER TIME, WE MAY CHANGE OR DISCONTINUE ALL OR ANY PART OF THE SOFTWARE, DOCUMENTATION OR SUPPORT, AT ANY TIME AND WITHOUT NOTICE, AT OUR SOLE DISCRETION.
  14. MISCELLANEOUS
    1. Except for actions for non-payment or breach of Hawk’s proprietary rights in the Software and Documentation, no action, regardless of form, arising out of this Agreement may be brought by either party more than two (2) years after a party knew or should have known of the claim.
    2. Any terms of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination.
    3. Hawk may assign this Agreement, in whole, at any time subject to your prior written consent; provided, however, any assignment resulting from or as part of a merger, consolidation, acquisition of all or substantially all of the assets of Hawk, or internal restructuring or reorganization does not require your consent.
    4. This Agreement, including all documents incorporated by reference, represents the entire agreement between the parties and expressly supersedes and cancels any other communication, representation or advertising whether oral or written, on the subjects herein. If you issue an order to an Authorized Partner or to Hawk and the terms and conditions of the order conflict with the terms and conditions of this Agreement, then the terms and conditions specified in this Agreement shall control. No terms or conditions of any pre-printed or boilerplate purchase order of yours or other document of yours will govern the transactions contemplated by this Agreement. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by Hawk. If any provision of this Agreement is held invalid, unenforceable, invalid, or prohibited under law, then such provision will be deemed restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law and the remainder of this Agreement shall continue in full force and effect.
    5. All notices, requests, demands and determinations for Hawk under this Agreement (other than routine operational communications) shall be sent to: Hawk’s address stated at the beginning of this Agreement addressed to “Attention: Legal Department”.

Please read our standard terms and conditions of sales.