LICENSE SUMMARY
===============
License terms can be found at the bottom of this file.
BSD 1
BSD 2
BSD 3
MIT
OpenSSL
Solace
Zlib
THIRD-PARTY SOFTWARE USED
=========================
c-ares-1.13.0.tar.gz
--------------------
Licensed under MIT
License terms can be found at: https://github.com/c-ares/c-ares
Copyright 2007-2018 Daniel Stenberg with many contributors
Copyright 1998 by the Massachusetts Institute of Technology
getopt_long.c.tar.gz
--------------------
Licensed under BSD 3
License terms can be found at: From source file header.
Copyright 1996 The Regents of the University of California
msinttypes-r21
--------------
Licensed under BSD 3
License terms can be found at: https://code.google.com/archive/p/msinttypes/
Copyright 2008 Alexander Chemeris
Home page: https://code.google.com/archive/p/msinttypes/
openssl-1.1.1.tar.gz
--------------------
Licensed under OpenSSL
License terms can be found at: https://www.openssl.org/source/license.html
Copyright 2018 OpenSSL Software Foundation
rax-1.2.0.tar.gz
----------------
Licensed under BSD 2
License terms can be found at: https://github.com/antirez/rax/blob/master/COPYING
Copyright 2017 Salvatore Sanfilippo (antirez@gmail.com)
uthash-2.3.0.tar.gz
-------------------
Licensed under BSD 1
License terms can be found at: https://github.com/troydhanson/uthash/blob/master/LICENSE
Copyright 2005-2022 Troy D. Hanson https://troydhanson.github.io/uthash/
zlib-1.2.11.tar.gz
------------------
Licensed under Zlib
License terms can be found at: http://www.zlib.net/
Copyright 2017 Jean-loup Gailly and Mark Adler
LICENSE REQUIREMENTS & SPECIFICATIONS
======================================
BSD 1
-----
Copyright (c) [Year]
[Name of Organization] [All rights reserved].
Redistribution and use in source and binary forms, with or without modification, are permitted
provided that the following conditions are met:
Redistributions of source code must retain the above copyright notice, this list of conditions and
the following disclaimer.
THIS SOFTWARE IS PROVIDED BY [Name of Organization] “AS IS'' AND ANY EXPRESS OR IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL [Name of Organisation] BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS
INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY,
OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
BSD 2
-----
Copyright (c) <YEAR>, <OWNER>
All rights reserved.
Redistribution and use in source and binary forms, with or without modification, are permitted
provided that the following conditions are met:
Redistributions of source code must retain the above copyright notice, this list of conditions and
the following disclaimer.
Redistributions in binary form must reproduce the above copyright notice, this list of conditions
and the following disclaimer in the documentation and/or other materials provided with the
distribution.
THIS SOFTWARE IS PROVIDED BY {{THE COPYRIGHT HOLDERS AND CONTRIBUTORS}} "AS IS" AND ANY EXPRESS OR
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL {{THE COPYRIGHT HOLDER OR
CONTRIBUTORS}} BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL
DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER
IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT
OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
BSD 3
-----
Copyright (c) {{YEAR}}, {{OWNER}}
All rights reserved.
Redistribution and use in source and binary forms, with or without modification, are permitted
provided that the following conditions are met:
Redistributions of source code must retain the above copyright notice, this list of conditions and
the following disclaimer.
Redistributions in binary form must reproduce the above copyright notice, this list of conditions
and the following disclaimer in the documentation and/or other materials provided with the
distribution.
Neither the name of {{the ORGANIZATION nor the names of its contributors}} may be used to endorse
or promote products derived from this software without specific prior written permission.
THIS SOFTWARE IS PROVIDED BY {{THE COPYRIGHT HOLDERS AND CONTRIBUTORS}} "AS IS" AND ANY EXPRESS OR
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL {{THE COPYRIGHT HOLDER OR
CONTRIBUTORS}} BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL
DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER
IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT
OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
MIT
---
MIT License
Copyright (c) <year> <copyright holders>
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and
associated documentation files (the "Software"), to deal in the Software without restriction,
including without limitation the rights to use, copy, modify, merge, publish, distribute,
sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is
furnished to do so, subject to the following conditions:
The above copyright notice and this permission notice shall be included in all copies or
substantial portions of the Software.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN
THE SOFTWARE.
OpenSSL
-------
OpenSSL License
====================================================================
Copyright (c) 1998-2008 The OpenSSL Project. All rights reserved.
Redistribution and use in source and binary forms, with or without
modification, are permitted provided that the following conditions
are met:
1. Redistributions of source code must retain the above copyright
notice, this list of conditions and the following disclaimer.
2. Redistributions in binary form must reproduce the above copyright
notice, this list of conditions and the following disclaimer in
the documentation and/or other materials provided with the
distribution.
3. All advertising materials mentioning features or use of this
software must display the following acknowledgment:
"This product includes software developed by the OpenSSL Project
for use in the OpenSSL Toolkit. (http://www.openssl.org/)"
4. The names "OpenSSL Toolkit" and "OpenSSL Project" must not be used to
endorse or promote products derived from this software without
prior written permission. For written permission, please contact
openssl-core@openssl.org.
5. Products derived from this software may not be called "OpenSSL"
nor may "OpenSSL" appear in their names without prior written
permission of the OpenSSL Project.
6. Redistributions of any form whatsoever must retain the following
acknowledgment:
"This product includes software developed by the OpenSSL Project
for use in the OpenSSL Toolkit (http://www.openssl.org/)"
THIS SOFTWARE IS PROVIDED BY THE OpenSSL PROJECT ``AS IS'' AND ANY
EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE OpenSSL PROJECT OR
ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT
NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION)
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,
STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE)
ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGE.
