and, in such instances, Christie’s liability will be limited only to the maximum extent
permitted by law.
Termination
1.
Christie may terminate this Agreement at any time and for any reason. Christie may also
terminate this Agreement if the Licensee breaches or is in default of any obligation of
Licensee under this Agreement. Upon termination of this Agreement, the Licensee will
immediately (i) cease using the Software and (ii) uninstall the Software from any personal
computers, servers or other devices (to the extent it is installed thereon). The Licensee’s
obligation under this provision will survive the termination of this Agreement.
General
1.
Notices
: Unless otherwise set forth in this Agreement, all notices, or other
communications hereunder will be deemed to have been duly given when made in
writing and delivered in person, by courier or deposited in the mail, postage prepaid,
and registered mail, return receipt requested, and addressed to Licensee at the
billing address supplied to Christie by Licensee, and addressed to Christie at Christie
Digital Systems USA, Inc., c/o Christie Digital Systems Canada, Inc. at 809
Wellington Street North, Kitchener, Ontario, Canada N2G 4Y7, with a copy (which
will not constitute notice) to Christie’s Legal Department at the same address.
2.
Severability and Waiver
: Any provision of this Agreement which is held by any
court to be unenforceable or invalid will be deemed severed from this Agreement,
without affecting any other provision of this Agreement. No waiver by Christie of any
particular default or omission committed by Licensee will affect or impair the right of
Christie in respect of any subsequent default or omission of the same or a different
kind. No delay or failure by Christie to exercise any rights in connection with any
default or omission committed by Licensee will affect or impair Christie’s rights in
respect of that particular default or omission or any subsequent default or omission of
the same or different kind. In any event, time will continue to be of the essence
without the necessity of specific reinstatement.
3.
Governing Law
: This Agreement is governed by the laws of the State of California,
without regard to its conflict of law principles. Any suit or action arising out of or in
connection with this Agreement will be brought in the federal or state courts located in
Orange County, State of California. Each of Licensor and Licensee hereby irrevocably
submit to the jurisdiction of such courts for the purpose of such suit or action and
expressly and irrevocably waive, to the fullest extent permitted by law, any objection it
may now or hereafter have to the venue of any such suit or action in any such court
and any such claim that any suit or action has been brought in an inconvenient forum.
