TM8100/TM8200 Installation Guide
45
© Tait Limited November 2012
tained in the Software and Documentation.
Section 10 LIMITATION OF LIABILITY
10.1. In no circumstances shall Tait be under
any liability to Licensee, or any other person
whatsoever, whether in Tort (including negli-
gence), Contract (except as expressly provided
in this Agreement), Equity, under any Statute,
or otherwise at law for any losses or damages
whether general, special, exemplary, punitive,
direct, indirect, or consequential arising out of
or in connection 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 replace-
ment of the Software or the refund of the pur-
chase price of the Software.
Section 11 GENERAL
11.1. COPYRIGHT NOTICES. The exis-
tence of a copyright notice on the Software will
not be construed as an admission or presump-
tion 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 Desig-
nated Products and will comply with all appli-
cable laws and regulations, including export
laws and regulations, of that country.
11.3. ASSIGNMENTS AND SUBCON-
TRACTING. Tait may assign its rights or sub-
contract 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 parties 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 compliance 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 beneficiary of this Agreement. Not-
withstanding 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
Agreement.
11.7. ORDER OF PRECEDENCE. In the
event of inconsistencies between this Agree-
ment 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 Vulnerabilities, if a Security Vulnera-
bility is discovered, Tait will take the steps spec-
ified in Section 6 of this Agreement.
11.9. EXPORT. Licensee will not transfer,
directly or indirectly, any Designated Product,
Documentation or Software furnished hereun-
der or the direct product of such Documenta-
tion or Software to any country for which New
Zealand or any other applicable country
requires an export license or other governmen-
tal 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
illegal or null and void by any court or admin-
istrative body of competent jurisdiction, such
determination 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 provi-
sion 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 sup-
plied in terms of this agreement are supplied to
Licensee in business, and that the guarantees
and other provisions of prevailing consumer
protection legislation 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 Agree-
ment supersedes any proposal or prior agree-
ment, oral or written, and any other commu-
nications between Licensee and Tait relating to
the Software and the Designated Products.