====================================================================
This product includes cryptographic software written by Eric Young
(eay@cryptsoft.com). This product includes software written by Tim
Hudson (tjh@cryptsoft.com).
Original SSLeay License
-----------------------
Copyright (C) 1995-1998 Eric Young (eay@cryptsoft.com)
All rights reserved.
This package is an SSL implementation written
by Eric Young (eay@cryptsoft.com).
The implementation was written so as to conform with Netscapes SSL.
This library is free for commercial and non-commercial use as long as
the following conditions are aheared to. The following conditions
apply to all code found in this distribution, be it the RC4, RSA,
lhash, DES, etc., code; not just the SSL code. The SSL documentation
included with this distribution is covered by the same copyright terms
except that the holder is Tim Hudson (tjh@cryptsoft.com).
Copyright remains Eric Young's, and as such any Copyright notices in
the code are not to be removed.
If this package is used in a product, Eric Young should be given attribution
as the author of the parts of the library used.
This can be in the form of a textual message at program startup or
in documentation (online or textual) provided with the package.
Redistribution and use in source and binary forms, with or without
modification, are permitted provided that the following conditions
are met:
1. Redistributions of source code must retain the copyright
notice, this list of conditions and the following disclaimer.
2. Redistributions in binary form must reproduce the above copyright
notice, this list of conditions and the following disclaimer in the
documentation and/or other materials provided with the distribution.
3. All advertising materials mentioning features or use of this software
must display the following acknowledgement:
"This product includes cryptographic software written by
Eric Young (eay@cryptsoft.com)"
The word 'cryptographic' can be left out if the rouines from the library
being used are not cryptographic related :-).
4. If you include any Windows specific code (or a derivative thereof) from
the apps directory (application code) you must include an acknowledgement:
"This product includes software written by Tim Hudson (tjh@cryptsoft.com)"
THIS SOFTWARE IS PROVIDED BY ERIC YOUNG ``AS IS'' AND ANY EXPRESS OR IMPLIED WARRANTIES,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE AUTHOR OR CONTRIBUTORS BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS
INTERRUPTION)
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
(INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
The licence and distribution terms for any publically available version or derivative of this
code cannot be changed. i.e. this code cannot simply be copied and put under another distribution
licence
[including the GNU Public Licence.]
Solace
------
Version: 04/01/2020
SOLACE CORPORATION
LICENCE AGREEMENT FOR SOLACE SOFTWARE
THIS LICENCE AGREEMENT and any documents expressly referred to in this
agreement (the "Agreement") between SOLACE CORPORATION, a company
incorporated under the laws of the Province of Ontario ("SOLACE") and
licensee, the party identified in the Order (as defined below) or that
otherwise accepts this Agreement (the "Licensee") (together the "Parties",
and each a "Party"), is made on the Effective Date (as defined below).
BY ACCEPTING THE TERMS OF THIS AGREEMENT, EITHER BY: A) ACCEPTING THE AGREEMENT
ONLINE, B) SIGNING THE ORDER (AS DEFINED BELOW) WHICH REFERENCES THIS
AGREEMENT, OR C) INSTALLING OR USING THE SOFTWARE AFTER BEING MADE AWARE OF
THIS AGREEMENT, THE LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD ALL
OF THE PROVISIONS, AND HAS THE AUTHORITY TO AGREE TO, AND IS CONFIRMING THAT IT
IS AGREEING TO, COMPLY WITH AND BE BOUND BY, ALL OF THE TERMS AND CONDITIONS
CONTAINED HEREIN, TOGETHER WITH THE TERMS SET FORTH IN ANY ORDER. IF, AFTER
READING THIS AGREEMENT, THE LICENSEE DOES NOT ACCEPT OR AGREE TO THE TERMS AND
CONDITIONS CONTAINED HEREIN, THE LICENSEE SHALL NOT INSTALL OR USE THE
SOFTWARE.
IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY THEN YOU HEREBY REPRESENT AND
WARRANT THAT: (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO
ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND
(II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS
AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.
1 INTERPRETATION
1.1 Definitions. In this Agreement the following terms shall have the following
meanings:
"Core" means (i) a single physical processor core or hyper-thread when
Solace PubSub+ software is deployed on either a bare-metal server or a cloud or
virtualization environment that presents physical cores to the software, and
(ii) a single virtual core when deployed in a cloud or virtualization
environment that presents virtual cores to the VMR.
"Documentation" means the documentation made accessible by SOLACE via a
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"Order" means (i) an electronic form provided by SOLACE on its website
for ordering Software Subscriptions, Professional Services, and/or Support and
Maintenance Services, or (ii) a written document, including a Licensee purchase
order, executed by SOLACE and Licensee pursuant to which Licensee purchases of
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ordered by Licensee from SOLACE.
"Software" means the SOLACE software product(s) described in an Order.
"SOLACE Quotation" means SOLACE's sales quotation document provided by
SOLACE to a prospective customer which sets out the fees for SOLACE's
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"Support and Maintenance Services" means the support services provided by
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"Support and Maintenance Terms" means SOLACE'S policies, terms and
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"Statement of Work" or "SOW" shall mean a statement of work in the
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charged, milestones, deliverables and such other terms and conditions as the
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1.2 Currency. Unless otherwise specified, all dollar amounts in this Agreement,
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2 LICENSE GRANT
2.1 General License to Software.
(a) Provided Licensee complies with this Agreement, SOLACE hereby grants to
Licensee a non-exclusive, non-sublicensable (except as permitted in accordance
with Section 2.6 below), non-transferable, license, during the term of this
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the terms of this Agreement.
