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Export Control
: VISTEON shall not export from anywhere any part of the Data or
any direct product thereof except in co mpliance with, and with all licenses and
approvals required under, applicable export laws, rules and regulations, including but
not limited to the laws, rules and regulation s administered by the Office of Foreign
Assets Control of the U.S. Department of Commerce and the Bureau of Industry and
Security of the U.S. Department of Comm erce. To the extent that any such export
laws, rules or regulations prohibit HERE from complying with any of its obligations
hereunder to deliver or distribute Data, such failure shall be excused and shall not
constitute a breach of this Agreement.
Entire Agreement
: These terms and conditions cons titute the entire agreement
between VISTEON (and its licensors, incl uding their licensors and suppliers) and
you pertaining to the subject matter hereof, and supersedes in their entirety any and
all written or oral agreements previously existing between us with respect to such
subject matter.
Governing Law
: The above terms and conditions sh all be governed by the laws of
the State of Illinois [“Nether lands” where European HERE Data is used], without
giving effect to (i) its conflict of law’s provisions, or (ii) the United Nations
Convention for Contracts for the International Sale of Goods, which is explicitly
excluded. You agree to submit to the juri sdiction of the State of Illinois [“The
Netherlands” where European HERE Data is used] for any and all disputes, claims
and actions arising from or in connection with the Data provided to you hereunder.
Government End Users
: If the Data is being acquired by or on behalf of the United
States government or any other entity seeking or applying rights similar to those
customarily claimed by the United States government, this Data is a “commercial
item” as that term is defined at 48 C.F. R. (“FAR”) 2.101, is licensed in accordance
with these End-User Terms, and each copy of Data delivered or otherwise furnished
shall be marked and embedded as appropri ate with the following “Notice of Use,”
and shall be treated in acc ordance with such Notice:
