License Information

INTERNATIONAL SOFTWARE SUBSCRIPTION AND LICENSE AGREEMENT


PLEASE READ AND CONSIDER CAREFULLY BEFORE SIGNING―THIS AGREEMENT CONTAINS LEGAL TERMS AND CONDITIONS. CUSTOMER’S ORDER FOR SQUASH COMPRESSION’S SERVICES ARE SUBJECT TO THE TERMS CONTAINED HEREIN AND TO SQUASH COMPRESSION’S TERMS AND CONDITIONS, FOUND AT WWW.SQUASHCOMPRESSION.COM (“TERMS AND CONDITIONS”).

BY SIGNING BELOW, DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN “ACCEPT” BUTTON, OR OTHERWISE USING THE SOFTWARE, LICENSEE AGREES TO ALL OF THE TERMS OF THIS AGREEMENT, THE FEE SCHEDULE, AND ANY OTHER APPLICABLE TERMS GOVERNING SQUASH COMPRESSION’S PRODUCTS AND SERVICES. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF LICENSEE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND LICENSEE TO THESE TERMS.

IF YOU DO NOT AGREE TO THESE TERMS,
  • DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK ON AN “ACCEPT” BUTTON, OR USE THE SOFTWARE; AND
  • PROMPTLY RETURN THE UNUSED MEDIA, DOCUMENTATION, AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM IT WAS OBTAINED FOR A REFUND OF THE AMOUNT PAID. IF THE SOFTWARE WAS DOWNLOADED, DESTROY ALL COPIES OF THE SOFTWARE.

SUBSCRIPTION TO THIS SOFTWARE IS SUBJECT TO THE TERMS SET FORTH BELOW, INCLUDING BUT NOT LIMITED TO FEES, TERM OF AGREEMENT, SOFTWARE LICENSE TERMS, TERMS OF USE, CUSTOMER REPRESENTATIONS AND WARRANTY STATEMENT.

 

1. Definitions

  • 1.1 “This Agreement” means this entire International Software Subscription and License Agreement.
  • 1.2 “SQUASH COMPRESSION” means SQUASH COMPRESSION, LLC or one of its subsidiaries.
  • 1.3 “Terms of Use” or “Authorized Use” means any and all prohibitions and restrictions on the storing, loading, installing, executing, or displaying the Software on a single Designated Server owned by the Licensee, and the use of the Software by users linked to the network by way of Licensee’s Designated Server.
  • 1.4 “Customer”, “Subscriber” or “Licensee” (sometimes referred to as “you”) means the individual or entity which purchases the subscription under this Agreement, more specifically identified in the signature block of this agreement, and any entity or individual which uses the Software through Subscriber’s subscription.
  • 1.5 “Client” or “User” means any entity or individual who uses the Software through Subscriber’s subscription on a particular Designated Server.
  • 1.6 “License” means the Software license grant and general license terms set forth herein.
  • 1.7 “Product”, “Program” or “Software” means SQUASH COMPRESSION’s Software with the current functionality provided by SQUASH COMPRESSION, including the following, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) compression algorithms and technologies, 3) components, files, and modules, 4) audio-visual content (such as images, text, recordings, or pictures), and 5) related licensed materials (such as keys and documentation). It also includes any accompanying instructions, documentation, technical data, images, and other related materials.
  • 1.8 “Designated Server” means a single physical computer housed in a single unit comprising one or more central processing units that has been designated for running SQUASH COMPRESSION’s Software.
  • 1.9 “License Information” (“LI”) is a separate document that provides information and any additional terms specific to this Software. The Software’s LI is available at www.squashcompression.com/index.php/license-information/. The LI can also be found in the Software directory, by the use of a system command, as a “Read Me.txt” file, or as a booklet included with the Software.
  • 1.10 “Proof of Entitlement” (“PoE”) is a document that provides evidence of Licensee’s Authorized Use. The PoE is also evidence of Licensee’s eligibility for warranty, future update prices, if any, and potential special or promotional opportunities. If SQUASH COMPRESSION does not provide Licensee with a PoE, then SQUASH COMPRESSION may accept as the PoE the original paid sales receipt or other sales record from the party (either SQUASH COMPRESSION or its reseller) from whom Licensee obtained the Software, provided that it specifies the Software name and Authorized Use obtained.
  • 1.11 “Warranty Period” is designated as a period of thirty (30) days, starting on the date the original Licensee is granted the license.
  • 1.12 “Term of Agreement” is the period from the date a subscription is purchased to the date of termination by either the user or SQUASH COMPRESSION.
  • 1.13 “Reissue” is defined as a product similar to the original Product downloaded, but updated to include those features and fixes that are included in the current release.
  • 1.14 “Upgrade” is defined as a new release of the Product that includes a substantial new facility or capability.
  •  

    2. Agreement Structure

    • 2.1 Licensee recognizes and acknowledges that this Agreement is customized with terms and provisions unique to the country in which the Licensee resides or has its principal place of business, as indicated by the Licensee’s selection on the registration page. If the Licensee is not located in the country indicated on the registration page, then the Licensee should return to the registration page and select the country in which the Licensee is located by clicking the RETURN TO REGISTRATION PAGE link below. This Agreement, the LI, and the PoE and is the complete agreement between Licensee and SQUASH COMPRESSION regarding the use of the Software. It replaces any prior oral or written communications between Licensee and SQUASH COMPRESSION concerning Licensee’s use of the Software.
    • 2.2 If the Licensee resides in or has its principal place of business in Ireland or the United Kingdom at the time this Agreement is executed, then this Subsection 2.2 of this Section 2 applies in addition to Subsection 2.1 of this Section 2 as follows:
      Nothing in this paragraph shall have the effect of excluding or limiting liability for fraud.

     

