Tait TM9356 User Manual

Tait general software licence agreement 4011.3. ASSIGNMENTS AND SUBCONTRACT-ING. Tait may assign its rights or subcontractits obligations under this Agreement, orencumber or sell its rights in any Software,without prior notice to, or consent of,Licensee.11.4. GOVERNING LAW. This Agreementshall be subject to and construed in accor-dance with New Zealand law and disputesbetween the parties concerning the provi-sions hereof shall be determined by the NewZealand Courts of Law. Provided howeverTait may at its election bring proceedings forbreach of the terms hereof or for the enforce-ment of any judgment in relation to a breachof the terms hereof in any jurisdiction Taitconsiders fit for the purpose of ensuringcompliance with the terms hereof or obtain-ing relief for breach of the terms hereof.11.5. THIRD-PARTY BENEFICIARIES. ThisAgreement is entered into solely for thebenefit of Tait and Licensee. No third partyhas the right to make any claim or assert anyright under this Agreement, and no thirdparty is deemed a beneficiary of this Agree-ment. Notwithstanding the foregoing, anylicensor or supplier of third-party softwareincluded in the Software will be a direct andintended third-party beneficiary of thisAgreement.11.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9,10, and 11 survive the termination of thisAgreement.11.7. ORDER OF PRECEDENCE. In the eventof inconsistencies between this Agreementand any other Agreement between theparties, the parties agree that, with respectto the specific subject matter of this Agree-ment, this Agreement prevails.11.8 SECURITY. Tait uses reasonable meansin the design and writing of its own Softwareand the acquisition of third-party Software inorder to limit Security Vulnerabilities. Whileno software can be guaranteed to be freefrom Security Vulnerabilities, if a SecurityVulnerability is discovered, Tait will take thesteps specified in Section 6 of this Agree-ment.11.9 EXPORT. Licensee will not transfer,directly or indirectly, any Designated Product,Documentation or Software furnished here-under or the direct product of such Documen-tation or Software to any country for whichNew Zealand or any other applicable countryrequires an export license or other govern-mental approval without first obtaining suchlicense or approval.11.10 SEVERABILITY. In the event that anypart or parts of this Agreement shall be heldillegal or null and void by any court or admin-istrative body of competent jurisdiction, suchdetermination shall not affect the remainingterms which shall remain in full force andeffect as if such part or parts held to be ille-gal or void had not been included in thisAgreement. Tait may replace the invalid orunenforceable provision with a valid andenforceable provision that achieves the origi-nal intent and economic effect of this Agree-ment.11.11 CONSUMER GUARANTEES. Licenseeacknowledges that the licenses supplied interms of this agreement are supplied toLicensee in business, and that the guaranteesand other provisions of prevailing consumerprotection legislation shall not apply.11.12 WHOLE AGREEMENT. Licenseeacknowledges that it has read this Agree-ment, understands it and agrees to be boundby its terms and conditions. Licensee alsoagrees that, subject only to the express termsof any other agreement between Tait andLicensee to the contrary, this is the completeand exclusive statement of the Agreementbetween it and Tait in relation to the Soft-ware. This Agreement supersedes anyproposal or prior agreement, oral or written,and any other communications betweenLicensee and Tait relating to the Softwareand the Designated Products.