Software License Agreement (SLA)INTRODUCTION
This is an agreement (the “Agreement”). Read very carefully. If you expressly provide your acceptance to this Agreement or perform any act or deed that tacitly implies that you have entered into this Agreement, such as, but not limited to, paying any invoice which includes an accessible reference to the contents of this Agreement (the “Consent”), it means that you accept the following terms and conditions, all of which are legally binding upon your Consent (the “Effective Date”).1. Agreement
Since this is an Agreement between you and the Licensor (as defined below), which excludes Client (as defined below), any obligation provided herein for the Client shall be construed as you taking all commercially reasonable steps to ensure that Client shall perform the respective obligation.
This Agreement refers to the any software technology owned by Mapsted Corp. a company incorporated in Canada, having its registered office at Suite 200-200 Matheson Blvd W, Mississauga, ON L5R 3L7, Ontario, Canada (the “Licensor”) which is identified or is reasonably identifiable from the circumstances in relation to which your Consent has been provided (the “Software”).2. Definitions
In this Agreement, except to the extent expressly defined under other sections:
“Client” means the end client which will receive a sublicense from you to use the Software as provided under this Agreement
“Confidential Information” means information which the Discloser may provide to the Recipient which is of a confidential nature (such as, but not limited to), the design of any relevant equipment or any part thereof, the methods of operation and the various applications thereof, processes, prototypes, samples of products, formulae, plans, strategies, data, know how, designs, photographs, drawings, specifications, technical literature, copyrights, design, sketches, trademark, business names, logos and patents, secret information, process knowledge, client names, client project details, business plans, discussions on ideas, formulae, specification, software programs and samples and any material bearing or incorporating any such information, term sheets, legal documentation, financial statements, lists of managers, performance reports or portfolio information regarding investment or financial products managed, advised or structured by it which is supplied to the Recipient or the Recipient’s advisers, employee, director, agent, authorised person or trustee, partner, member or any other person on its behalf from time to time by the Discloser or on the Discloser’s behalf in writing, orally, through e-mail or in any manner whatsoever and includes any such information obtained by the Recipient or the Recipient’s advisers (i) through discussions with directors, officers, trustees, partners, members, employees or advisors of the Discloser; or (ii) as a result of visits to the Discloser’s premises, together with any reports, analyses, compilations, studies or other material or documents prepared by the Recipient or on the Recipient’s behalf which contain or otherwise reflect such information, including, for the avoidance of doubt, the existence of the discussions relating to the Objective and the identity of the Parties
“Copies” mean copies including of any document, electronic file, note, extract, analysis, made on hard disc or moveable disc of any computer or laptop or through any other medium or in any other form or way of representing or recording and recalling information which contains, reflects or is derived from Software/Confidential Information
“Discloser” means the Party disclosing/providing Confidential Information;
“Documentation” means collectively:
- all manuals, including, but not limited to, the reference library, the getting started guide, sample codes for various projects relating to the Software, as such may be available to the Licensor for provision to Client at the moment of this Agreement; and
- any and all released revisions to the above documents.
“License” means the license or the sublicense, as the case may be, granted under Clause 3 below.3. Grant of License
“LIBOR 1M” means the London Inter-bank Offered Rate for 1 month, which is an interest-rate average calculated from estimates submitted by the leading banks in London for a reference period of 1 month.
“Party” means Licensor or you.
“Payment Date” means any dates when the license fee is due pursuant to Clauses 7.2 and 5.3.
“Recipient” means a Party receiving Confidential Information
“Source Code” means, with respect to the Software, the human-readable version or form of the Software that is capable of being compiled into executable object code, together with all information and materials required for a programmer of reasonable skill to compile, run, debug, modify and enhance the Software, including without limitation programming, technical, user and systems Documentation related thereto, flow charts, schematics and annotations, and all software necessary to convert such source code into the executable form of such Software.
4. Client Covenants
- 3.1. Licensor hereby grants to you a non-exclusive, non-transferable, sublicensable, revocable and limited period license to use the Software, in machine-readable object code.
- 3.2. You can only sublicense the above-mentioned license in any form to Clients.
- 3.3. Client shall not have the right to receive or use the Source Code of the Software, nor they will have a right to sublicense.