    3. License Grant and Subscription Terms

    • 3.1 As part of this subscription, Subscriber receives a License as described below. SQUASH COMPRESSION will provide updates to the Software, such as correction of “bugs” and certain limited improvements to existing functionality of the Software as SQUASH COMPRESSION may choose to provide. The subscription does not automatically include the right to receive any Upgrades, Reissues or new product releases by SQUASH COMPRESSION, SQUASH COMPRESSION will in its own discretion determine whether and on what terms any Upgrade, Reissue or new product release will be made available to existing Subscribers. Pre-qualification information contained in this document is based on best available information and is subject to change based upon additional information obtained from Customer.
    • 3.2 The subscription entitles Customer to receive limited support as posted at www.squashcompression.com/index.php/support/ at the time this Agreement becomes effective. SQUASH COMPRESSION reserves the right to charge Customer for any support exceeding the limitations posted at www.squashcompression.com/index.php/support/.
    • 3.3 Prior to, during and after the installation of requested services, Subscriber may choose to request that Squash augment the Service order to provide additional services or remove services from the Service Order. Depending upon the scope of these requested changes, verbal requests from the Subscriber and/or Subscribers delegated representative may be acceptable to SQUASH COMPRESSION in which case SQUASH COMPRESSION shall notify Customer of its acceptance of said changes via email. In some instances, SQUASH COMPRESSION may require additional written authorization. All applicable charges resulting from changes requested by the Subscriber and/or the Subscriber’s delegated representative, whether written or verbal, are the responsibility of the Subscriber and shall be deemed to be part of this Service Order and subject to its Terms and Conditions. If the Licensee resides in or has its principal place of business in Indonesia at the time this Agreement is executed, both parties waive the provision of article 1266 of the Indonesian Civil Code, to the extent the article provision requires such court decree for the termination of an agreement creating mutual obligations.
    • 3.4 Subscriber may not assign or transfer this Agreement. Any such attempted assignment or transfer will be null and void. SQUASH COMPRESSION may terminate this Agreement in the event of any such attempted assignment or transfer.
    • 3.5 By accepting this Agreement and purchasing this Subscription, Subscriber represents and warrants that, if a natural person, Subscriber is at least 18 years of age and/or is otherwise legally able to enter into a binding contract.
    • 3.6 Cancellation may be effected by following the procedures posted on our Web Site (www.squashcompression.com) at the time you wish to cancel.
    • 3.7 The Software is owned, patented and copyrighted by SQUASH COMPRESSION or by third party suppliers, not sold. The Software License confers no title or ownership and is not a sale of any rights in the Software. Customer is granted only the right to Use the Software without right of sublicense.
    • 3.8 Customer must retain all patent, copyright notices and other proprietary legends in or on the original Software. Customer may not remove from the Software, or alter, any of the SQUASH COMPRESSION trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Software. Customer may not copy the Software onto any public or distributed network.
    • 3.9 Customer may not export or re-export this software or any copy or adaptation in violation of any applicable laws or regulations. Customer may not modify, reverse engineer, disassemble, decompile or otherwise attempt to access or determine the source code of the Software, copy, reproduce or distribute the Software in any way in whole or in part or create any derivative work based on the Software. Any use of these materials on any other website or networked computer environment for any purpose is prohibited. The Software is copyrighted and any unauthorized use of it is prohibited. If Customer breaches breach any of these terms, the License to Use the Software automatically terminates and Customer must immediately destroy any downloaded or printed materials.
    • 3.10 Customer agrees that Software contains proprietary information including trade secrets, technology, expertise and confidential information that is the exclusive property of SQUASH COMPRESSION. During the period this Agreement is in effect and at all times after its termination, Customer and its employees and agents shall maintain the confidentiality of this information and not sell, license, publish, display, distribute, disclose or otherwise make available this information to any third party nor use such proprietary information concerning the Software, including any flow charts, logic diagrams, user manuals and screens, to persons not an employee of Customer without the prior written consent of SQUASH COMPRESSION.
    • 3.11 SQUASH COMPRESSION grants Licensee a nonexclusive license to 1) use the Software up to the Authorized Use specified in the PoE, 2) make and install copies to support such Authorized Use, and 3) make a backup copy, all provided that
      • A. Licensee has lawfully obtained the Software and complies with the terms of this Agreement;
      • B. the backup copy does not execute unless the backed-up Software cannot execute;
      • C. Licensee reproduces all copyright notices and other legends of ownership on each copy, or partial copy, of the Software;
      • D. Licensee ensures that anyone who uses the Software (accessed either locally or remotely) 1) does so only on Licensee’s behalf and 2) complies with the terms of this Agreement;
      • E. Licensee does not 1) use, copy, modify, or distribute the Software except as expressly permitted in this Agreement; 2) reverse assemble, reverse compile, otherwise translate, or reverse engineer the Software, except as expressly permitted by law without the possibility of contractual waiver; 3) use any of the Software’s components, files, modules, audio-visual content, or related licensed materials separately from that Software; or 4) sublicense, rent, or lease the Software; and
      • F. if Licensee obtains this Software as a Supporting Software, Licensee uses this Software only to support the Principal Software and subject to any limitations in the license to the Principal Software, or, if Licensee obtains this Software as a Principal Software, Licensee uses all Supporting Software only to support this Software, and subject to any limitations in this Agreement. For purposes of this Item “f,” a “Supporting Software” is a Software that is part of another SQUASH COMPRESSION Software (“Principal Software”) and identified as a Supporting Software in the Principal Software’s LI. (To obtain a separate license to a Supporting Software without these restrictions, Licensee should contact the party from whom Licensee obtained the Supporting Software.)
    • 3.14 This license applies to each copy of the Software that Licensee installs.
    • 3.15 Trade-ups, Updates, Fixes, and Patches
      • A. Trade-ups. If the Software is replaced by a trade-up Software, the replaced Software’s license is promptly terminated.
      • B. Updates, Fixes, and Patches. When Licensee receives an update, fix, or patch to a Software, Licensee accepts any additional or different terms that are applicable to such update, fix, or patch that are specified in its LI. If no additional or different terms are provided, then the update, fix, or patch is subject solely to this Agreement. If the Software is replaced by an update, Licensee agrees to promptly discontinue use of the replaced Software.
    • 3.16 Fixed Term Licenses. If SQUASH COMPRESSION licenses the Software for a fixed term, Licensee’s license is terminated at the end of the fixed term, unless Licensee and SQUASH COMPRESSION agree to renew it.
    • 3.17 Term and Termination. This Agreement is effective until terminated. SQUASH COMPRESSION may terminate the subscription and Software License immediately without prior notice for failure to comply with any terms of this Agreement, including Software License terms or Terms of Use. Immediately upon termination, Customer will no longer have any right to Use the Software. If the license is terminated for any reason by either party, Licensee agrees to promptly discontinue use of and destroy all of Licensee’s copies of the Software. Any terms of this Agreement that by their nature extend beyond termination of this Agreement remain in effect until fulfilled, and apply to both parties’ respective successors and assignees.

     

    4. Charges

    • 4.1 SQUASH COMPRESSION charges a monthly fee (plus applicable general sales tax) for the Subscription. If you purchase this subscription, you are authorizing SQUASH COMPRESSION to immediately bill your credit card for the first monthly or annual fee and to bill your credit card each month or year thereafter in monthly intervals. If for any reason any of our charges for these fees are rejected or refused by your credit card issuer, this Agreement and your subscription and license to Use the Software will automatically terminate without notice. Customers who purchase Squash acknowledge and understand that our Products and Services may be activated, and that charges for such Service may be invoiced and due prior to activation of Squash. It is Customer’s sole responsibility to ensure that payment is made and to notify SQUASH COMPRESSION (via info@squashcompression.com) of any different billing instructions if you cancel or wish to change the credit card for our billing purposes. Customers who have been quoted or received discount information, must submit a signed copy to SQUASH COMPRESION prior to installation
    • 4.2 Charges are based on Authorized Use obtained, which is specified in the PoE. SQUASH COMPRESSION does not give credits or refunds for charges already due or paid, except as specified elsewhere in this Agreement. If Licensee wishes to increase its Authorized Use, Licensee must notify SQUASH COMPRESSION or an authorized SQUASH COMPRESSION reseller in advance and pay any applicable charges.
    • 4.3 SQUASH COMPRESSION will discontinue billing for any months (or years) after the month (or year) in which termination occurred. SQUASH COMPRESSION will not pro-rate or refund any fees paid for the month (or year) in which termination occurred. In addition to the fees quoted in this order, Customer understands that an early termination fee will be charged if Customer stops any Service before the end of its billing cycle for the given month. SQUASH COMPRESSION may also provide certain optional Products and/or Services, subject to payment of additional fees. The early termination fees, Optional Service fees and miscellaneous fees are set forth in SQUASH COMPRESSION’s Fee Schedule, found at www.squashcompression.com/index.php/fee-schedule/ (“Fee Schedule”) and additional fees are outlined on our website at www.squashcompression.com/index.php/fee-schedule/.
    • 4.4 If the Licensee resides in or has its principal place of business in the People’s Republic of China at the time this Agreement is executed, then the following provision is also applicable: All banking charges incurred in the People’s Republic of China will be borne by Licensee and those incurred outside the People’s Republic of China will be borne by SQUASH COMPRESSION.
    •  

