iv
6.
IRREPARABLE HARM
6.1
Licensee acknowledges that the Software and Data constitute a special, irreplaceable asset of great value
to CAE Healthcare, and that a breach, in any way, of any of Licensee’s obligations under Sections 2 (License), and 5
(Non-Disclosure) hereof would cause serious and irreparable harm to CAE Healthcare which may not be adequately
compensated for in damages. If the Licensee breaches any of such provisions, Licensee consents to an injunction
being issued against it restraining it from any further breach of such provision, without derogation from any other
remedy which CAE Healthcare may have in the event of such a breach.
7.
WARRANTY, LIMITATION OF LIABILITY
7.1
THE SOLE WARRANTIES PROVIDED BY CAE HEALTHCARE ARE LIMITED TO THE WARRANTIES PROVIDED IN
THE HEPGTC. ANY WARRANTIES PROVIDED ARE PERSONAL AND NOT TRANSFERABLE.
7.2
CAE HEALTHCARE’S LIABILITY SHALL IN NO CIRCUMSTANCES EXCEED THE LIMITATION OF LIABILITY
INDICATED IN THE HEPGTC. LIABILITY, IF ANY, SHALL BE SOLELY FOR DIRECT DAMAGES, NOT TO EXCEED ON A
CUMULATIVE BASIS THE AMOUNT PAID BY LICENSEE FOR THE PRODUCT.
8.
GOVERNING LAW
8.1
This Agreement shall be governed by, subject to, and interpreted according to the laws of the State of
Florida, U. S. A., without regard to its conflict of law rules. In all cases, the Parties expressly exclude and waive the
application of the United Nations Convention on Commercial Agreements for the International Sale of Goods (1980)
(Vienna Sales Convention) as amended.
8.2
The exclusive forum for the resolution of any and all disputes arising out of or in connection with this
Agreement shall be a court of appropriate jurisdiction located in the State of Florida, U.S.A. Each Party hereby
waives any right that it might otherwise have to object to such venue or seek dismissal of the action on the basis
of forum non-conveniens. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT.
8.3
Notwithstanding the foregoing, if a party seeks injunctive proceedings to preserve confidentiality
obligations or intellectual property rights, then it is entitled to seek relief before the competent court/body of any
jurisdiction.
9.
MISCELLANEOUS
9.1
United States Government Customer: If Licensee is the United States Government (“U.S. Government”) or
a unit or agency of the U.S. Government, the Software and Data are deemed to be “commercial computer software”
and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR
Section 12.212 b) as applicable. Any use, modification, reproduction, release, performance, display, or disclosure
of the Software and/or Data by the U. S. Government, or any of its units or agencies shall be governed solely by
the terms of this License and the HEPGTC. Any technical data provided by CAE Healthcare with the Product that is
not covered by the above provisions is deemed to be “technical data-commercial items” pursuant to DFAR Section
252.227.7015(a).
9.2
Amendment. This License may only be amended by the duly authorized representatives of CAE
Healthcare.
9.3
No Waiver: The failure of CAE Healthcare to enforce at any time any of the provisions of this License, or
to require at any time the performance by Licensee of any of the provisions hereof, shall not be construed to be a
waiver of such provisions, nor in any way affect the validity of this License or any part thereof, or the right of CAE
Healthcare thereafter to enforce any such provision.
9.4
No third-party beneficiaries. Nothing in this Agreement shall be construed as creating or giving rise to any
rights for any third parties or any persons other than the parties to this Agreement.
9.5
Notices: Notices or communications pertaining to this Agreement must be given in writing and delivered
to the addressee as indicated in the HEPGTC.
License/Copyright
Summary of Contents for METIman
Page 1: ...METIman User Guide...
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