4.1. During the term of this Agreement, you shall:
5. CLIENT RESTRICTIONS
- adopt and enforce such internal policies, procedures and monitoring mechanisms as are necessary to ensure that the Software is used only in accordance with the terms of Clause 2 hereof;
- take all reasonable steps necessary to ensure that no person including any employee, agent or consultant of you or Client or any third party or entity will have unauthorized access to the Software; and
- ensure that, if the Software is allowed to be used by your or Client affiliates and group entities, pursuant to Clause 5.1 h. below, all the terms and conditions of this Agreement shall be applicable to such affiliates and group entities using the Software.
5.1. You and Client shall not and ARE RESTRICTED TO:
- assign, sublicense (except as provided under Clause 3.2), lease, encumber or otherwise transfer or attempt to transfer the Software or any portion thereof;
- permit any third party to use or have access to the Software (excluding you), whether by timesharing, networking (except as expressly permitted hereunder) or any other means;
- modify, translate, reverse engineer, decompile, create derivatives or disassemble the Software;
- possess or use the Software or any portion thereof, other than in machine readable object code;
- make any Copy of the Software, other than as permitted by this Agreement;
- use or implement any undocumented feature of the Software or use any documented feature of the Software other than in accordance with Documentation;
- remove, obscure, interfere with or circumvent any copyright, trademark, patent or other proprietary notices from/the Software or any portion thereof;
- allow the use of the Software by you or Client affiliates and group companies unless they are permissioned in writing by the Licensor, subject to any additional terms and fees that maybe agreed between Licensor and Client; and
- if you or Client are prohibited under ANY applicable law from using the Software, you or Client, as the case may be, may not use it, and you or Client, as the case may be, will comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with you or Client’s use of the Software.
6. Intellectual Property
- 5.2. Without limiting the generality of the foregoing, you and Client represent and warrant that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act, if such is applicable herein, or any other export laws, restrictions or regulations of Canada and of any other applicable jurisdictions (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you and Client represent and warrant that you and Client are not a citizen, or otherwise located within, an embargoed nation (including without limitation Crimea, Cuba, Iran, North Korea, Sudan, or Syria) and that you and Client are not otherwise prohibited under the Export Laws from receiving the Software.
- 5.3. ANY USE IN VIOLATION OF THE FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED, AND UNLICENSED.
7. License Fee
- 6.1. You and Client acknowledge and agree that Licensor or its licensors have and will retain all rights, titles, interests and ownership in and to the Software and any Copies or updates of the Software.
- 6.2. You and Client acknowledge that the Software constitutes proprietary information and trade secrets of Licensor and its licensors, whether or not any portion thereof is or may be the subject of a valid copyright or patent.
- 6.3. You and Client shall maintain all information and data contained in the Software or any portion thereof in strict confidence and shall not publish, communicate or disclose, or permit to be published, communicated or disclosed, to third parties such information and data without Licensor's prior written consent.
- 6.4. You and Client agree to take all appropriate steps to ensure that persons having access to the Software shall refrain from any unauthorized reproduction or disclosure of the Software or any portion thereof.
- 7.1. As consideration for the License granted to Client, Client shall pay to you the license fee in amount equal to the invoice issued earlier for Client by you.
- 7.2. For any subsequent years, following the first year of this Agreement, the license fee for the respective year shall be invoiced by the Licensor 2 months prior to the anniversary of this Agreement on which the respective year shall start and shall be payable by Client in 30 days prior to such anniversary of this Agreement.
- 7.3. Any amount payable to Licensor hereunder and not paid within 30 days of the Payment Date, shall accrue interest at a rate of 1.5 percent above LIBOR 1M or the maximum rate permitted by applicable law whichever is lower.
- 7.4. In case payment is delayed by more than 30 days after the relevant Payment Date, then the Licensor has the right to directly request Client to remove or otherwise uninstall the Software from Client relevant underlying devices where the Software is installed, and initiate legal proceedings for the same.
- 7.5. Client shall pay all the legal charges, costs and expenses incurred by the Licensor or you and associated with collection proceedings and/or late payments caused by Client.
- 7.6. Client shall pay all sales, use and other taxes, excluding taxes on Licensor's income, imposed by any jurisdiction arising out of or related to the license granted under this Agreement or to Client use of the Software, regardless of when such tax liability is asserted.