      5. Taxes

      • 5.1 If the Licensee resides in or has its principal place of business in the United States at the time this Agreement is executed, then this Subsection 5.1 is applicable to the exclusion of all other subsections set forth in this Section 5: Licensee hereby acknowledges that the charge for the License granted herein does not reflect any local, state, or federally mandated usage fees and/or taxes. Furthermore,
        • A. If any authority imposes on the Software a duty, tax, levy, or fee, excluding those based on SQUASH COMPRESSION’s net income, then Licensee agrees to pay that amount, as specified in an invoice, or supply exemption documentation. Licensee is responsible for any personal property taxes for the Software from the date that Licensee obtains it.
        • B. If any authority imposes a customs duty, tax, levy, or fee for the import into or the export, transfer, access, or use of the Program outside the country in which the original Licensee was granted the license, then Licensee agrees that it is responsible for, and will pay, any amount imposed.
        • C. For Software delivered electronically in the United States for which Licensee claims a state sales and use tax exemption, Licensee agrees not to receive any tangible personal property (e.g., media and publications) associated with the electronic Software.
        • D. Licensee agrees to be responsible for any sales and use tax liabilities that may arise as a result of Licensee’s subsequent redistribution of the Software after delivery by SQUASH COMPRESSION.
      • 5.2 If the Licensee resides in or has its principal place of business in Australia at the time this Agreement is executed, then this Subsection 5.2 is applicable to the exclusion of all other subsections set forth in this Section 5: If any government or authority imposes a duty, tax (other than income tax), levy, or fee, on this Agreement or on the Program itself, that is not otherwise provided for in the amount payable, Licensee agrees to pay it when SQUASH COMPRESSION invoices Licensee. If the rate of GST changes, SQUASH COMPRESSION may adjust the charge or other amount payable to take into account that change from the date the change becomes effective. Licensee is responsible for any personal property taxes for the Program from the date that Licensee obtains it. If any authority imposes a customs duty, tax, levy, or fee for the import into or the export, transfer, access, or use of the Program outside the country in which the original Licensee was granted the license, then Licensee agrees that it is responsible for, and will pay, any amount imposed.
      • 5.3 If the Licensee resides in or has its principal place of business in Hong Kong SAR at the time this Agreement is executed, then this Subsection 5.3 is applicable to the exclusion of all other subsections set forth in this Section 5: The charge for the License granted herein does not reflect any local, state, or federally mandated usage fees and/or taxes. If any authority imposes on the Program a duty, tax, levy, or fee, excluding those based on SQUASH COMPRESSION’s net income, then Licensee agrees to pay that amount, as specified in an invoice, or supply exemption documentation. Licensee is responsible for any personal property taxes for the Program from the date that Licensee obtains it. If any authority imposes a customs duty, tax, levy, or fee for the import into or the export, transfer, access, or use of the Program outside Hong Kong SAR, then Licensee agrees that it is responsible for, and will pay, any amount imposed.
      • 5.4 If the Licensee resides in or has its principal place of business in Macau SAR at the time this Agreement is executed, then this Subsection 5.4 is applicable to the exclusion of all other subsections set forth in this Section 5: The charge for the License granted herein does not reflect any local, state, or federally mandated usage fees and/or taxes. If any authority imposes on the Program a duty, tax, levy, or fee, excluding those based on SQUASH COMPRESSION’s net income, then Licensee agrees to pay that amount, as specified in an invoice, or supply exemption documentation. Licensee is responsible for any personal property taxes for the Program from the date that Licensee obtains it. If any authority imposes a customs duty, tax, levy, or fee for the import into or the export, transfer, access, or use of the Program outside Macau SAR, then Licensee agrees that it is responsible for, and will pay, any amount imposed.
      • 5.5 If the Licensee resides in or has its principal place of business in Taiwan at the time this Agreement is executed, then this Subsection 5.5 is applicable to the exclusion of all other subsections set forth in this Section 5: The charge for the License granted herein does not reflect any local, state, or federally mandated usage fees and/or taxes. If any authority imposes on the Program a duty, tax, levy, or fee, excluding those based on SQUASH COMPRESSION’s net income, then Licensee agrees to pay that amount, as specified in an invoice, or supply exemption documentation. Licensee is responsible for any personal property taxes for the Program from the date that Licensee obtains it. If any authority imposes a customs duty, tax, levy, or fee for the import into or the export, transfer, access, or use of the Program outside Taiwan, then Licensee agrees that it is responsible for, and will pay, any amount imposed.
      • 5.6 For all Licensees not otherwise identified in Subsections 5.1, 5.2 5.3, 5.4 or 5.5 hereinabove, then this Subsection 5.6 is applicable to the exclusion of all other Subsections set forth in this Section 5: The charge for the License granted herein does not reflect any local, state, or federally mandated usage fees and/or taxes. If any authority imposes on the Software a duty, tax, levy, or fee, excluding those based on SQUASH COMPRESSION’s net income, then Licensee agrees to pay that amount, as specified in an invoice, or supply exemption documentation. Licensee is responsible for any personal property taxes for the Software from the date that Licensee obtains it. If any authority imposes a customs duty, tax, levy, or fee for the import into or the export, transfer, access, or use of the Software outside the country in which the original Licensee was granted the license, then Licensee agrees that it is responsible for, and will pay, any amount imposed.

       

      6. Money-back Guarantee

      If Licensee is dissatisfied with the Software for any reason and is the original Licensee, Licensee may terminate the license and obtain a refund of the amount Licensee paid for the Software, provided that Licensee returns the Software and PoE to the party from whom Licensee obtained it within 30 days of the date the PoE was issued to Licensee. If the license is for a fixed term that is subject to renewal, then Licensee may obtain a refund only if the Software and its PoE are returned within the first 30 days of the initial term. If Licensee downloaded the Software, Licensee should contact the party from whom Licensee obtained it for instructions on how to obtain the refund.

       

      7. Software Transfer

      The Licensee may not transfer this Agreement, the Software subject to this licensing agreement, or the rights, duties and obligations conferred by this Agreement under any circumstances. SQUASH COMPRESSION reserves the right to transfer any and all of its rights, duties, titles and obligations arising under the terms and conditions of this Agreement.

       

      8. Warranty and Exclusions

      • 8.1
        • A. If the Licensee resides in or has its principal place of business in Germany at the time this Agreement is executed, then this Subparagraph A of this Subsection 8.1 applies to the exclusion of all other Subparagraphs in this Subsection 8.1: The Warranty Period is twelve months from the date of delivery of the Program to the original Licensee.
        • B. For all Licensees not otherwise identified in Subsection 8.1 hereinabove, then this Subparagraph B of this Subsection 8.1 applies to the exclusion of all other Subparagraphs in this Subsection 8.1: SQUASH COMPRESSION makes no warranties, either express or implied, that this Product is fit for the use intended by the Licensee.
          • 1. If the Licensee resides in or has its principal place of business in Australia at the time this Agreement is executed, then the following provisions are added to this Subparagraph B of this Subsection 8.1: The warranties specified in this Section 8 are in addition to any rights Licensee may have under the Trade Practices Act 1974 or other legislation and are only limited to the extent permitted by the applicable legislation.
          • 2. If the Licensee resides in or has its principal place of business in New Zealand at the time this Agreement is executed then the following provisions are added to this Subparagraph B of this Subsection 8.1: The warranties specified in this Section 8 are in addition to any rights Licensee may have under the Consumer Guarantees Act 1993 or other legislation which cannot be excluded or limited. The Consumer Guarantees Act 1993 will not apply in respect of any goods which SQUASH COMPRESSION provides, if Licensee requires the goods for the purposes of a business as defined in that Act.
      • 8.2 If the Licensee resides in or has its principal place of business in Germany at the time this Agreement is executed, then Subsection 8.1 defines SQUASH COMPRESSION’s entire warranty obligations to Licensee except as otherwise required by applicable statutory law to the exclusion of all other Subsections in this Section 8.
      • 8.3
        • A. SQUASH COMPRESSION warrants only that the Software, when used in its specified operating environment, will conform to its specifications. The Software’s specifications, and specified operating environment information, can be found in documentation accompanying the Software (such as a read-me file) or other information published by SQUASH COMPRESSION (such as an announcement letter). Licensee agrees that such documentation and other Software content may be supplied only in the English language, unless otherwise required by local law without the possibility of contractual waiver or limitation.
        • B. If the Licensee resides in or has its principal place of business in Ireland at the time this Agreement is executed, then this Subparagraph B of this Subsection 8.3 applies in addition to Subparagraph A of this Subsection 8.3 as follows: Except as expressly provided in these terms and conditions, or Section 12 of the Sale of Goods Act 1893 as amended by the Sale of Goods and Supply of Services Act, 1980 (the “1980 Act”), all conditions or warranties (express or implied, statutory or otherwise) are hereby excluded including, without limitation, any warranties implied by the Sale of Goods Act 1893 as amended by the 1980 Act (including, for the avoidance of doubt, Section 39 of the 1980 Act).
      • 8.4 The warranty applies only to the unmodified portion of the Software. SQUASH COMPRESSION does not warrant uninterrupted or error-free operation of the Software, or that SQUASH COMPRESSION will correct all Software defects. Licensee is responsible for the results obtained from the use of the Software.
      • 8.5 During the Warranty Period, SQUASH COMPRESSION provides Licensee with access to SQUASH COMPRESSION databases containing information on known Software defects, defect corrections, restrictions, and bypasses at no additional charge. Consult the SQUASH COMPRESSION Software Support Handbook for further information at www.squashcompression.com/index.php/support/. Costs for support and installation assistance may be assessed.
      • 8.6 If the Software does not function as warranted during the Warranty Period and the problem cannot be resolved with information available in the SQUASH COMPRESSION databases, Licensee may return the Software and its PoE to the party (either SQUASH COMPRESSION or its reseller) from whom Licensee obtained it and receive a refund of the amount Licensee paid. After returning the Software, Licensee’s license terminates. If Licensee downloaded the Software, Licensee should contact the party from whom Licensee obtained it for instructions on how to obtain the refund.
      • 8.7
        • A. If the Licensee resides in or has its principal place of business in Austria at the time this Agreement is executed, then this Subparagraph A of this Subsection 8.7 applies to the exclusion of all other Subparagraphs in this Subsection 8.7 as follows:
          EXCLUSIONS
          THESE WARRANTIES ARE LICENSEE’S EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THESE WARRANTIES GIVE LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION. THE WARRANTIES IN THIS SECTION 8 (WARRANTY AND EXCLUSIONS) ARE PROVIDED SOLELY BY SQUASH COMPRESSION. THE DISCLAIMERS IN THIS SUBSECTION 8.2 (EXCLUSIONS), HOWEVER, ALSO APPLY TO SQUASH COMPRESSION’S SUPPLIERS OF THIRD PARTY CODE. THOSE SUPPLIERS PROVIDE SUCH CODE WITHOUT WARRANTIES OR CONDITION OF ANY KIND. THIS PARAGRAPH DOES NOT NULLIFY SQUASH COMPRESSION’S WARRANTY OBLIGATIONS UNDER THIS AGREEMENT.
        • B. For all Licensees not otherwise identified in Subparagraph A of this Subsection 8.7 hereinabove, then this Subparagraph B of this Subsection 8.7 applies to the exclusion of all other Subparagraphs in this Subsection 8.7 as follows:
          EXCLUSIONS
          THESE WARRANTIES ARE LICENSEE’S EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THESE WARRANTIES GIVE LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION. THE WARRANTIES IN THIS SECTION 8 (WARRANTY AND EXCLUSIONS) ARE PROVIDED SOLELY BY SQUASH COMPRESSION. THE DISCLAIMERS IN THIS SUBSECTION 8.2 (EXCLUSIONS), HOWEVER, ALSO APPLY TO SQUASH COMPRESSION’S SUPPLIERS OF THIRD PARTY CODE. THOSE SUPPLIERS PROVIDE SUCH CODE WITHOUT WARRANTIES OR CONDITION OF ANY KIND. THIS PARAGRAPH DOES NOT NULLIFY SQUASH COMPRESSION’S WARRANTY OBLIGATIONS UNDER THIS AGREEMENT.
        • C. If the Licensee resides in or has its principal place of business in Taiwan at the time this Agreement is executed, then this Subsection 8.7 is stricken in its entirety from this Section 8 and is of no force and effect.
      • 8.8 If the Licensee resides in or has its principal place of business in Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, or the United Kingdom at the time this Agreement is executed, then this Subsection 8.8 applies in addition to all other applicable terms and provisions set forth in this Section 8, as follows: Notice is hereby given that consumers in the European Union (“EU”) have legal rights under applicable national legislation governing the sale of consumer goods. Such rights are not affected by the provisions set out in this Section 8 Warranty and Exclusions. The territorial scope of the Limited Warranty is worldwide.

