User's Manual

Librestream Onsight 1000/2000/2500 User Manual End User License Agreement
75
SPECIFIC RISK ALLOCATION
BETWEEN LIBRESTREAM AND THE
THIRD PARTY LICENSORS, ON THE
ONE HAND, AND LICENSEE, ON THE
OTHER HAND, AND THAT
LIBRESTREAM WOULD NOT HAVE
ACCEPTED ANY PURCHASE ORDER
THAT RELATES TO LICENSEE AND
WOULD NOT HAVE LICENSED THE
SOFTWARE TO LICENSEE PURSUANT
TO THIS AGREEMENT IN THE
ABSENCE OF SECTIONS 6, 7 AND 8.
LICENSEE FURTHER ACKNOWLEDGES
AND AGREES THAT THESE SECTIONS
SHALL APPLY NOTWITHSTANDING
ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.
IN JURISDICTIONS THAT PROHIBIT
EXCLUSION OF LIABILITY OR
LIMITATION OF IMPLIED WARRANTIES,
SECTIONS 6, 7 AND 8 MAY BE LIMITED
IN THEIR APPLICATION TO LICENSEE
AND, DEPENDING ON LOCAL LAW,
LICENSEE MAY HAVE OTHER
SPECIFIC LEGAL RIGHTS.
10. TERM AND TERMINATION.
10.1 The licenses granted pursuant to this
Agreement are perpetual unless
terminated earlier as specified herein.
Licensee may terminate the licenses and
this Agreement at any time upon the
provision of written notice to Librestream.
Without prejudice to any other right or
remedy which may be available to
Librestream, the licenses and this
Agreement shall immediately terminate
without the necessity of any notice from
Librestream in the event that Licensee:
(a) fails to comply with any provision of this
Agreement; or
(b) makes any voluntary arrangement with
its creditors for the general settlement of its
debts or becomes subject to the
supervision of a bankruptcy tribunal; or
(c) has an order made against it, or passes
a resolution, for its winding-up, or has a
lien holder take possession of, or has a
receiver or similar officer appointed over,
all or substantially all of its property or
assets.
10.2 Upon termination of this Agreement
for any reason, Licensee agrees to
immediately cease use of, and to return or
destroy, at Librestream's sole option, the
Software and any other Confidential
Information in Licensee's possession,
custody or control, together with all copies,
including but not limited to deletion of the
foregoing from the Computer and any
other computer on which the Software or
any portion thereof may have been
installed, and to certify such return or
destruction in writing.
10.3 Notwithstanding anything to the
contrary contained herein, the bold faced
and capitalized wording at the beginning of
this Agreement and Sections 2.1(c), 2.3,
2.4, 2.6, 2.7, 4, 5, 6, 7, 8, 9, 10, 11, 12 and
13 (and the relevant definitions in Section
1) shall survive any termination of this
Agreement for any reason whatsoever.
11. EXPORT. Some of the Software
and Confidential Information is subject to
United States export control laws and
regulations, and some or all of the
Software may be subject to export or
import regulations in other countries as
well. Licensee agrees that it will not export,
re-export, transfer or import any of the
Software, any of the Confidential
Information or any Librestream Product in
violation of any applicable laws or
regulations of the United States or any
other country. Licensee is responsible for
obtaining any licenses or authorizations
required to export, re-export, transfer or
import all or any portion of the Software
and Confidential Information or any
Librestream Product.
12. GOVERNMENT DEPARTMENTS.
In the event that Licensee is a
governmental entity, only the
department(s) or agency(s) specifically
licensed in the Purchase Order to use the
Software shall have the right to use the
Software. Governmental departments or
agencies not so specifically licensed must
have a separate license and must pay
additional license fees.
13. GENERAL PROVISIONS.
13.1 Licensee shall not assign or otherwise
transfer this Agreement or any of its rights
and/or obligations hereunder, whether in
whole or in part, including by operation of
law, without the prior express written
consent of Librestream.
13.2 Licensee hereby acknowledges that
its breach of this Agreement may cause
irreparable harm and significant injury to
Librestream and/or one or more of the
Third Party Licensors in an amount that
may be difficult to ascertain and for which
a remedy at law may be inadequate.
Accordingly, Licensee agrees that, in
addition to any other rights and remedies it
may have, Librestream shall have the right
to seek injunctive relief in any court of
competent jurisdiction to enforce
Licensee's obligations under this
Agreement.
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.3 This Agreement shall be construed
and governed by the laws in force in the
province of Manitoba, excluding its conflict
of laws rules. The parties consent to the
jurisdiction of all the courts in Manitoba,
and agree that, except for requests for
injunctive relief pursuant to Section 13.2,
venue shall lie exclusively in Manitoba.
THE PARTIES EXCLUDE IN ITS
ENTIRETY THE APPLICATION TO THIS
AGREEMENT OF THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR
THE INTERNATIONAL SALE OF
GOODS.
13.4 When any notice is required or
authorized hereunder, such notice shall be
given in writing by recognized delivery
service or personal delivery addressed to
the other party. Notices shall be sent to
Licensee at the address set forth in the
Purchase Order and to Librestream at
Suite 110, 895 Waverley Street, Winnipeg,
Manitoba, Canada R3T 5P4. Either party
may change its address for notice
hereunder by providing the other party with
ten (10) days written notice thereof.
Notices shall be effective upon receipt by
the recipient.
13.5 The original of this Agreement has
been written in the English language, and
the governing language of this Agreement
shall be English. Licensee hereby waives
and agrees not to assert any right to have
this Agreement written in the language of
Licensee's place of residence.
13.6 A waiver of any default hereunder or
of any of the terms or conditions of this
Agreement shall not be deemed to be a
continuing waiver or a waiver of any other