9. Term and Termination
- 8.1. Except as otherwise agreed between the Parties hereto, Client shall be solely responsible for installation of the Software.
- 8.2. Client shall be solely responsible for any conversion of data required in connection with Client use of the Software to make such data compatible with the Software.
- 9.1. The initial term of the License shall commence on the Effective Date and shall continue for a period of three (3) years.
- 9.2. Thereafter, this Agreement shall be automatically renewed for successive three (3) years terms, subject to neither Party expressly notifying the termination of this Agreement, pursuant to Clause 9.3 c. below;
- 9.3. This Agreement shall immediately terminate:
- upon Licensor's written notice to you or Client, if you or Client breach or violate any of your or Client’s obligations under this Agreement or breach or violate any term of this Agreement and fail to correct such breach or violation, if such breach or violation is curable, to the satisfaction of Licensor, within ten (10) days after receiving notice of such breach or violation;
- upon receipt of Licensor’s notice for such breach, if such violation or breach is not curable; and
- upon one Party’s written notice to the other Party during the third month prior to the end of any of the terms provided under Clauses 9.1 and 9.2 above, as the case may be.
9.4. You or Client, as the case may be, shall, upon termination of this Agreement or the part of this Agreement only in relation to a Client, pursuant to Clause 9.3 above:
- discontinue all use of the Software;
- if the case, deliver to Licensor the Software and all other physical Copies of the Software;
- destroy, uninstall, or otherwise remove, as the case may be, the Software and all Copies of the Software contained in any computer memory or data storage apparatus under Client control;
- certify to Licensor within one week after the termination of this Agreement that Client have duly and fully performed the above obligations provided under Clauses 9.4 a., b. and c.
9.5. In case of cloud access of the Software granted to Client, upon termination of this Agreement, pursuant to Clause 9.3 above, the Licensor shall have right to block such access of the Software.10. Cloud Computing (applicable only if Software is being hosted by Licensor)
- 10.1. Such Clause and all of its provisions shall be applicable only if Software is being hosted by Licensor.
- 10.2. You and Client hereby acknowledge that, presently, Software is made available to Client through hosting the Software on Amazon Web Hosting Services (the “Web Host Service Provider”). Client is aware of risks involved in using the Software through the Web Host Service Provider.
- 10.3. The Licensor has to right to change the Web Host Service Provider without notice to you or Client and without informing you or Client of an appropriate downtime for the services during non business hours.
- 10.4. The uptime for use of the Software available to you or Client will be subject to the uptime/service level provided by the Web Host Service Provider at that time.
- 10.5. The Licensor shall not be responsible if you or Client is not able to access or use the Software due to any disruption or discontinuity of the services provided by the Web Host Service Provider, unless such disruption or discontinuity is due to reasons attributed to Licensor.
- 10.6. The Licensor shall have right to block Client access to the Software on the web hosting services provided by the Web Host Service Provider, in case of termination of this Agreement, pursuant to Clause 9.5 above.
- 10.7. Any inability on you or Client part to access the Software due to a problem with you or Client internet service, Client telecommunications service, or any other problem not caused by Licensor, the Software, or Web Host Service Provider, shall not be deemed an absence of availability of service for the purposes of this Agreement and Licensor shall have no liability or responsibility in respect thereof.
- 10.8. Any upgrades to the Software will be made by Licensor on a predefined schedule or plan. Upgrades to the Software will usually take place without interruption to the availability of service. However, if any such upgrade results in a disruption of service or a noticeable delay in response time, Licensor will use commercially reasonable efforts to minimize the impact of such upgrade.
- 10.9. In certain extraordinary circumstances, the services provided hereunder may become temporarily unavailable in order to preserve the integrity, security, stability or continued functioning of the Software, to address or mitigate specific and immediate external threats or other vulnerabilities, or to provide patches to key system components following the discovery of security issues. Licensor will give reasonably prompt notice to you and Client of the reason for any such emergency action. You and Client accept that prior notification of unavailability due to above circumstances may not always be practicable. Licensor will at all times use commercially reasonable efforts to minimize the downtime of the use of Software resulting from such emergencies.