       

      9. Licensee Data and Databases

      • 9.1 To assist Licensee in isolating the cause of a problem with the Software, SQUASH COMPRESSION may request that Licensee 1) allow SQUASH COMPRESSION to remotely access Licensee’s system or 2) send Licensee information or system data to SQUASH COMPRESSION. However, SQUASH COMPRESSION is not obligated to provide such assistance unless SQUASH COMPRESSION and Licensee enter a separate written agreement under which SQUASH COMPRESSION agrees to provide to Licensee that type of technical support, which is beyond SQUASH COMPRESSION’s warranty obligations in this Agreement. In any event, SQUASH COMPRESSION uses information about errors and problems to improve its products and services, and assist with its provision of related support offerings. For these purposes, SQUASH COMPRESSION may use SQUASH COMPRESSION entities and subcontractors (including in one or more countries other than the one in which Licensee is located), and Licensee authorizes SQUASH COMPRESSION to do so.
      • 9.2 Licensee remains responsible for 1) any data and the content of any database Licensee makes available to SQUASH COMPRESSION, 2) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data (including any personally-identifiable data), and 3) backup and recovery of any database and any stored data. Licensee will not send or provide SQUASH COMPRESSION access to any personally-identifiable information, whether in data or any other form, and will be responsible for reasonable costs and other amounts that SQUASH COMPRESSION may incur relating to any such information mistakenly provided to SQUASH COMPRESSION or the loss or disclosure of such information by SQUASH COMPRESSION, including those arising out of any third party claims.

       

