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End-User License Agreement
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8. GOVERNING LAW
8.1 Save and except for Products designed and manufactured in Canada, this License, is governed by the internal
substantive laws of the State of California applicable to agreements to be made and to be performed solely within
California, without giving effect to any conflicts or choice of laws principles that otherwise might be applicable.
For those Products designed and manufactured in Canada, the substantive laws of the Province of Ontario
(excluding its conflict of law rules) and the laws of Canada applicable therein, shall apply. 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 Save and except for Products designed and manufactured in Canada, all disputes arising from or related to this
Agreement shall be litigated in Santa Clara County in the State of California. For those Products designed and
manufactured in Canada, the venue shall be Toronto, Canada. 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 Embedded 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 MEPGTC. 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.