- 10.10. Operating problems arising with Software as a result of internet latencies, you or Client network latencies, system failure, or acts or omissions of you or Client or your or Client employees or agents not authorized by this Agreement, shall not be responsibility of Licensor. As an example, and for the avoidance of doubt, issues with your or Client own computing platform, firewalls, internet access architecture or ISP issues will not be responsibility of Licensor.
- 10.11. In the event any physical security breaches or violations are detected, Licensor shall inform you and Client as soon as practicable upon becoming aware thereof, and promptly commence action to resolve the security issue and implement measures to prevent recurrence.
- 10.12. The information and data regarding you and Client that is provided by you or Client in connection with this Agreement or in the course of your and Client business relationship with Licensor will be included in Licensor’s contact database. This information will be used to enable Licensor to review, develop and improve the services offered by Licensor and enable Licensor to provide Client the Software and support hereunder. You and Client represent that you and Client have read and understood the above and consent to the uses and disclosures described in this paragraph.
- 10.13. Licensor shall provide 28 days’ advance notice to you and Client in the event that a change of Web Host Service Provider is planned that may affect the availability levels of the services.
- 10.14. Fair usage caps may apply if such is provided under the Documentation and if the usage exceeds such fair usage caps, then new terms may need to be agreed, unless predefined.
- 10.15. In case of an early termination, Client shall be responsible for the remaining fee for the relevant reserved instances provided by the Web Host Service Provider and done for Client which shall be calculated as of termination date of this Agreement until the date for which such fee has been paid.
- 11.1. You and Client shall instruct your and, respectively, Client employees, consultants and advisors that making unauthorized Copies of the Software or any portion thereof, or permitting unauthorized use of the Software, constitutes a violation of copyright law and of this Agreement.
- 11.2. If any such employees, consultants or advisors, subsequent to grant of License hereof makes an unauthorized Copy of the Software or any portion thereof, or permits more than the permitted number of users, if applicable, to use the Software or any portion thereof, Client shall pay to Licensor the full price for each unauthorized Copy and the full cost of adding each additional user, based on Licensor's then current standard rates for a similar number of users or instances of Software.
- 11.3. Upon Licensor's reasonable request, Client shall provide signed statements verifying Client compliance with this Agreement.
- 12.1. Licensor has right to license and distribute the Software.
- 12.2. As of the Effective Date, Licensor warrants that:
- it has the authority to allow the use of the Software and performance of this Agreement shall not breach any separate agreement by which Licensor is bound;
- this Agreement does not infringe any copyright, trademark or trade secret right of any third party; and
- the Software will perform substantially as described in Clause 1. However, Licensor shall not be liable under this warranty if the Software has not been used in accordance with this Agreement, or as per the Documentation that was provided to Client at the time of handover, or has been modified or altered, abused or misapplied, or if Client have failed to incorporate all upgrades provided to Client by Licensor or have used the Software in combination or conjunction of any other software not provided by or approved by the Licensor.
13. Limitation of Remedies
- 12.3. In the event of a breach of any warranty under Clause 12.2 above, Client may request the Licensor by written notice to remedy it in a reasonable period.
- 12.4. Each Party warrants to the other Party that it has the legal right and authority to enter into this Agreement.
- 12.5. YOU AND CLIENT ACKNOWLEDGE THAT COMPLEX SOFTWARE IS NEVER WHOLLY FREE FROM DEFECTS, ERRORS AND BUGS; AND SUBJECT TO THE OTHER PROVISIONS OF THIS AGREEMENT, LICENSOR GIVES NO WARRANTY OR REPRESENTATION THAT THE SOFTWARE WILL BE WHOLLY FREE FROM DEFECTS, ERRORS AND BUGS.
- 12.6. YOU AND CLIENT ACKNOWLEDGE THAT COMPLEX SOFTWARE IS NEVER ENTIRELY FREE FROM SECURITY VULNERABILITIES; AND SUBJECT TO THE OTHER PROVISIONS OF THIS AGREEMENT, LICENSOR GIVES NO WARRANTY OR REPRESENTATION THAT THE SOFTWARE WILL BE ENTIRELY SECURE.
