DVI-Ramp2 / DVI-Ramp2 DSK
AFFILIATES, CONTRACTORS,
SUBSIDIARIES, NOR ANYONE ELSE WHO
HAS BEEN INVOLVED IN THE CREATION,
PRODUCTION OR DELIVERY OF ANY
MATERIALS PROVIDED BY MIRANDA,
INCLUDING BUT NOT LIMITED TO THE
SOFTWARE, SHALL BE LIABLE FOR ANY
DIRECT, INDIRECT, CONSEQUENTIAL,
INCIDENTAL OR PUNITIVE DAMAGES
(INCLUDING DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS
INFORMATION, AND THE LIKE) ARISING
OUT OF THE USE OR INABILITY TO USE
SUCH MATERIALS, EVEN IF MIRANDA
HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THE LIMITATIONS
SET FORTH ABOVE SHALL BE DEEMED
TO APPLY TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW AND
NOTWITHSTANDING THE FAILURE OF
THE ESSENTIAL PURPOSE OF ANY
LIMITED REMEDIES. THE PARTIES
ACKNOWLEDGE AND AGREE THAT THEY
HAVE FULLY CONSIDERED THE
FOREGOING ALLOCATION OF RISK AND
FIND IT REASONABLE, AND THAT THE
FOREGOING LIMITATIONS ARE AN
ESSENTIAL BASIS OF THE BARGAIN
BETWEEN THE PARTIES.
6. Ownership:
All patents, copyrights,
trademarks, trade secrets and other ownership
rights in the Software are and shall remain in
MIRANDA. The source code of the Software
and all information regarding the design,
structure or internal operation of the Software are
valuable trade secrets of MIRANDA
("Confidential Information"), provided however,
that "Confidential Information" shall not include
information which otherwise would be
Confidential Information to the extent that such
information was publicly known prior to the time
the User received it, or became known to the
User from a third party which lawfully disclosed
it to the User without any confidentiality
obligation. To the extent, if any, to which User
may learn any Confidential Information, User
shall not sell, transfer, publish, disclose, display,
or otherwise permit access, by any of its
employees who does not have a need to know for
the Purpose or by any third party, to the
Confidential Information.
7. Support:
No support or maintenance services
are included in this License and MIRANDA is
under no obligation to provide User with any
technical support or assistance of any kind. In the
event that User requests the support or assistance
of MIRANDA and that MIRANDA accepts, at
its sole discretion, to perform support or
assistance services, MIRANDA shall have no
liability whatsoever to User in connection with
the performance or non performance of such
services.
8. Termination:
User's license to use the
Software shall terminate immediately upon
breach by User of one of its obligations
hereunder. Upon termination of the license, User
shall promptly return the Software and delete the
Software from any computer on which it has
been installed. User shall also promptly return all
materials provided by MIRANDA in connection
with the Software.
9. Governing Law:
This Agreement shall be
governed by the laws of the Province of Québec,
Canada. If either party employs attorneys to
enforce any rights arising out of or relating to
this Agreement, the prevailing party shall be
entitled to recover reasonable attorney’s fees.
The parties consent to the exclusive jurisdiction
of the courts of the judicial district of Montréal,
Province of Québec, Canada.
10. Assignment:
This Agreement is not
assignable or transferable by User without the
prior written consent of MIRANDA.
11. Entire Agreement:
This Agreement
constitutes the entire agreement between the
parties concerning User’s use of the Software.
This Agreement supersedes any prior verbal
understanding between the parties and any User
purchase order or other ordering document,
regardless of whether such document is received
by MIRANDA before or after execution of this
Agreement. This Agreement may be amended
only in a writing signed by an authorized officer
of each party.
12. Notices:
All notices delivered in
reference to this Agreement shall be in
writing and in the English language and
delivered by a communication means which
allows the sender to obtain a proof of
receipt. All notices shall be delivered to
MIRANDA’s headquarters to the attention of
“Legal Services”.