      10. Limitation of Liability

      The limitations and exclusions in this Section 10 (Limitation of Liability) apply to the full extent they are not prohibited by applicable law without the possibility of contractual waiver. Additionally, if the Licensee resides in or has its principal place of business in Austria at the time this Agreement is executed, the following limitations and exclusions of SQUASH COMPRESSION’s liability do not apply for damages caused by gross negligence or willful misconduct.
      • 10.1 If the Licensee resides in or has its principal place of business in Belgium, France, Italy, or Luxembourg at the time this Agreement is executed, then this Subsection 10.1 applies to the exclusion of all other Subsections in this Section 10:
        Except as otherwise provided by mandatory law:
        • A. Items for Which SQUASH COMPRESSION May Be Liable
          SQUASH COMPRESSION’s entire liability for all claims in the aggregate for any damages and losses that may arise as a consequence of the fulfillment of its obligations under or in connection with this Agreement or due to any other cause related to this Agreement is limited to the compensation of only those damages and losses proved and actually arising as an immediate and direct consequence of the non-fulfillment of such obligations (if SQUASH COMPRESSION is at fault) or of such cause, for a maximum amount equal to the charges (if the Program is subject to fixed term charges, up to twelve months’ charges) Licensee paid for the Program that has caused the damages. The above limitation will not apply to damages for bodily injuries (including death) and damages to real property and tangible personal property for which SQUASH COMPRESSION is legally liable.
        • B. Items for Which SQUASH COMPRESSION Is Not Liable
          UNDER NO CIRCUMSTANCES IS SQUASH COMPRESSION OR ANY OF ITS PROGRAM DEVELOPERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: 1) LOSS OF, OR DAMAGE TO, DATA; 2) INCIDENTAL, EXEMPLARY OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; AND / OR 3) LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF THEY ARISE AS AN IMMEDIATE CONSEQUENCE OF THE EVENT THAT GENERATED THE DAMAGES.
        • C. Suppliers and Program Developers
          The limitation and exclusion of liability herein agreed applies not only to the activities performed by SQUASH COMPRESSION but also to the activities performed by its suppliers and Program developers, and represents the maximum amount for which SQUASH COMPRESSION as well as its suppliers and Program developers are collectively responsible.
      • 10.2 If the Licensee resides in or has its principal place of business in Germany at the time this Agreement is executed, then this Subsection 10.2 applies to the exclusion of all other Subsections in this Section 10:
        • A. SQUASH COMPRESSION will be liable without limit for 1) loss or damage caused by a breach of an express guarantee; 2) damages or losses resulting in bodily injury (including death); and 3) damages caused intentionally or by gross negligence.
        • B. In the event of loss, damage and frustrated expenditures caused by slight negligence or in breach of essential contractual obligations, SQUASH COMPRESSION will be liable, regardless of the basis on which Licensee is entitled to claim damages from SQUASH COMPRESSION (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), per claim only up to the greater of 500,000 euro or the charges (if the Program is subject to fixed term charges, up to 12 months’ charges) Licensee paid for the Program that caused the loss or damage. A number of defaults which together result in, or contribute to, substantially the same loss or damage will be treated as one default.
        • C. In the event of loss, damage and frustrated expenditures caused by slight negligence, SQUASH COMPRESSION will not be liable for indirect or consequential damages, even if SQUASH COMPRESSION was informed about the possibility of such loss or damage.
        • D. In case of delay on SQUASH COMPRESSION’s part: 1) SQUASH COMPRESSION will pay to Licensee an amount not exceeding the loss or damage caused by SQUASH COMPRESSION’s delay and 2) SQUASH COMPRESSION will be liable only in respect of the resulting damages that Licensee suffers, subject to the provisions of Items a and b above.
      • 10.3 If the Licensee resides in or has its principal place of business in Ireland or the United Kingdom at the time this Agreement is executed, then this Subsection 10.3 applies to the exclusion of all other Subsections in this Section 10:
        The limitations and exclusions in this Section 10 (Limitation of Liability) apply to the full extent they are not prohibited by applicable law without the possibility of contractual waiver.
        • A. Items for Which SQUASH COMPRESSION May Be Liable
          • 1. For the purposes of this section, a “Default” means any act, statement, omission or negligence on the part of SQUASH COMPRESSION in connection with, or in relation to, the subject matter of an Agreement in respect of which SQUASH COMPRESSION is legally liable to Licensee, whether in contract or in tort. A number of Defaults which together result in, or contribute to, substantially the same loss or damage will be treated as one Default.
          • 2. Circumstances may arise where, because of a Default by SQUASH COMPRESSION in the performance of its obligations under this Agreement or other liability, Licensee is entitled to recover damages from SQUASH COMPRESSION. Regardless of the basis on which Licensee is entitled to claim damages from SQUASH COMPRESSION and except as expressly required by law without the possibility of contractual waiver, SQUASH COMPRESSION’s entire liability for any one Default will not exceed the amount of any direct damages, to the extent actually suffered by Licensee as an immediate and direct consequence of the default, up to the greater of (1) 500,000 euro (or the equivalent in local currency) or (2) 125% of the charges (if the Program is subject to fixed term charges, up to 12 months’ charges) for the Program that is the subject of the claim. Notwithstanding the foregoing, the amount of any damages for bodily injury (including death) and damage to real property and tangible personal property for which SQUASH COMPRESSION is legally liable is not subject to such limitation.
          • 3. This limit also applies to any of SQUASH COMPRESSION’s Program developers and suppliers. It is the maximum for which SQUASH COMPRESSION and its Program developers and suppliers are collectively responsible.
        • B. Items for Which SQUASH COMPRESSION Is Not Liable.
          UNDER NO CIRCUMSTANCES IS SQUASH COMPRESSION, ITS PROGRAM DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY:
          • 1. LOSS OF, OR DAMAGE TO, DATA;
          • 2. SPECIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES OR CONSEQUENTIAL DAMAGES; OR
          • 3. WASTED MANAGEMENT TIME OR LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.
    • 10.4 For all Licensees not otherwise identified in Subsections 10.1, 10.2 or 10.3 hereinabove, the following Subsection 10.4 applies to the exclusion of all other Subsections in this Section 10:
      • A. Items for Which SQUASH COMPRESSION May Be Liable
        • 1. If the Licensee resides in or has its principal place of business in Canada at the time this Agreement is executed, then this Subparagraph 1 applies to the exclusion of Subparagraphs 2, 3 and 4 in this Subparagraph A of this Subsection 10.4:
          Should circumstances arise where, because of a default on SQUASH COMPRESSION’s part or other liability, Licensee is entitled to recover damages from SQUASH COMPRESSION, then regardless of the basis on which Licensee is entitled to claim damages from SQUASH COMPRESSION (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), SQUASH COMPRESSION’s entire liability for all claims in the aggregate arising from or related to each Program or otherwise arising under this Agreement will not exceed the amount of any:
          • (a) damages for bodily injury (including death) and physical harm to real property and tangible personal property caused by SQUASH COMPRESSION’s negligence; and
          • (b) other actual direct damages up to the charges (if the Program is subject to fixed term charges, up to twelve months’ charges) Licensee paid for the Program that is the subject of the claim.
        • 2. If the Licensee resides in or has its principal place of business in India at the time this Agreement is executed, then this Subparagraph 2 applies to the exclusion of Subparagraphs 1, 3 and 4 in this Subparagraph A of this Subsection 10.4:
          Should circumstances arise where, because of a default on SQUASH COMPRESSION’s part or other liability, Licensee is entitled to recover damages from SQUASH COMPRESSION, then regardless of the basis on which Licensee is entitled to claim damages from SQUASH COMPRESSION (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), SQUASH COMPRESSION’s entire liability for all claims in the aggregate arising from or related to each Program or otherwise arising under this Agreement will not exceed the amount of any:
          • (a) liability for bodily injury (including death) or damage to real property and tangible personal property will be limited to that caused by SQUASH COMPRESSION’s negligence; and
          • (b) as to any other actual damage arising in any situation involving nonperformance by SQUASH COMPRESSION pursuant to, or in any way related to the subject of this Agreement, SQUASH COMPRESSION’s liability will be limited to the charge paid by Licensee for the individual Program that is the subject of the claim.
        • 3. If the Licensee resides in or has its principal place of business in Austria at the time this Agreement is executed, then this Subparagraph 3 applies to the exclusion of Subparagraphs 1, 2 and 4 in this Subparagraph A of this Subsection 10.4:
          Should circumstances arise where, because of a default by SQUASH COMPRESSION in the performance of its obligations under this Agreement or other liability, Licensee is entitled to recover damages from SQUASH COMPRESSION, then regardless of the basis on which Licensee is entitled to claim damages from SQUASH COMPRESSION, SQUASH COMPRESSION’s entire liability for all claims in the aggregate arising from or related to each Program or otherwise arising under this Agreement will not exceed the amount of any:
          • (a) damages for bodily injury (including death) and damage to real property and tangible personal property; and
          • (b) other actual direct damages up to the charges (if the Program is subject to fixed term charges, up to twelve months’ charges) Licensee paid for the Program that is the subject of the claim.
        • 4. For all Licensees not identified in Subparagraphs 1, 2 or 3 of this Subsection 10.4 hereinabove, the this Subparagraph 4 applies to the exclusion of Subparagraphs 1, 2 and 3 in this Subparagraph A of this Subsection 10.4: Should circumstances arise where, because of a default on SQUASH COMPRESSION’s part or other liability, Licensee is entitled to recover damages from SQUASH COMPRESSION, then regardless of the basis on which Licensee is entitled to claim damages from SQUASH COMPRESSION (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), SQUASH COMPRESSION’s entire liability for all claims in the aggregate arising from or related to each Software or otherwise arising under this Agreement will not exceed the amount of any
          • (a) damages for bodily injury (including death) and damage to real property and tangible personal property; and
          • (b) other actual direct damages up to the charges (if the Software is subject to fixed term charges, up to twelve months’ charges) Licensee paid for the Software that is the subject of the claim.
          • (c) This limit also applies to any of SQUASH COMPRESSION’s Software developers and suppliers. It is the maximum for which SQUASH COMPRESSION and its Software developers and suppliers are collectively responsible.
          • (d) If the Licensee resides in or has its principal place of business in Taiwan at the time this Agreement is executed, then only Subparagraphs (a) and (b) of this Subparagraph 4 of this Subparagraph A of this Subsection 10.4 are applicable to the exclusion of Subparagraphs (c), (e) and (f) of this Subparagraph 4 of this Subparagraph A of this Subsection 10.4.
          • (e) If the Licensee resides in or has its principal place of business in Peru at the time this Agreement is executed, then this Subparagraph (e) of this Subparagraph 4 of this Subparagraph A of this Subsection 10.4 applies in addition to Subparagraphs (a), (b) and (c) of this Subparagraph 4 of this Subparagraph A of this Subsection 10.4: In accordance with Article 1328 of the Peruvian Civil Code, the limitations and exclusions specified in this section will not apply to damages caused by SQUASH COMPRESSION’s willful misconduct (“dolo“) or gross negligence (“culpa inexcusable“).
          • (f) If the Licensee resides in or has its principal place of business in Peru at the time this Agreement is executed, then this Subparagraph (f) of this Subparagraph 4 of this Subparagraph A of this Subsection 10.4 applies in addition to Subparagraphs (a), (b) and (c) of this Subparagraph 4 of this Subparagraph A of this Subsection 10.4: In the event SQUASH COMPRESSION is in breach of a condition or warranty implied by the Trade Practices Act 1974, SQUASH COMPRESSION’s liability is limited to the repair or replacement of the goods, or the supply of equivalent goods. Where that condition or warranty relates to right to sell, quiet possession or clear title, or the goods are of a kind ordinarily obtained for personal, domestic or household use or consumption, then none of the limitations in this paragraph apply.
      • 10.2 Items for Which SQUASH COMPRESSION Is Not Liable.
        UNDER NO CIRCUMSTANCES IS SQUASH COMPRESSION, ITS SOFTWARE DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY:
        • 1. If the Licensee resides in or has its principal place of business in Malaysia at the time this Agreement is executed, then the following Subparagraph 1 applies to the exclusion of Subparagraphs 2, 3, 4, 5 and 6 of this Subparagraph B of this Subsection 10.2:
          INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR
        • 2. If the Licensee resides in or has its principal place of business in the Philippines at the time this Agreement is executed, then the following Subparagraph 2 applies to the exclusion of Subparagraphs 1, 3, 4, 5 and 6 of this Subparagraph B of this Subsection 10.2:
          SPECIAL (INCLUDING NOMINAL AND EXEMPLARY DAMAGES), MORAL, INCIDENTAL, OR INDIRECT DAMAGES OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR
        • 3. If the Licensee resides in or has its principal place of business in Singapore at the time this Agreement is executed, then the following Subparagraph 3 applies to the exclusion of Subparagraphs 1, 2, 4, 5 and 6 of this Subparagraph B of this Subsection 10.2:
          INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES, OR FOR ANY CONSEQUENTIAL DAMAGES; OR
        • 4. If the Licensee resides in or has its principal place of business in Austria at the time this Agreement is executed, then the following Subparagraph 4 applies to the exclusion of Subparagraphs 1, 2, 3, 5 and 6 of this Subparagraph B of this Subsection 10.2:
          INDIRECT DAMAGES OR CONSEQUENTIAL DAMAGES; OR
        • 5. If the Licensee resides in or has its principal place of business in Austria at the time this Agreement is executed, then the following Subparagraph 5 applies to the exclusion of Subparagraphs 1, 2, 3, 4 and 6 of this Subparagraph B of this Subsection 10.2:
          INDIRECT DAMAGES OR CONSEQUENTIAL DAMAGES; OR
        • 6. For all Licensees not otherwise identified in Subparagraphs 1, 2, 3 or 4 hereinabove of Subparagraph B of this Subsection 10.2, then the following Subparagraph 5 applies to the exclusion of Subparagraphs 1, 2, 3 and 4 of this Subparagraph B of this Subsection 10.2:
          SPECIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR
      • C. LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.
        • 10.3 If the Licensee resides in or has its principal place of business in Peru at the time this Agreement is executed, then this Subsection 10.3 is applicable in addition to Subsections 10.1 and 10.2 in this Section 10:
          Except as expressly required by law without the possibility of contractual waiver, Licensee and SQUASH COMPRESSION intend that the limitation of liability in this Limitation of Liability section applies to damages caused by all types of claims and causes of action. If any limitation on or exclusion from liability in this section is held by a court of competent jurisdiction to be unenforceable with respect to a particular claim or cause of action, the parties intend that it nonetheless apply to the maximum extent permitted by applicable law to all other claims and causes of action.
        • 10.4 If the Licensee resides in or has its principal place of business in New Zealand at the time this Agreement is executed, then this Subsection 10.4 is applicable in addition to Subsections 10.1 and 10.2 in this Section 10: Where Software is not obtained for the purposes of a business as defined in the Consumer Guarantees Act 1993, the limitations in this Section are subject to the limitations in that Act.