(b) If Licensee requires a license from SOLACE to enable Licensee to bundle or
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2.2 Documentation. Provided Licensee complies with this Agreement, Licensee may
reproduce the Documentation, for use on an internal basis only, and solely in
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Documentation outside of Licensee is prohibited without the express written
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2.3 Back-up Copy. In addition to the number of copies of the Software
installed and used pursuant to Section 2.1 and paid for in accordance with
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solely for back-up purposes, provided that Licensee reproduces all copyright
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such back-up copy is not installed or used other than for back-up and recovery
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2.4 Use Restrictions Licensee will not: (a) reverse engineer, disassemble,
decompile, or translate the Software (other than Sample Applications), or
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and only to the extent expressly permitted by applicable law, and provided that
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programs that are distributed by SOLACE pursuant to the terms and conditions of
a license granted by the copyright owner of such software programs and which
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liability provisions in this Agreement will apply to all of the Software,
including Publicly Available Software included in the Software. Copies of such
Publicly Available Software license agreements are available by contacting
Licensor at support@solace.com. The source code for certain portions of the
Publicly Available Software included in the Software (as specified in the
copyright notices) is available by contacting SOLACE at support@solcae.com
within a three (3) year period from the original date of receipt of the
applicable Software or Adapter and for a fee that shall not exceed Licensor'
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2.7 Evaluation Licenses.
(a) If the Software provided to Licensee under this Agreement is designated by
SOLACE in an Order or otherwise as an evaluation release (indicated by terms
such as "pre-commercial", "alpha," "beta," "trial,"
"draft," "early access," "EA" or "evaluation") (each an
"Evaluation Software Release"), Licensee will have the limited right
under this Agreement to download and install the Software on the number of
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Licensee's internal and non-commercial evaluation of the Software.
(b) Licensee acknowledges that the Evaluation Software Release may not meet
performance and compatibility standards of a production version. The Evaluation
Software Release may not operate correctly, may be substantially modified by
SOLACE prior to first commercial shipment, and may be withdrawn completely and
never issued for commercial use.
(c) If Licensee desires other rights for the Evaluation Software Release,
Licensee must request from SOLACE a commercial release of the Software.
(d) The limited use license granted in subsection (a) will automatically expire
on the earlier of: (i) the date when the Software is made available to Licensee
as a commercially available product, and (ii) the date specified in the Order
or, if no such date is identified in the Order, the date that is 30 days after
the date of delivery or provision of the Evaluation Software Release to
Licensee. Following license expiry Licensee will permanently delete or
otherwise purge such Evaluation Software Release from Licensee's systems
and, if requested by SOLACE, certify the same.
2.8 License of APIs. Provided Licensee complies with this Agreement and any
terms that SOLACE provides, SOLACE grants to Licensee a non-exclusive, royalty
free license, during the term of this Agreement, to download, install and use,
the applicable application programming interfaces that may be made available by
SOLACE with the Software ("APIs") solely to create interfaces between the
Software and the Licensee's software or third party software on
Licensee's systems.
2.9 License to Sample Applications.
(a) SOLACE may, in its sole discretion, provide certain sample Software in
source code or object code form for the purposes of demonstrating certain
features enabled by the Software, including demonstrating to Licensees how to
build applications using APIs, and for use by Licensees with such APIs (each, a
"Sample Application").
(b) Whether provided separately or together with other Software, if SOLACE
provides such Sample Application to Licensee, then SOLACE hereby grants to
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license, to install such Sample Application for Licensee's evaluation for
the same duration as the Software with which the Sample Application is
associated or such other duration as specified by SOLACE upon delivery of the
Sample Application.
3 OPTIONAL SERVICES AND SUPPORT
3.1 Optional Services. Licensee acknowledge that certain optional services,
such as training, integration and development services may be provided by
SOLACE in association with the Products, and access to such services will be
provided only pursuant to a Statement of Work executed by SOLACE and Licensee
and may include separate and additional fees.
3.2 Support.
(a) Provided Licensee complies with this Agreement, SOLACE will provide Support
and Maintenance Services the Software in accordance with SOLACE's then
standard Support and Maintenance Terms. The level of support will be dependent
on whether Licensee has procured either the 'Premium Support Plan' or
'Standard Support Plan' defined in SOLACE's Support and Maintenance
Terms and as specified in the applicable Order.
(b) SOLACE may enhance such standard Support and Maintenance Services from time
to time in its discretion.
(c) For greater clarity, SOLACE's then standard Support and Maintenance
Terms do not apply to Evaluation Software Releases, Sample Applications or any
free versions of the Software that may be made available. SOLACE may make
available support related information on a free basis for such Software on its
publicly accessible website or otherwise, and such support related information
will, for greater clarity, be subject to the limitations and exclusions in this
Agreement.
4 PROPRIETARY RIGHTS
4.1 Intellectual Property Rights. In this Agreement "Intellectual Property
Rights" means: (a) any and all proprietary rights anywhere in the world
provided under: (i) patent law; (ii) copyright law (including moral rights);
(iii) trademark law; (iv) design patent or industrial design law; or (v) any
other statutory provision or common law principle applicable to this Agreement,
including trade secret law, that may provide a right in either hardware or
information generally or the expression or use of such hardware or information;
(b) any and all applications, registrations, licenses, sub-licenses,
franchises, agreements or any other evidence of a right in any of the
foregoing. Except for the licenses expressly granted herein, othing in this
Agreement or the provision of the Products conveys or otherwise provides to
Licensee title, interest or any Intellectual Property Rights in or to: (a) the
Products, or (b) know-how, ideas, or any other subject matter protectable under
laws applicable to Intellectual Property Rights of any jurisdiction. As between
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exclusive owners of the Products, including Intellectual Property Rights
therein.
