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6.
WAIVER
The waiver by either party of a breach of the provisions hereof by the other shall not be construed as a
waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the
part of either party to exercise any right that it may have under this Licence operate as a waiver of any
breach or default by the other party.
7.
NOTICES
Any notices or instruction to be given hereunder shall be delivered or sent by first-class post or telecopier
to the other party, and shall be deemed to have been served (if delivered) at the time of delivery or (if
sent by post) upon the expiration of seven days after posting or (if sent by telecopier) upon the expiration
of twelve hours after transmission.
8.
ASSIGNMENT AND SUB-LICENSING
The Licensee may at his discretion assign the System and in doing so shall assign this License its rights
and obligations to the purchaser who shall without reservation agree to be bound by this License. The
original Licensee and any subsequent Licensees shall be bound by the obligations of this License in
perpetuity.
9.
LIMITATION OF LIABILITY
The Company‘s maximum liability under any claim including any claim in respect of infringement of the
intellectual property rights of any third party shall be, at the option of the Company either:
(a)
return of a sum calculated as the price received for the System by the Company from its immediate
customer depreciated on a straight line basis over a one year write-off period; or
(b)
repair or replacement of those components of the System that do not meet the warranties contained
within this Document.
The foregoing states the entire liability of the Company to the Licensee.
10. CONSEQUENTIAL LOSS
Even if the Company has been advised of the possibility of such damages, and notwithstanding anything
else contained herein the Company shall under no event be liable to the Licensee or to any other persons
for loss of profits or contracts or damage (whether direct or consequential) arising in connection with the
System or any modification, variation or enhancement thereof and including any documentation or data
provided by the Company or for any other indirect or consequential loss.
11. ENTIRE AGREEMENT
The Company shall not be liable to the Licensee for any loss arising in connection with any
representations, agreements, statements or undertakings made prior to the date of supply of the System
to the Licensee.
12. TERMINATION
This Licence may be terminated forthwith by the Company if the Licensee commits any material breach of
any terms of this License. Forthwith upon such termination the Company shall have immediate right of
access to the System for the purpose of removing it.
13. SEVERABILITY
Notwithstanding that the whole or any part of any provision of this Document may prove to be illegal or
unenforceable the other provisions of this Document and the remainder of the provision in question shall
remain in full force and effect.
14. HEADINGS
The headings to the Clauses are for ease of reference only and shall not affect the interpretation or
construction of this Document.
15. LAW
This Document shall be governed by and construed in accordance with English law and all disputes
between the parties shall be determined in England in accordance with the Arbitration Act 1950 and
1979.
LICENSE AND LIMITED WARRANTY
1.
DEFINITIONS
In this Licence and Limited Warranty the following words and phrases shall bear the following meanings:
‘the Company’
is CEDAR Audio Limited of 20 Home End, Fulbourn, Cambridge CB21 5BS, UK;
‘the System’
means an instance of the DNS1500 sound-reprocessing system comprising hardware
and software held on non-volatile memory (‘firmware’) developed by the Company;
‘this Document’
means this License and Limited Warranty.
2.
ISSUE AND USE OF THE SYSTEM
2.1
The terms and conditions of this Document are implicitly accepted by any person or body corporate
who shall at any time use or have access to the System, and are effective from the date of supply of
the System by CEDAR Audio Limited to its immediate customer.
2.2
The Company hereby grants to the Licensee and the Licensee agrees to accept a
non-exclusive right to use the System.
3.
PROPERTY AND CONFIDENTIALITY
3.1
The System contains confidential information of the Company and all copyright, trade marks, trade
names, styles and logos and other intellectual property rights in the System including all
documentation and manuals relating thereto are the exclusive property of the Company. The
Licensee acknowledges that all such rights are the property of the Company and shall not question
or dispute the ownership of any such rights nor use or adopt any trading name or style similar to
that of the Company.
3.2
The Licensee shall not attempt to reverse engineer, modify, copy, merge or transcribe the whole or
any part of the System or any information or documentation relating thereto.
3.3
The Licensee shall take all reasonable steps to protect the confidential information and intellectual
property rights of the Company.
4.
LIMITED WARRANTY AND POST-WARRANTY OBLIGATIONS
4.1
The Company warrants that the System will perform substantially in accordance with the
appropriate section of its accompanying product manual for a period of one year from the date of
supply to the Company‘s immediate customers.
4.2
The Company will make good at its own expenses by repair or replacement any defect or failure
that develops in the System within one year of supply to the Company‘s immediate customer.
4.3
The Company shall have no liability to remedy any defect, failure, error or malfunction that arises as
a result of any improper use, operation or neglect of the System, or any attempt to repair or modify
the System by any person other than the Company or a person appointed with the Company‘s prior
written consent.
4.4
In the case of any defect or failure in the System occurring more than twelve months after its supply
to the Company‘s immediate customer the Company will at its option and for a reasonable fee make
good such defect or failure by repair or replacement (at the option of the Company) subject to the
faulty equipment having first been returned to the Company. The Company will use reasonable
efforts to return repaired or replacement items promptly, all shipping, handling and insurance costs
being for the account of the Licensee.
4.5
The above undertakings 4.1 to 4.4 are accepted by the Licensee in lieu of any other legal remedy in
respect of any defect or failure occurring during the said period and of any other obligations or
warranties expressed or implied including but not limited to the implied warranties of saleability and
fitness for a specific purpose.
4.6
The Licensee hereby acknowledges and accepts that nothing in this Document shall impose upon
the Company any obligation to repair or replace any item after a time when it is no longer produced
or offered for supply by the Company or which the Company certifies has been superseded by a
later version or has become obsolete.
5.
FORCE MAJEURE
The Company shall not be liable for any breach of its obligations hereunder resulting from causes beyond
its reasonable control including, but not limited to, fires, strikes (of its own or other employees),
insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to
obtain supplies and raw materials, or requirements or regulations of any civil or military authority.