- 12.7. EXCEPT AS EXPRESSLY SET FORTH UNDER THIS CLAUSE, LICENSOR DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SOFTWARE OR THE APPLICATION, OPERATION OR USE THEREOF, THE DATA GENERATED BY THE OPERATION OR USE THEREOF, OR ANY SUPPORT SERVICES RENDERED WITH RESPECT THERETO.
- 12.8. LICENSOR HEREBY EXCLUDES ALL IMPLIED WARRANTIES TO THE EXTENT PERMITTED BY LAW, INCLUDING, SPECIFICALLY, ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
- 12.9. LICENSOR HEREBY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY, OR OF MERCHANTABLE QUALITY, OR OF FITNESS FOR ANY PURPOSE, PARTICULARLY, SPECIFIC OR OTHERWISE, OR OF NONINFRINGEMENT, CONCERNING THE SOFTWARE AND THE APPLICATION, OPERATION OR USE THEREOF.
- 13.1. YOU AND CLIENT ACKNOWLEDGE AND AGREE THAT YOU AND CLIENT HAVE INDEPENDENTLY VERIFIED THAT THE SOFTWARE IS APPROPRIATE FOR THE PURPOSES FOR WHICH YOU AND CLIENT INTEND TO USE THE SOFTWARE, AND THAT YOU AND CLIENT HAVE NOT RELIED UPON ANY SKILL OR JUDGMENT OF LICENSOR IN SUCH SELECTION.
- 13.2. YOU AND CLIENT ASSUME THE ENTIRE RISK RELATED TO THE USE OF THE SOFTWARE. LICENSOR'S LIABILITY IN CONTRACT, TORT OR OTHERWISE IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEE PAID TO LICENSOR BY CLIENT FOR THE SOFTWARE IN THE LAST YEAR.
- 13.3. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, YOU AND CLIENT FURTHER AGREE THAT NEITHER LICENSOR NOR ITS LICENSORS SHALL BE LIABLE TO YOU OR CLIENT OR ANY OTHER PERSON OR ENTITY FOR DAMAGES IN THE FORM OF CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, LOSS OF GOODWILL OR OTHERWISE, OR FOR EXEMPLARY DAMAGES, RESULTING FROM YOUR OR CLIENT USE OR INABILITY TO USE THE SOFTWARE OR FROM ANY SUPPORT SERVICES RENDERED WITH RESPECT THERETO OR FROM LOST OR CORRUPTION OF ANY DATA, DATABASE OR SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.1. Licensor will indemnify you or Client from and against any liability to third parties arising from a claim that the Software infringes upon any third party's patent, copyright or trade secret rights, provided you or Client, as the case may be:
- promptly give Licensor written notice of the claim; and
- give Licensor full authority to defend such claim and provide Licensor with all information and assistance Licensor requests in connection with any defense of such claim, and
- give Licensor sole control of the defense of such claim and all negotiations for the compromise or settlement thereof including, without limitation, the right to delegate your or Client obligations or rights under this Clause, in whole or in part, to its licensors; provided, however, that Licensor's agreement to indemnify you or Client shall be limited in amount to the license fee paid by Client to Licensor hereunder in the last year and shall be limited to the Software in the form and as delivered to you and Client.
14.2. If a third-party claim against you or Client results in a judicial order preventing you or Client, as the case may be, from using the Software, Licensor, in its sole discretion, may:
- procure from the third party the right to allow you or Client to continue to use the Software;
- modify or replace the Software or infringing-portions thereof to become non-infringing; or
- in the event that the foregoing options are not, in the sole judgment of Licensor, reasonably practical, terminate this Agreement (or part of, in case of Client) immediately upon written notice to you or Client, as the case may be, and in the event of such termination by Licensor the license fee paid by Client will be promptly refunded by Licensor for any remaining licensing period.
14.3. Neither Licensor nor its licensors shall have any indemnification obligation to you or Client nor otherwise be liable to you or Client for any infringement based on:
- Your or Client operation of an application developed using the Software;
- Your or Client combination of the Software with other products not furnished by Licensor; or
- Your or Client use of a superseded or altered version of the Software.
- 14.4. Licensor will have no obligation for any costs incurred by you or Client without Licensor's prior written authorization.