4.2 Feedback. Licensee is encouraged to provide to SOLACE suggestions,
comments and feedback related to the Products (including reporting bugs) (the
"Feedback"). Licensee hereby grants to SOLACE a license to use, copy,
distribute, modify or otherwise adapt, incorporate into any software and
documentation, including the Products, and sublicense, without attribution or
compensation to Licensee, all Feedback which SOLACE receives or otherwise
obtains from Licensee, in any form, to improve, enhance or modify the Products
or otherwise. Licensee waives or will cause all moral rights to be waived in
any Feedback.
4.3 Third Party Licenses. The Software may contain or require third party
software that is licensed under third party terms. SOLACE may direct Licensee
to such third party terms, and in some instances the Software cannot be used or
further distributed without Licensee's acceptance of such terms. Any
failure of Licensee to agree to the terms applicable to such third party
software may undermine certain functionality of or prevent Licensee from using
the Software.
4.4 Open Source Software.
(a) Licensee will not represent to third parties, or use any third party
software or code in conjunction with: (i)the Software; or (ii)any software,
products, documentation, content or other materials developed using the
Software, in such a way that: (A) creates, purports to create or has the
potential to create, obligations for SOLACE with respect to the Software; or
(B) grants, purports to grant, or has the potential to grant to any third party
any rights to or immunities under any Intellectual Property Rights of SOLACE,
as such rights exist in or relate to the Products.
(b) Licensee will not use any Software in any manner, including through
incorporation, linking, distribution or otherwise, that will cause any Products
and any Intellectual Property Rights therein to become subject to any
encumbrance or terms and conditions of any third party or open source license,
including any open source license listed on
http://www.opensource.org/licenses/alphabetical (each an "Open Source
License").
(c) The restrictions, limitations, exclusions and conditions referred to under
subsection (b) will apply even if SOLACE becomes aware of or fails to act in a
manner to address any violation or failure to comply therewith. No act by
SOLACE that is undertaken under this Agreement in respect to any Products will
be construed as intending to cause any Intellectual Property Rights that are
owned or controlled by SOLACE or any of its affiliates (or for which SOLACE or
any of its affiliates has received license rights) to become subject to any
encumbrance or terms and conditions of any Open Source License.
4.5 Use of Name and Logo Licensee will not display or make any use of
SOLACE's or its affiliates' names, marks or logos without the prior
written approval of SOLACE.
5 FEES AND TAXES
5.1 Fees. Licensee shall pay the applicable Subscription Fees and support fees
specified in the applicable Order. Except as otherwise specified herein or in
an Order, Subscription Fees are based on Subscriptions purchased and not
actual usage. Subscription Fees paid are refundable if the number of
Subscriptions purchased are decreased during the relevant Subscription Term.
5.2 Invoices and Payment. Subscription Fees will be invoiced in advance and
otherwise in accordance with the relevant Order. All invoices issued by SOLACE
are due and payable within 30 days of the invoice date unless otherwise agreed
in an Order. Licensee will be responsible for any and all sales, use, excise,
import, value-added, services, consumption, and other taxes assessed on the
receipt of the Products, and any related services as a whole.
5.3 Overdue Charges. Any payment not received from Customer by the due date may
accrue (except with respect to charges then subject to a reasonable and good
faith dispute), at Licensor' discretion, late charges at the rate of 1.5% of
the outstanding balance per month (19.57% per annum), or the maximum rate
permitted by law, whichever is lower, from the date such payment was due until
the date paid.
6 CONFIDENTIALITY
6.1 Definition of Confidential Information.
In this Agreement "Confidential Information" of a Party means any
information of a Party (including in respect to SOLACE any of its affiliates,
licensors, customers, employees or subcontractors) (the "Disclosing
Party"), whether oral, written or in electronic form, which has or will come
into the possession or knowledge of the other Party (the "Receiving
Party") in connection with or as a result of entering into this Agreement
that can reasonably be considered to be confidential in the circumstances of
disclosure or which is designated as confidential. The Products, any
performance information, service levels, support terms, and results of testing
of the Software, and the terms of this Agreement are Confidential Information
of SOLACE. Notwithstanding the foregoing, "Confidential Information" does
not include information that is:
(a) publicly available when it is received by or becomes known to the Receiving
Party or that subsequently becomes publicly available other than through a
direct or indirect act or omission of the Receiving Party (but only after it
becomes publicly available);
(b) established by evidence to have been already known to the Receiving Party
at the time of its disclosure to the Receiving Party and is not known by the
Receiving Party to be the subject of an obligation of confidence of any kind;
(c) independently developed by the Receiving Party without any use of or
reference to the Confidential Information of the Disclosing Party as
established by evidence that would be acceptable to a court of competent
jurisdiction;
(d) received by the Receiving Party in good faith without an obligation of
confidence of any kind from a third party who the Receiving Party had no reason
to believe was not lawfully in possession of such information free of any
obligation of confidence of any kind, but only until the Receiving Party
subsequently comes to have reason to believe that such information was subject
to an obligation of confidence of any kind when originally received; or
(e) Feedback provided by Licensee or a representative of Licensee.
