Spectra Precision FAST Survey - Manual (Página 5)

requires an export license or other governmental ap-
proval at the time of export or re-export without first
obtaining such license or approval; or (d) otherwise
in violation of any export or import restrictions, laws
or regulations of any United States or foreign agency
or authority. You agree to the foregoing and warrant
that you are not located in, under the control of, or a
national or resident of any such prohibited country or
on any such prohibited party list. The Software is fur-
ther restricted from being used for the design or de-
velopment of nuclear, chemical, or biological
weapons or missile technology, or for terrorist activi-
ty, without the prior permission of the United States
government.
12.General.
12.1.Assignment. This Agreement will bind and in-
ure to the benefit of each party’s permitted succes-
sors and assigns. Licensor may assign this
Agreement to any affiliate or in connection with a
merger, reorganization, acquisition or other transfer
of all or substantially all of Licensor’s assets or voting
securities. You may not assign or transfer this Agree-
ment, in whole or in part, without Licensor’s written
consent. Any attempt to transfer or assign this Agree-
ment without such written consent will be null and
void.
12.2.Severability. If any provision of this Agreement
shall be adjudged by any court of competent jurisdic-
tion to be unenforceable or invalid, that provision
shall be limited to the minimum extent necessary so
that this Agreement shall otherwise remain in effect.
12.3.Governing Law; Jurisdiction and Venue.
• 12.3.1.Unless you obtained this Software in
Canada or the European Union, this Agreement
is governed by the laws of the State of California
and the United States without regard to con-
flicts of laws provisions thereof, and without re-
gard to the United Nations Convention on the
International Sale of Goods. In such case the
jurisdiction and venue for actions related to the
subject matter hereof are the State of California
and United States federal courts located in San-
ta Clara County, California, and both parties
hereby submit to the personal jurisdiction of
such courts.
• 12.3.2.If you obtained this Software in Canada,
this Agreement is governed by the laws of the
Province of Ontario, Canada, excluding its rules
governing conflicts of laws and without regard to
the United Nations Convention on the Interna-
tional Sale of Goods. In such case jurisdiction
and venue for actions related to the subject mat-
ter hereof are the courts of the Judicial District
of York, Province of Ontario and both parties
hereby submit to the personal jurisdiction of
such courts.
• 12.3.3.If you obtained this Software in the Eu-
ropean Union, this Agreement is governed by
the laws of The Netherlands, excluding its rules
governing conflicts of laws and without regard to
the United Nations Convention on the Interna-
tional Sale of Goods. In such case each jurisdic-
tion and venue for actions related to the subject
matter hereof are the courts of The Hague, The
Netherlands and both parties hereby submit to
the personal jurisdiction of such courts.
12.4.Attorneys’ Fees and Costs. The prevailing party
in any action to enforce this Agreement will be enti-
tled to recover its attorneys’ fees and costs in con-
nection with such action.
12.5.Notices and Reports. Any notice or report here-
under shall be in writing. If to Licensor, such notice
or report shall be sent to Licensor at the address
above to the attention of “Legal Department”. If to
you, such notice or report shall be sent to the address
you provided upon placing your order. Notices and re-
ports shall be deemed given: (a) upon receipt if by
personal delivery; (b) upon receipt if sent by certified
or registered U.S. mail (return receipt requested); or
(c) one day after it is sent if by next day delivery by a
major commercial delivery service.
12.6.Amendments; Waivers. No supplement, modifi-
cation, or amendment of this Agreement shall be
binding, unless executed in writing by a duly autho-
rized representative of each party to this Agreement.
No waiver will be implied from conduct or failure to
enforce or exercise rights under this Agreement, nor
will any waiver be effective unless in a writing signed
by a duly authorized representative on behalf of the
party claimed to have waived.
12.7.Entire Agreement. This Agreement is the com-
plete and exclusive statement of the mutual under-
standing of the parties and supersedes and cancels
all previous written and oral agreements and commu-
nications relating to the subject matter of this Agree-
ment. No provision of any purchase order or in any
other business form employed by you will supersede
the terms and conditions of this Agreement, and any
such document issued by a party hereto relating to
this Agreement shall be for administrative purposes
only and shall have no legal effect. Notwithstanding
the foregoing, if you have entered into a separate
written license agreement signed by Licensor for use
of the Software, the terms and conditions of such
other agreement shall prevail over any conflicting
terms or conditions in this Agreement.
12.8.Independent Contractors. The parties to this
Agreement are independent contractors. There is no
relationship of partnership, joint venture, employ-
ment, franchise or agency created hereby between
the parties. Neither party will have the power to bind
the other or incur obligations on the other party’s be-
half without the other party’s prior written consent.
12.9.Force Majeure. Neither party shall be liable to
the other for any delay or failure to perform any obli-
gation under this Agreement (except for a failure to
pay fees) if the delay or failure is due to unforeseen
events, which occur after the signing of this Agree-
ment and which are beyond the reasonable control of
the parties, such as strikes, blockade, war, terrorism,
riots, natural disasters, refusal of license by the gov-
ernment or other governmental agencies, in so far as
such an event prevents or delays the affected party
from fulfilling its obligations and such party is not
able to prevent or remove the force majeure at rea-
sonable cost.
12.10.Government End-Users. The Software is com-
mercial computer software. If the user or licensee of
the Software is an agency, department, or other enti-
ty of the United States Government, the use, dupli-
cation, reproduction, release, modification,
disclosure, or transfer of the Software, or any related
documentation of any kind, including technical data
and manuals, is restricted by a license agreement or
by the terms of this Agreement in accordance with
Federal Acquisition Regulation 12.212 for civilian
purposes and Defense Federal Acquisition Regula-
tion Supplement 227.7202 for military purposes.
The Software was developed fully at private expense.
All other use is prohibited.