     

    11. Compliance Verification

    For purposes of this Section 11 (Compliance Verification), “IPLA Software Terms” means 1) this Agreement and applicable amendments and transaction documents provided by SQUASH COMPRESSION, and 2) SQUASH COMPRESSION software policies that may be found at the SQUASH COMPRESSION Software Policy website (www.squashcompression.com/index.php/software-policies/, including but not limited to those policies concerning backup, sub-capacity pricing, and migration. The rights and obligations set forth in this Section 11 remain in effect during the period the Software is licensed to Licensee, and for two years thereafter.
    • 11.1 Verification Process
      • A. Licensee agrees to create, retain, and provide to SQUASH COMPRESSION and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that Licensee’s use of all Software is in compliance with the IPLA Software Terms, including, without limitation, all of SQUASH COMPRESSION’s applicable licensing and pricing qualification terms. Licensee is responsible for 1) ensuring that it does not exceed its Authorized Use, and 2) remaining in compliance with IPLA Software Terms.
      • B. Upon reasonable notice, SQUASH COMPRESSION may verify Licensee’s compliance with IPLA Software Terms at all sites and for all environments in which Licensee uses (for any purpose) Software subject to IPLA Software Terms. Such verification will be conducted in a manner that minimizes disruption to Licensee’s business, and may be conducted on Licensee’s premises, during normal business hours. SQUASH COMPRESSION may use an independent auditor to assist with such verification, provided SQUASH COMPRESSION has a written confidentiality agreement in place with such auditor.
    • 11.2 Resolution
      SQUASH COMPRESSION will notify Licensee in writing if any such verification indicates that Licensee has used any Software in excess of its Authorized Use or is otherwise not in compliance with the IPLA Software Terms. Licensee agrees to promptly pay directly to SQUASH COMPRESSION the charges that SQUASH COMPRESSION specifies in an invoice for 1) any such excess use, 2) support for such excess use for the lesser of the duration of such excess use or two years, and 3) any additional charges and other liabilities determined as a result of such verification.

     

    12. Third Party Notices

    The Software may include third party code that SQUASH COMPRESSION, not the third party, licenses to Licensee under this Agreement. Notices, if any, for the third party code (“Third Party Notices”) are included for Licensee’s information only. These notices can be found in the Software’s NOTICES file(s). Information on how to obtain source code for certain third party code can be found in the Third Party Notices. If in the Third Party Notices SQUASH COMPRESSION identifies third party code as “Modifiable Third Party Code,” SQUASH COMPRESSION authorizes Licensee to 1) modify the Modifiable Third Party Code and 2) reverse engineer the Software modules that directly interface with the Modifiable Third Party Code provided that it is only for the purpose of debugging Licensee’s modifications to such third party code. SQUASH COMPRESSION’s service and support obligations, if any, apply only to the unmodified Software.

     