6.2 Confidentiality Obligations.
(a) Each Party will, in its capacity as a Receiving Party: (i) not use or
reproduce Confidential Information of the Disclosing Party for any purpose,
other than as may be reasonably necessary for the exercise of its rights or the
performance of its obligations set out in this Agreement; and (ii) not
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expressly permitted in this Agreement.
(b) Each Party may, in its capacity as a Receiving Party, disclose Confidential
Information of the Disclosing Party: (i) if and to the extent required by a
governmental authority or otherwise as required by applicable law, provided
that the Receiving Party must first give the Disclosing Party notice of such
compelled disclosure (except where prohibited by applicable law from doing so)
and must use commercially reasonable efforts to provide the Disclosing Party
with an opportunity to take such steps as it desires to challenge or contest
such disclosure or seek a protective order. Thereafter, the Receiving Party
may disclose the Confidential Information of the Disclosing Party, but only to
the extent required by applicable law and subject to any protective order that
applies to such disclosure; and (ii) to: (A) its accountants, internal and
external auditors and other professional advisors if and to the extent that
such persons need to know such Confidential Information in order to provide the
applicable professional advisory services relating to the Receiving Party; and
(B) employees of the Receiving Party and its subcontractors if and to the
extent that such persons need to know such Confidential Information to perform
their respective obligations under this Agreement;
provided that any such person is aware of the provisions of this Section 6.2
and has entered into a written agreement with the Receiving Party that includes
confidentiality obligations in respect of such Confidential Information of the
Disclosing Party that are no less stringent than those contained in this
Section 6.2.
6.3 Consent to Injunctive Relief. Any unauthorized use or disclosure of the
Confidential Information of SOLACE, its affiliates or licensors may cause
irreparable harm and significant injury to SOLACE that would be difficult to
ascertain or quantify; accordingly Licensee agrees that SOLACE will have the
right to seek and obtain injunctive or other equitable relief to enforce the
terms of this Agreement and without limiting any other rights or remedies that
SOLACE may have.
7 WARRANTY AND DISCLAIMER OF WARRANTIES.
7.1 Warranty. SOLACE warrants that the Software will materially comply with
the Documentation during the Subscription Term. If the Software does not
materially conform with the warranty in the prior sentence, provided that
Licensee is in compliance with the terms of this Agreement, and all
Subscription Fees are fully-paid up, SOLACE will provide the support to
Licensee in respect to the applicable Software to the extent set out in
SOLACE's then current Support and Maintenance Terms, and the provision of
support to correct the non-compliance with the warranty in this Section will be
Licensee's sole and exclusive remedy in the event of non-compliance with the
warranty in this Section by SOLACE. All other support will be dependent on the
plan procured by Licensee, as defined in the Support and Maintenance Terms.
7.2 Disclaimers.
(a) EXCEPT AS SET OUT IN SECTION 7.1, THE PRODUCTS AND SUPPORT THAT MAY BE
PROVIDED BY SOLACE UNDER THIS AGREEMENT, IS PROVIDED 'AS-IS' AND 'AS
AVAILABLE'.
(b) Except as set out in Section 7.1, the Products and support are without any
additional warranties of any kind, whether express, implied, collateral,
statutory or otherwise. SOLACE does not warrant or make any representations
regarding the use, or the results of the use, of the Products in terms of its
correctness, accuracy, reliability, or otherwise.
(c) SOLACE does not represent or warrant that the functionality of the Products
will meet Licensee requirements, or that the operation of the Products will be
uninterrupted or error-free, or that the Products or any service enabled by
the use of the Software will always be available, or that defects in the
Products will be corrected.
(d) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SOLACE ON ITS OWN
BEHALF AND ON BEHALF OF ITS AFFILIATES AND LICENSOR(S) EXPRESSLY DISCLAIMS ALL
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING ANY IMPLIED WARRANTIES, AND CONDITIONS OF MERCHANTABLE QUALITY,
MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT.
(e) Some jurisdictions do not allow the exclusion of implied warranties, so
exclusions in this Article 7 will apply only to the extent permitted by
applicable law.
8 LICENSEE INDEMNITY AND EXCLUSION.
8.1 Licensee Indemnity.
(a) Without limiting SOLACE's rights and remedies under this Agreement,
Licensee will indemnify, defend and hold SOLACE, its licensors, affiliates or
any of their respective directors, officers, employees or agents (together, the
"Solace Indemnitees") harmless from and against any and all third party
Claims and Losses incurred or otherwise suffered by each SOLACE Indemnitee
arising out of, resulting from or related to:
(i) any use, reproduction or distribution of the Products (notwithstanding the
restrictions and obligations in this Agreement), as modified or integrated by
Licensee in Licensee application, which causes an infringement or
misappropriation of any Intellectual Property Right, publicity or privacy right
of any third parties arising in any jurisdiction anywhere in the world, except
and solely to the extent such infringement is caused by the unmodified
Software, or portions thereof, as supplied to Licensee by SOLACE under this
Agreement; or
(ii) any use, downloading, distribution, installation, storage, execution, or
transfer of the Products in breach of this Agreement.
(b) SOLACE may enforce the indemnity under this Article 8 on behalf of any or
all of the SOLACE Indemnitees. Licensee may only bring a Claim against SOLACE
and not any SOLACE Indemnitees under this Agreement.
8.2 SOLACE Indemnity.
(a) SOLACE will defend Licensee from and against any and all Claims by a third
party incurred or otherwise suffered by Licensee arising out of, resulting from
or related to a Claim that the Products licensed pursuant to Section 2.1
infringe or misappropriate third party copyright or patent rights in Canada or
the United States of America, and indemnity Licensee from any damages awarded
by a court of final determination.