- 14.5. The provisions of this Clause state the exclusive liability of Licensor, and your and Client exclusive remedy, with respect to any claim of patent, copyright, or trade secret infringement. You and Client are not entitled to make any other claim against Licensor or Licensor's licensors on account thereof.
- 15.1. You and Client hereby acknowledge and agree that the Software and Documentation constitute and contain valuable proprietary products and trade secrets of Licensor and/or its suppliers, embodying substantial creative efforts and Confidential Information, ideas, and expressions. Accordingly, you and Client agree to treat (and take precautions to ensure that your and Client employees, consultants and advisors treat) the Software and Documentation as confidential in accordance with the confidentiality requirements and conditions set forth below.
- 15.2. Each Party agrees to keep confidential all Confidential Information disclosed to it by the other Party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of Confidential Information); provided, however, that neither Party shall have any such obligation with respect to use of disclosure to others not parties to this Agreement of such Confidential Information as can be established to:
- have been known publicly;
- have been known generally in the industry before communication by the Discloser to the Recipient;
- have become know publicly, without fault on the part of the Recipient, subsequent to disclosure by the Discloser;
- have been known otherwise by the Recipient before communication by the Discloser; or
- be independently developed by the Licensor without using your or Client Confidential Information.
15.3. You and Client acknowledge that the unauthorized use, transfer or disclosure of the Software and Documentation or copies thereof will:
- substantially diminish the value to Licensor of the trade secrets and other proprietary interests that are the subject of this Agreement;
- render Licensor’s remedy at law for such unauthorized use, disclosure or transfer inadequate; and
- cause irreparable injury in a short period of time.
16. Force Majeure
- 15.4. If either Party breaches any of its obligations herein stated above with respect to the use or confidentiality of the Software or Documentation or Confidential Information, the aggrieved Party shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
- 15.5. Both Parties obligations under this Clause will survive the termination of this Agreement or of any License granted.
16.1. If by reason of labor disputes, strikes, lockouts, riots, war, terrorist events, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions, appropriation or other causes beyond the control of a Party hereto, either Party is unable to perform in whole or in part its obligations as set forth in this Agreement, then such Party shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make such Party liable to the other Party. Neither Party shall be liable for any loss, injury, delay or damages suffered or incurred by the other Party due to the above causes.17. Notices
- 17.1. Any notice from one Party to the other Party under this Agreement must be sent via e-mail, in which case the notice shall be deemed to be received at the time indicated in the e-mail received by the receiving Party.
- 17.2. The Parties' contact e-mail for notices under this Clause are as follows:
- in the case of notices sent by you to Licensor, firstname.lastname@example.org; and
- in the case of notices sent by Licensor to you, the e-mail you have provided to the Licensor at the moment of registration.
17.3. The e-mail details set out in this Clause may be updated from time to time by a Party giving notice of the update to the other Party in accordance with this Clause.18. Miscellaneous
- 18.1. This Agreement and all of the terms, provisions and conditions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
- 18.2. Licensor has right to assign this Agreement to any other third party. However, you and Client can not assign this License or any of your and Client rights or obligations under this Agreement without the prior written consent of Licensor as long as you or Client permanently transfer and cease all use of the Software, and the proposed transferee agrees to be bound by the terms of this Agreement, and is in Licensor's sole opinion a responsible party and of equivalent scope and size as the current Client.
- 18.3. Any attempted assignment in violation of this Clause by you or Client of your or Client rights or obligations under this Agreement, whether by operation of law or otherwise, shall have no force and effect.
- 18.4. You and Client agree to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentially or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software, and to reproduce and include same on each Copy of the Software.
- 18.6. No modification, variation or amendment of this Agreement shall be effective without the written consent of both Parties hereto. A failure of either Party to this Agreement to enforce at any time any of the provisions of this Agreement, or to require at any time performance of any of the provisions hereof, shall in no way affect the full right to require such performance at any time thereafter. No waiver shall be deemed a waiver of any other breach of the same or any other term or condition hereof.
- 18.7. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant provision will be deemed to be deleted).
- 18.8. In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
- 18.9. This Agreement is made for the benefit of the Parties and is not intended to benefit any third party. The rights of the Parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
- 18.10. This Agreement shall be governed by and construed in accordance with Canadian law.
- 18.11. The courts of Canada shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.