Tait TB7300, Installation And Operation Manual

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88 TB7300 Installation and Operation Manual
© Tait Limited November 2016
indirect, or consequential arising out of or in con-
nection with any use or inability of using the
Software.
10.2. Licensee’s sole remedy against Tait will be
limited to breach of contract and Tait sole and
total liability for any such claim shall be limited
at the option of Tait to the repair or replacement
of the Software or the refund of the purchase
price of the Software.
Section 11 GENERAL
11.1. COPYRIGHT NOTICES. The existence of
a copyright notice on the Software will not be
construed as an admission or presumption of
publication of the Software or public disclosure
of any trade secrets associated with the Software.
11.2. COMPLIANCE WITH LAWS. Licensee
acknowledges that the Software may be subject
to the laws and regulations of the jurisdiction
covering the supply of the Designated Products
and will comply with all applicable laws and reg-
ulations, including export laws and regulations,
of that country.
11.3. ASSIGNMENTS AND SUBCONTRACT-
ING. Tait may assign its rights or subcontract its
obligations under this Agreement, or encumber
or sell its rights in any Software, without prior
notice to, or consent of, Licensee.
11.4. GOVERNING LAW. This Agreement shall
be subject to and construed in accordance with
New Zealand law and disputes between the par-
ties concerning the provisions hereof shall be
determined by the New Zealand Courts of Law.
Provided however Tait may at its election bring
proceedings for breach of the terms hereof or for
the enforcement of any judgment in relation to a
breach of the terms hereof in any jurisdiction Tait
considers fit for the purpose of ensuring compli-
ance with the terms hereof or obtaining relief for
breach of the terms hereof.
11.5. THIRD-PARTY BENEFICIARIES. This
Agreement is entered into solely for the benefit
of Tait and Licensee. No third party has the right
to make any claim or assert any right under this
Agreement, and no third party is deemed a bene-
ficiary of this Agreement. Notwithstanding the
foregoing, any licensor or supplier of third-party
software included in the Software will be a direct
and intended third-party beneficiary of this
Agreement.
11.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10,
and 11 survive the termination of this Agree-
ment.
11.7. ORDER OF PRECEDENCE. In the event
of inconsistencies between this Agreement and
any other Agreement between the parties, the
parties agree that, with respect to the specific
subject matter of this Agreement, this Agreement
prevails.
11.8. SECURITY. Tait uses reasonable means in
the design and writing of its own Software and
the acquisition of third-party Software in order to
limit Security Vulnerabilities. While no software
can be guaranteed to be free from Security Vul-
nerabilities, if a Security Vulnerability is discov-
ered, Tait will take the steps specified in Section
6 of this Agreement.
11.9. EXPORT. Licensee will not transfer,
directly or indirectly, any Designated Product,
Documentation or Software furnished hereunder
or the direct product of such Documentation or
Software to any country for which New Zealand
or any other applicable country requires an
export license or other governmental approval
without first obtaining such license or approval.
11.10. SEVERABILITY. In the event that any
part or parts of this Agreement shall be held ille-
gal or null and void by any court or administra-
tive body of competent jurisdiction, such deter-
mination shall not affect the remaining terms
which shall remain in full force and effect as if
such part or parts held to be illegal or void had
not been included in this Agreement. Tait may
replace the invalid or unenforceable provision
with a valid and enforceable provision that
achieves the original intent and economic effect
of this Agreement.
11.11. CONSUMER GUARANTEES. Licensee
acknowledges that the licenses supplied in terms
of this agreement are supplied to Licensee in
business, and that the guarantees and other provi-
sions of prevailing consumer protection legisla-
tion shall not apply.
11.12. WHOLE AGREEMENT. Licensee
acknowledges that it has read this Agreement,
understands it and agrees to be bound by its terms
and conditions. Licensee also agrees that, subject
only to the express terms of any other agreement
between Tait and Licensee to the contrary, this is
the complete and exclusive statement of the
Agreement between it and Tait in relation to the
Software. This Agreement supersedes any pro-
posal or prior agreement, oral or written, and any
other communications between Licensee and
Tait relating to the Software and the Designated
Products.