(b) Without limitation, Section 8.2 will not be applicable and SOLACE will not
be liable to defend a Claim to the extent that such Claim is based on: (i)
Licensee's use of the Products after SOLACE notifies Licensee to discontinue
using them; (ii) Licensee combining the Products with non-SOLACE services,
products, programs or data; or (iii) Licensee altering or modifying the
Products.
(c) If SOLACE receives information concerning an infringement or
misappropriation Claim related to the Products, SOLACE may, at its expense and
without obligation to do so, either: (i) procure the Intellectual Property
Rights or other right(s) to continue to use the Product; or (ii) replace or
modify the Product to make it non-infringing; or (iii) immediately terminate
this Agreement on written notice to Licensee, in which case SOLACE will refund
to Licensee, on a pro-rata basis, any pre-paid fees in respect to such Product
from the date of such termination to the end of the then current Subscription
Term for such Product; and this Section 8.2(c) states the sole and exclusive
remedy of Licensee and the entire liability of SOLACE for third party
infringement claims and actions.
8.3 Indemnification Procedures. Each Party's obligations under this Article
8 are contingent on all of the following: (i) the Party seeking the indemnity
(the "Indemnified Party") must notify the other Party (the
"Indemnifying Party"), in a timely manner and in writing of the Claim;
(ii) the Indemnified Party must give the Indemnifying Party sole control over
defense and settlement of the Claim; (iii) the Indemnified Party must provide
the Indemnifying Party with reasonable information and assistance, at the
Indemnifying Party's request, as needed in defending the Claim (the
Indemnifying Party will reimburse the Indemnified Party for reasonable expenses
that the Indemnified Party incurs in providing that assistance). The
Indemnified Party may choose to have its counsel, monitor or participate in the
defense of such a Claim provided that the Indemnified Party will be responsible
for the cost of its own counsel and the Indemnifying Party's obligations in
this Article 8 do not extend to the Indemnified Party's legal costs should
it wish to exercise such right. The Indemnifying Party will not be responsible
for any settlement made by the Indemnified Party without its prior written
consent. The Indemnifying Party may not settle or publicize any Claim without
the Indemnified Party's prior written consent.
9 LIMITATIONS OF LIABILITY.
9.1 Definition and Limitations of Liability.
(a) In this Agreement: "Claim" means any actual, threatened or potential
civil, criminal, administrative, regulatory, arbitral or investigative demand,
allegation, action, suit, investigation or proceeding or any other claim or
demand; and "Losses" means any and all damages, fines, penalties,
deficiencies, losses, liabilities (including settlements and judgments), costs
and expenses (including interest, court costs, reasonable fees and expenses of
lawyers, accountants and other experts and professionals or other reasonable
fees and expenses of litigation or other proceedings or of any Claim, default
or assessment).
(b) SUBJECT TO SECTION 9.1(d), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, UNDER NO CIRCUMSTANCES WILL SOLACE INDEMNITEES BE LIABLE FOR (A) ANY
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; OR
(B) ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF
BUSINESS INFORMATION, IN EACH CASE, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, INCLUDING ANY DOWNLOAD, INSTALLATION OR USE OF, OR INABILITY TO USE,
THE PRODUCTS; EVEN IF SUCH DAMAGES WERE FORESEEABLE, AND REGARDLESS OF WHETHER
THE SOLACE INDEMNITIEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) SUBJECT TO SECTION 9.1(d), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL SOLACE INDEMNITEES' TOTAL AGGREGATE LIABILITY IN
RESPECT OF THIS AGREEMENT, INCLUDING THE PRODUCTS AND ANY SERVICES THAT MAY BE
PROVIDED HEREUNDER, FOR ANY AND ALL LOSSES AND CLAIMS EXCEED THE AMOUNTS PAID
TO SOLACE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE
CLAIM.
(d) Certain Damages Not Excluded or Limited. NOTWITHSTANDING THE FOREGOING,
SECTIONS 9.1 (b) AND (c) DO NOT APPLY TO (I) DAMAGES ARISING FROM A PARTY'S
BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, (II) INDEMNIFICATION
CLAIMS, (III) DAMAGES ARISING FROM INFRINGEMENT OF A PARTY'S INTELLECTUAL
PROPERTY RIGHTS; (IV) ANY CLAIMS FOR NON-PAYMENT, (V) FRAUD OR WILLFUL
MISCONDUCT, OR (VI) BODILY INJURY OR DEATH.
(e) This Article 9 will apply irrespective of the nature of the cause of
action, demand or Claim, including, breach of contract (including fundamental
breach), negligence (including gross negligence), tort or any other legal
theory, and will survive a fundamental breach or breaches of this Agreement or
of any remedy contained herein.
10 TERM AND TERMINATION.
10.1 Term and Renewal. This Agreement will be effective from the Effective Date
and will continue until the expiry of the Subscription Term set out in the
Order or the Agreement terminates in accordance with its terms. Subject to
payment of the applicable Software Fees, Software Subscriptions shall
automatically renew for additional periods equal to the expiring Subscription
Term or one (1) year (whichever is shorter), unless either party gives the
other notice of non-renewal at least thirty (30) days prior to the end of the
then-current Subscription Term. The Subscription Fees during any automatic
renewal term will be as set forth in the applicable Order.
10.2 Termination for Cause. A party may terminate this Agreement for cause (i)
upon 30 days' written notice to the other party of a material breach if such
breach remains uncured at the expiration of such period, or (ii) if the other
party becomes the subject of a petition in bankruptcy or any other proceeding
relating to insolvency, receivership, liquidation or assignment for the benefit
of creditors.