    13. General

    • 13.1. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.
    • 13.2 For Software SQUASH COMPRESSION provides to Licensee in tangible form, SQUASH COMPRESSION fulfills its shipping and delivery obligations upon the delivery of such Software to the SQUASH COMPRESSION-designated carrier, unless otherwise agreed to in writing by Licensee and SQUASH COMPRESSION or upon completion of the download process, whether the Software is installed or not.
    • 13.3 If any term or provision herein is determined to be illegal or unenforceable, the validity or enforceability of the remainder of the terms or provisions herein will remain in full force and effect. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such right or provision with respect to any subsequent breach. Provisions herein which by their nature extend beyond the termination of any license of Software will remain in effect until fulfilled.
    • 13.4 This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customer’s additional or different terms and conditions will not apply. This Agreement may not be changed except by an amendment signed by an authorized representative of each party.
    • 13.5
      • A. If the Licensee resides in or has its principal place of business in Canada at the time this Agreement is executed, then this Subparagraph A of this Subsection 13.5 applies to the exclusion of all other Subparagraphs in this Subsection 13.5, as follows: Licensee agrees to comply with all applicable export and import laws and regulations, including those of that apply to goods of United States origin and that prohibit or limit export for certain uses or to certain users.
      • B. For all Licensees not identified in Subparagraph A of this Subsection 13.5, this Subparagraph B applies to the exclusion of all other Subparagraphs in this Subsection 13.5, as follows: Licensee agrees to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users.
    • 13.6
      • A. If the Licensee resides in or has its principal place of business in Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, or the United Kingdom at the time this Agreement is executed, then this Subparagraph A of this Subsection 13.6 applies to the exclusion of all other Subparagraphs in this Subsection 13.6, as follows:
        • 1. Authorized Use of Personal Information and Privacy Disclosures
          • (a) Definitions – For the purposes of this Item 13.6, the following additional definitions apply:
            • (1) Business Contact Information – business-related contact information disclosed by Licensee to SQUASH COMPRESSION, including names, job titles, business addresses, telephone numbers and email addresses of Licensee’s employees and contractors. For Austria, Italy and Switzerland, Business Contact Information also includes information about Customer and its contractors as legal entities (for example, Customer’s revenue data and other transactional information)
            • (2) Business Contact Personnel – Licensee employees and contractors to whom the Business Contact Information relates.
            • (3) Data Protection Authority – the authority established by the Data Protection and Electronic Communications Legislation in the applicable country or, for non-EU countries, the authority responsible for supervising the protection of personal data in that country, or (for any of the foregoing) any duly appointed successor entity thereto.
            • (4) Data Protection & Electronic Communications Legislation – (i) the applicable local legislation and regulations in force implementing the requirements of EU Directive 95/46/EC (on the protection of individuals with regard to the processing of personal data and on the free movement of such data) and of EU Directive 2002/58/EC (concerning the processing of personal data and the protection of privacy in the electronic communications sector); or (ii) for non-EU countries, the legislation and/or regulations passed in the applicable country relating to the protection of personal data and the regulation of electronic communications involving personal data, including (for any of the foregoing) any statutory replacement or modification thereof.
            • (5) SQUASH COMPRESSION – SQUASH COMPRESSION, its subsidiaries, and their respective Business Partners and subcontractors.
          • (b) Licensee authorises SQUASH COMPRESSION:
            • (1) to process and use Business Contact Information within SQUASH COMPRESSION Group in support of Licensee including the provision of support services, and for the purpose of furthering the business relationship between Licensee and SQUASH COMPRESSION Group, including, without limitation, contacting Business Contact Personnel (by email or otherwise) and marketing SQUASH COMPRESSION Group products and services (the “Specified Purpose”); and
            • (2) to disclose Business Contact Information to other members of SQUASH COMPRESSION Group in pursuit of the Specified Purpose only.
          • (c) SQUASH COMPRESSION agrees that all Business Contact Information will be processed in accordance with the Data Protection & Electronic Communications Legislation and will be used only for the Specified Purpose.
          • (d) To the extent required by the Data Protection & Electronic Communications Legislation, Licensee represents that it has obtained (or will obtain) any consents from and has issued (or will issue) any notices to the Business Contact Personnel as are necessary in order to enable SQUASH COMPRESSION Group to process and use the Business Contact Information for the Specified Purpose.
          • (e) Licensee authorises SQUASH COMPRESSION to transfer Business Contact Information outside the European Economic Area, provided that the transfer is made on contractual terms approved by the Data Protection Authority or the transfer is otherwise permitted under the Data Protection & Electronic Communications Legislation.
      • B. For all Licensees not otherwise specified in this Subsection 13.6 hereinabove, then this Subparagraph B to Subsection 13.6 applies as follows: Licensee authorizes SQUASH COMPRESSION and its subsidiaries (and their successors and assigns, contractors and SQUASH COMPRESSION Business Partners) to store and use Licensee’s business contact information wherever they do business, in connection with SQUASH COMPRESSION products and services, or in furtherance of SQUASH COMPRESSION’s business relationship with Licensee.
      • C. If the Licensee resides in or has its principal place of business in the United States of America at the time this Agreement is executed, then this Subparagraph C applies in addition to Subparagraph B of this Subsection 13.6 each party waives any right to a jury trial in any proceeding arising out of or related to this Agreement.
    • 13.7 Each party will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations under this Agreement. The parties will attempt in good faith to resolve all disputes, disagreements, or claims between the parties relating to this Agreement. If the Licensee resides in or has its principal place of business in Japan at the time this Agreement is executed, any doubts concerning this Agreement will be initially resolved between us in good faith and in accordance with the principle of mutual trust.
    • 13.8
      • A. If the Licensee resides in or has its principal place of business in India at the time this Agreement is executed, then this Subparagraph A of this Subsection 13.8 applies to the exclusion of all other Subparagraphs in this Subsection 13.8 as follows:
        If no suit or other legal action is brought, within three years after the cause of action arose, in respect of any claim that either party may have against the other, the rights of the concerned party in respect of such claim will be forfeited and the other party will stand released from its obligations in respect of such claim.
      • B. If the Licensee resides in or has its principal place of business in Germany at the time this Agreement is executed, then this Subparagraph B of this Subsection 13.8 applies to the exclusion of all other Subparagraphs in this Subsection 13.8 as follows:
        Any claims resulting from this Agreement are subject to a limitation period of three years, except as stated in Section 8.1 (Limited Warranty) of this Agreement.
      • C. For Licensees not otherwise identified in this Subsection 13.8 hereinabove, then this Subparagraph C of this Subsection 13.8 applies to the exclusion of all other Subparagraphs in this Subsection 13.8 as follows:
        Unless otherwise required by applicable law without the possibility of contractual waiver or limitation:
        • 1. neither party will bring a legal action, regardless of form, for any claim arising out of or related to this Agreement more than two years after the cause of action arose; and
        • 2. upon the expiration of such time limit, any such claim and all respective rights related to the claim lapse.
  • 13.9 Neither Licensee nor SQUASH COMPRESSION is responsible for failure to fulfill any obligations due to causes beyond its control.
  • 13.10
    • A. If the Licensee resides in or has its principal place of business in Canada at the time this Agreement is executed, then this Subparagraph A applies to the exclusion of all other Subparagraphs in this Subsection 13.10 as follows:
      No right or cause of action for any third party is created by this Agreement or any transaction under it, nor is SQUASH COMPRESSION responsible for any third party claims against Licensee except as permitted by the Limitation of Liability section above for bodily injury (including death) or physical harm to real or tangible personal property caused by SQUASH COMPRESSION’s negligence for which SQUASH COMPRESSION is legally liable to that third party.
    • B. If the Licensee resides in or has its principal place of business in Singapore at the time this Agreement is executed, then this Subparagraph B applies to the exclusion of all other Subparagraphs in this Subsection 13.10 as follows:
      Subject to the rights provided to SQUASH COMPRESSION’s suppliers and Program developers as provided in Section 10 above (Limitation of Liability), a person who is not a party to this Agreement will have no right under the Contracts (Right of Third Parties) Act to enforce any of its terms.
    • C. If the Licensee resides in or has its principal place of business in Germany at the time this Agreement is executed, then this Subparagraph C applies to the exclusion of all other Subparagraphs in this Subsection 13.10 as follows:
      No right or cause of action for any third party is created by this Agreement, nor is SQUASH COMPRESSION responsible for any third party claims against Licensee, except (to the extent permitted in Section 10 (Limitation of Liability)) for: i) bodily injury (including death); or ii) damage to real or tangible personal property for which (in either case) SQUASH COMPRESSION is legally liable to that third parties.
    • D. For all Licensees not specified in Subparagraph a, b or c of this Subsection 13.10 hereinabove, then this Subparagraph D applies to the exclusion of all other Subparagraphs in this Subsection 13.10 as follows: No right or cause of action for any third party is created by this Agreement, nor is SQUASH COMPRESSION responsible for any third party claims against Licensee, except as permitted in Subsection 10.1 (Items for Which SQUASH COMPRESSION May Be Liable) above for bodily injury (including death) or damage to real or tangible personal property for which SQUASH COMPRESSION is legally liable to that third party.
  • 13.11 In entering into this Agreement, neither party is relying on any representation not specified in this Agreement, including but not limited to any representation concerning: 1) the performance or function of the Software, other than as expressly warranted in Section 8 (Warranty and Exclusions) above; 2) the experiences or recommendations of other parties; or 3) any results or savings that Licensee may achieve.
  • 13.12 SQUASH COMPRESSION has signed agreements with certain organizations (called “SQUASH COMPRESSION Business Partners”) to promote, market, and support certain Software. SQUASH COMPRESSION Business Partners remain independent and separate from SQUASH COMPRESSION. SQUASH COMPRESSION is not responsible for the actions or statements of SQUASH COMPRESSION Business Partners or obligations they have to Licensee.
  • 13.13 The license and intellectual property indemnification terms of Licensee’s other agreements with SQUASH COMPRESSION (such as the SQUASH COMPRESSION Customer Agreement) do not apply to Software licenses granted under this Agreement.
  • 13.14 If the Licensee resides in or has its principal place of business in Canada at the time this Agreement is executed, then this Section 13.14 applies in addition to other applicable provisions of this Section 13 set forth hereinabove:
    For purposes of this Subsection 13.14, “Personal Data” refers to information relating to an identified or identifiable individual made available by one of the parties, its personnel or any other individual to the other in connection with this Agreement. The following provisions apply in the event that one party makes Personal Data available to the other:
    • A. General
      • 1) Each party is responsible for complying with any obligations applying to it under applicable Canadian data privacy laws and regulations (“Laws”).
      • 2) Neither party will request Personal Data beyond what is necessary to fulfill the purpose(s) for which it is requested. The purpose(s) for requesting Personal Data must be reasonable. Each party will agree in advance as to the type of Personal Data that is required to be made available.
    • B. Security Safeguards
      • 1) Each party acknowledges that it is solely responsible for determining and communicating to the other the appropriate technological, physical and organizational security measures required to protect Personal Data.
      • 2) Each party will ensure that Personal Data is protected in accordance with the security safeguards communicated and agreed to by the other.
      • 3) Each party will ensure that any third party to whom Personal Data is transferred is bound by the applicable terms of this section.
      • 4) Additional or different services required to comply with the Laws will be deemed a request for new services.
    • C. Use
      Each party agrees that Personal Data will only be used, accessed, managed, transferred, disclosed to third parties or otherwise processed to fulfill the purpose(s) for which it was made available.
    • D. Access Requests
      • 1) Each party agrees to reasonably cooperate with the other in connection with requests to access or amend Personal Data.
      • 2) Each party agrees to reimburse the other for any reasonable charges incurred in providing each other assistance.
      • 3) Each party agrees to amend Personal Data only upon receiving instructions to do so from the other party or its personnel.
    • E. Retention
      Each party will promptly return to the other or destroy all Personal Data that is no longer necessary to fulfill the purpose(s) for which it was made available, unless otherwise instructed by the other or its personnel or required by law.
    • F. Public Bodies Who Are Subject to Public Sector Privacy Legislation
      For Customers who are public bodies subject to public sector privacy legislation, this Item 13.m applies only to Personal Data made available to Customer in connection with this Agreement, and the obligations in this section apply only to Customer, except that:
      • 1) Section (2)(a) applies only to SQUASH COMPRESSION;
      • 2) Sections (1)(a) and (4)(a) apply to both parties; and
      • 3) Section (4)(b) and the last sentence in (1)(b) do not apply.
  • 13.15 If the Licensee resides in or has its principal place of business in the United States of America at the time this Agreement is executed, then this Subsection 13.15 applies in addition to other applicable provisions of this Section 13 set forth herein above:
    U.S. Government Users Restricted Rights – Use, duplication or disclosure is restricted by the GSA IT Schedule 70 Contract with the SQUASH COMPRESSION Corporation.