10.3 Termination by SOLACE. SOLACE may terminate this Agreement for cause with
immediate effect on written notice if Licensee commits a breach of Articles 4
or 5 by Licensee.
10.4 Termination of Sample Application and Evaluation Software Release Licenses
for Convenience by SOLACE. SOLACE may terminate the licenses in respect to the
Sample Applications, Evaluation Software Releases, and any other Products that
may be licensed by SOLACE on a trial basis, at any time for convenience, upon
written notice to Licensee.
10.5 Termination of Licenses of Trial Software. Subject to Section 10.4, if any
Software is licensed for use by a Licensee on a trial basis, the license to use
such Software during a trial period will continue for such duration set out in
an Order.
10.6 Effects of Termination. Upon termination or expiry of this Agreement or
specific licenses granted hereunder for any reason, and without limiting
SOLACE's other rights or remedies under this Agreement: (a) Licensee must
permanently delete or destroy, or otherwise purge, all copies (electronic or
otherwise) of the applicable Products from Licensee's systems, and any other
Confidential Information of SOLACE, in Licensee's possession or control,
and, if requested by SOLACE, certify the same, and the license and other rights
granted to Licensee in this Agreement will terminate; (b) termination or
expiration of this Agreement or an individual Subscription will result in
termination of any applicable Support and Maintenance Services; and (c)
Licensee will not receive a return of any pre-paid fees in respect to the
applicable Products, on a pro-rata basis or otherwise, except where expressly
stated in this Agreement.
10.7 Survival. Neither the expiration nor the earlier termination of this
Agreement will release either of the Parties from any obligation or liability
that accrued prior to such expiration or termination. The provisions of this
Agreement requiring performance or fulfilment after the expiration or earlier
termination of this Agreement, including Articles 4, 5, 7, 8, 9, 10, 11, 12,
and 13, and such other provisions as are necessary for the interpretation
thereof and any other provisions hereof, the nature and intent of which is to
survive termination or expiration of this Agreement, will survive the
expiration or earlier termination of this Agreement.
11 AUDIT AND REMEDIATION
11.1 Audit. During the term of this Agreement and for two years thereafter,
SOLACE or any internal or external audit representative acting on behalf of
SOLACE (the "SOLACE Audit Representatives") will have the right, and
Licensee will provide access to SOLACE Audit Representatives during regular
business hours and upon reasonable prior written notice to Licensee, to audit
and inspect on a mutually agreed upon date and location any system or facility
or part of a system or facility to which Licensee has downloaded the Software
or is receiving any services (or both) in order to verify the performance by
Licensee of its obligations under this Agreement, including the Licensee's
usage of the Products in accordance with the restrictions and terms in this
Agreement.
11.2 Remediation. Without limiting SOLACE's rights and remedies under this
Agreement, if an audit conducted pursuant to this Agreement reveals any error,
deficiency or other failure to perform on the part of Licensee including use of
the Software contrary to the licenses in this Agreement or installed on
systems, computers or processors for which the Licensee has not paid applicable
Subscription Fees: (a) Licensee will immediately pay to SOLACE any fees due and
payable for Software used in breach of the restrictions in this Agreement, plus
interest at the lesser of: (i) the rate of 1.5 percent per month compounded
monthly (19.562 percent per annum); or (ii) the maximum rate allowed by
applicable law, in each case, on the amount outstanding from the date when
payment is due until the date payment in full is received by SOLACE; and (b)
pursue any other right or remedy SOLACE may have under this Agreement.
12 EXPORT COMPLIANCE ASSURANCES
(a) All Products obtained from SOLACE are subject to the export control and
economic sanctions laws and regulations of Canada, including the Exports and
Import Permits Act, R.S.C. 1985, c. E-19, Area Control List, Export Control
List, and the United States, including the Export Administration Regulations
("EAR", 15 CFR 730 et seq., http://www.bis.doc.gov/) administered by the
Department of Commerce, Bureau of Industry and Security, and the Foreign Asset
Control Regulations (31 CFR 500 et seq.,
http://www.treas.gov/offices/enforcement/ofac/) administered by the Department
of Treasury, Office of Foreign Assets Control ("OFAC"), each as may be
amended and updated from time to time.
(b) Licensee will not, and will ensure that Licensee will not directly or
indirectly export, re-export, transfer or release (collectively,
"export") any Products to any destination, person, entity or end use
prohibited or restricted under Canadian or US law, or the laws of the
jurisdiction in which Licensee is resident or in which Licensee uses the
Products, without prior government or regulatory authorization to the extent
required by applicable laws and regulations.
(c) The US government maintains embargoes and sanctions against the countries
listed in Country Groups E:1/2 of the EAR (Supplement 1 to part 740),
including, as at the Effective Date, Cuba, Iran, North Korea, Sudan and Syria,
as amended from time to time. Licensee will not directly or indirectly employ
any Product received from SOLACE in missile technology, sensitive nuclear or
chemical biological weapons activities, or in any manner knowingly transfer any
Product to any party for any such end use. Licensee will not export Products
listed in Supplement 2 to part 744 of the EAR for military end-uses, as defined
in part 744.21, to the People's Republic of China. Licensee will not
transfer any Product to any party listed on any of the denied parties lists or
specially designated nationals lists maintained under said regulations without
appropriate US government authorization to the extent required by regulation.
Licensee acknowledge that other countries may have trade laws pertaining to
import, use, export or distribution of Products, and that compliance with same
is Licensee responsibility.
(d) Licensee may not use the Products if Licensee is barred from receiving the
Products under the laws of Canada, the United States or any other country
including the country in which Licensee are resident or in which Licensee use
the Products.
13 GENERAL
13.1 U.S. Government Users. If Licensee are acting on behalf of an agency or
instrumentality of the U.S. federal government, the Product, as applicable, are
"commercial computer software" and "commercial computer software
documentation" developed exclusively at private expense by SOLACE Pursuant
to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, use,
reproduction and disclosure of the Products is governed by the terms of this
Agreement.
13.2 Entire Agreement. This Agreement, and the agreements and other documents
required to be delivered pursuant to this Agreement, constitute the entire and
exclusive agreement between SOLACE and Licensee, and sets out all the
covenants, promises, warranties, representations, conditions and agreements
between the Parties in connection with the subject matter of this Agreement,
and supersedes all prior agreements (whether written or oral, pre-contractual
or otherwise) and other communications between SOLACE and Licensee. There are
no covenants, promises, warranties, representations, conditions or other
agreements, whether oral or written, pre-contractual or otherwise, express,
implied or collateral, whether statutory or otherwise, between the Parties in
connection with the subject matter of this Agreement except as specifically set
forth in this Agreement and any document required to be delivered pursuant to
this Agreement.
13.3 Amendments. This Agreement may be modified only by a written amendment
agreed to by both Licensee and SOLACE, except that SOLACE may modify the
Documentation from time to time, provided that SOLACE does not materially
lessen the description of the functionality of the Products as a result of such
modification.
13.4 English Language. This Agreement is entered into solely in the English
language, and if for any reason any other language version is prepared by any
Party, it will be solely for convenience and the English version will govern
and control in all respects If Licensee are located in the province of
Quebec, Canada, the following applies: The Parties hereby confirm they have
requested this Agreement and all related documents be prepared in English Les
parties ont exig� que le pr�sent contrat et tous les documents connexes soient
r�dig�s en anglais.
13.5 Waiver. To be effective, any waiver by a Party of any of its rights or any
other Party's obligations under this Agreement must be made in a writing
signed by the Party to be charged with the waiver. No failure or forbearance
by any Party to insist upon or enforce performance by any other Party of any of
the provisions of this Agreement or to exercise any rights or remedies under
this Agreement or otherwise at law or in equity will be construed as a waiver
or relinquishment to any extent of such Party's right to assert or rely upon
any such provision, right, or remedy in that or any other instance; rather, the
same will be and remain in full force and effect. A Party's waiver of a
breach of any term will not be a waiver of any subsequent breach of the same or
another term.
13.6 Cumulative Rights. The rights of each Party hereunder are cumulative and
no exercise or enforcement by a Party of any right or remedy hereunder will
preclude the exercise or enforcement by such Party of any other right or remedy
hereunder or which such Party is otherwise entitled by law to enforce.
13.7 Severability. If, in any jurisdiction, any provision of this Agreement or
its application to any Party or circumstance is restricted, prohibited or
unenforceable, the provision will, as to that jurisdiction, be ineffective only
to the extent of the restriction, prohibition or unenforceability without
invalidating the remaining provisions of this Agreement and without affecting
the validity or enforceability of such provision in any other jurisdiction, or
without affecting its application to other Parties or circumstances.
13.8 Assignment. SOLACE may assign this Agreement or any of the benefits,
rights or obligations under this Agreement without the prior written consent of
the Licensee. Licensee may not assign this Agreement or any of the benefits,
rights or obligations under this Agreement without the prior written consent of
SOLACE. Any attempt by Licensee to so assign or transfer is null and void. If
SOLACE does consent to an assignment of this Agreement, the transferee/assignee
must be acceptable to SOLACE and agree to the terms and conditions of this
Agreement.
13.9 Further Assurances. The Parties will, with reasonable diligence, do all
things and provide all such reasonable assurances as may be required to
consummate the transactions contemplated by this Agreement, and each Party will
provide such further documents or instruments required by any other Party as
may be reasonably necessary or desirable to effect the purpose of this
Agreement and carry out its provisions.
13.10 Governing Law and Jurisdiction. This Agreement is governed and
interpreted in accordance with the laws of the Province of Ontario and the laws
of Canada applicable therein, without giving effect to its conflict of laws
provisions. Any Claim arising out of or related to this Agreement must be
brought exclusively in a federal or provincial court located in Ottawa, Canada,
and Licensee hereby consents to the jurisdiction and venue of such courts.
Each of the Parties irrevocably waives, to the fullest extent it may
effectively do so, the defence of an inconvenient forum to the maintenance of
such action, application or proceeding. The Parties will not raise any
objection to the venue of any action, application, reference or other
proceeding arising out of or related to this Agreement in the federal or
provincial courts sitting in Ottawa, including the objection that the
proceedings have been brought in an inconvenient forum. A final judgment in
any such action, application or proceeding is conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner specified by
law. The United Nations Convention on Contracts for the International Sale of
Goods is expressly disclaimed and will not apply.
Zlib
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zlib License
This software is provided 'as-is', without any express or implied
warranty. In no event will the authors be held liable for any damages
arising from the use of this software.
Permission is granted to anyone to use this software for any purpose,
including commercial applications, and to alter it and redistribute it
freely, subject to the following restrictions:
1. The origin of this software must not be misrepresented; you must not
claim that you wrote the original software. If you use this software
in a product, an acknowledgment in the product documentation would be
appreciated but is not required.
2. Altered source versions must be plainly marked as such, and must not be
misrepresented as being the original software.
3. This notice may not be removed or altered from any source distribution.