 

14. Geographic Scope and Governing Law

  • 14.1 Governing Law
    • A. Both parties agree to the application of the laws specified hereinbelow to govern, interpret, and enforce all of Licensee’s and SQUASH COMPRESSION’s respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles:
      • 1. If the Licensee resides in or has its principal place of business in Canada at the time this Agreement is executed, then the laws in the Province of Ontario shall apply;
      • 2. If the Licensee resides in or has its principal place of business in Mexico at the time this Agreement is executed, then the federal laws of the Republic of Mexico shall apply;
      • 3. If the Licensee resides in or has its principal place of business in the United States, Anguilla, Antigua/Barbuda, Aruba, British Virgin Islands, Cayman Islands, Dominica, Grenada, Guyana, Saint Kitts, Nevis, Saint Lucia, Saint Maarten, Saint Vincent, or the Grenadines at the time this Agreement is executed, then the laws of the State of Colorado, United States shall apply;
      • 4. If the Licensee resides in or has its principal place of business in Venezuela at the time this Agreement is executed, then the laws of the Bolivarian Republic of Venezuela shall apply;
      • 5. If the Licensee resides in or has its principal place of business in Cambodia or Laos at the time this Agreement is executed, then the laws of the State of Colorado, United States shall apply;
      • 6. If the Licensee resides in or has its principal place of business in Australia at the time this Agreement is executed, then the laws of the State or Territory in which the transaction is performed shall apply;
      • 7. If the Licensee resides in or has its principal place of business in Hong Kong SAR or Macau SAR at the time this Agreement is executed, then the laws of Hong Kong Special Administrative Region (“SAR”) shall apply;
      • 8. If the Licensee resides in or has its principal place of business in Taiwan at the time this Agreement is executed, then the laws of Taiwan shall apply;
      • 9. If the Licensee resides in or has its principal place of business in Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Former Yugoslav Republic of Macedonia, Georgia, Hungary, Kazakhstan, Kyrgyzstan, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Tajikistan, Turkmenistan, Ukraine, or Uzbekistan at the time this Agreement is executed, then the laws of Austria shall apply;
      • 10. If the Licensee resides in or has its principal place of business in Algeria, Andorra, Benin, Burkina Faso, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo Republic, Djibouti, Democratic Republic of Congo, Equatorial Guinea, French Guiana, French Polynesia, Gabon, Gambia, Guinea, Guinea-Bissau, Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Morocco, New Caledonia, Niger, Reunion, Senegal, Seychelles, Togo, Tunisia, Vanuatu, or Wallis and Futuna at the time this Agreement is executed, then the laws of France shall apply;
      • 11. If the Licensee resides in or has its principal place of business in Estonia, Latvia, or Lithuania at the time this Agreement is executed, then the laws of Finland shall apply;
      • 12. If the Licensee resides in or has its principal place of business in Angola, Bahrain, Botswana, Burundi, Egypt, Eritrea, Ethiopia, Ghana, Jordan, Kenya, Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan, Qatar, Rwanda, Sao Tome and Principe, Saudi Arabia, Sierra Leone, Somalia, Tanzania, Uganda, United Arab Emirates, the United Kingdom, West Bank/Gaza, Yemen, Zambia, or Zimbabwe at the time this Agreement is executed, then the laws of England shall apply; or
      • 13. If the Licensee resides in or has its principal place of business in South Africa, Namibia, Lesotho, or Swaziland at the time this Agreement is executed, then the laws of the Republic of South Africa shall apply.
    • B. The United Nations Convention on Contracts for the International Sale of Goods does not apply and the parties hereby expressly exclude the application of the U.N. Convention on Contracts for the International Sale of Goods to this Agreement.
  • 14.2 Jurisdiction
    • A. If the Licensee resides in or has its principal place of business in Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Former Yugoslav Republic of Macedonia, Georgia, Hungary, Kazakhstan, Kyrgyzstan, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Tajikistan, Turkmenistan, Ukraine, or Uzbekistan, then all disputes arising out of this Agreement or related to its violation, termination or nullity will be finally settled under the Rules of Arbitration and Conciliation of the International Arbitral Center of the Federal Economic Chamber in Vienna (Vienna Rules) by three arbitrators appointed in accordance with these rules. The arbitration will be held in Vienna, Austria, and the official language of the proceedings will be English. The decision of the arbitrators will be final and binding upon both parties. Therefore, pursuant to paragraph 598 (2) of the Austrian Code of Civil Procedure, the parties expressly waive the application of paragraph 595 (1) figure 7 of the Code. SQUASH COMPRESSION may, however, institute proceedings in a competent court in the country of installation. Otherwise,
    • B. If the Licensee resides in or has its principal place of business in Estonia, Latvia, or Lithuania, then all disputes arising in connection with this Agreement will be finally settled in arbitration that will be held in Helsinki, Finland in accordance with the arbitration laws of Finland then in effect. Each party will appoint one arbitrator. The arbitrators will then jointly appoint the chairman. If arbitrators cannot agree on the chairman, then the Central Chamber of Commerce in Helsinki will appoint the chairman. Otherwise,
    • C. If the Licensee resides in or has its principal place of business in Cambodia, India, Indonesia, Laos, then the following provisions are applicable:
      • 1. Disputes arising out of or in connection with this Agreement will be finally settled by arbitration which will be held in Singapore in accordance with the Arbitration Rules of Singapore International Arbitration Center (“SIAC Rules”) then in effect. The arbitration award will be final and binding for the parties without appeal and will be in writing and set forth the findings of fact and the conclusions of law.
      • 2. The number of arbitrators will be three, with each side to the dispute being entitled to appoint one arbitrator. The two arbitrators appointed by the parties will appoint a third arbitrator who will act as chairman of the proceedings. Vacancies in the post of chairman will be filled by the president of the SIAC. Other vacancies will be filled by the respective nominating party. Proceedings will continue from the stage they were at when the vacancy occurred.
      • 3. If one of the parties refuses or otherwise fails to appoint an arbitrator within 30 days of the date the other party appoints its, the first appointed arbitrator will be the sole arbitrator, provided that the arbitrator was validly and properly appointed. All proceedings will be conducted, including all documents presented in such proceedings, in the English language. The English language version of this Agreement prevails over any other language version.
    • D. For all Licensees not specified in Paragraph a, b or c of this Subsection 14.2, hereinabove, the parties hereby expressly exclude the application of the U.N. Convention on Contracts for the International Sale of Goods to the Agreement.
      • 1. Unless otherwise specified, this Agreement and any disputes arising hereunder shall be governed by the laws of the jurisdiction specified below, without regard to conflicts of laws principles. Licensee hereby expressly consents to the jurisdiction and venue in the jurisdiction specified below over any disputes arising from or related in any manner to this Agreement:
        • (a) If the Licensee resides in or has its principal place of business in Argentina at the time this Agreement is executed, this Agreement and any disputes arising hereunder shall be governed by the laws as applied by and jurisdiction and venue shall be placed in the Ordinary Commercial Court of the city of Buenos Aires;
        • (b) If the Licensee resides in or has its principal place of business in Brazil at the time this Agreement is executed, this Agreement and any disputes arising hereunder shall be governed by the laws as applied by and jurisdiction and venue shall be placed in the court of Rio de Janeiro, RJ.
        • (c) If the Licensee resides in or has its principal place of business in Chile at the time this Agreement is executed, this Agreement and any disputes arising hereunder shall be governed by the laws as applied by and jurisdiction and venue shall be placed in the Civil Courts of Justice of Santiago;
        • (d) If the Licensee resides in or has its principal place of business in Ecuador at the time this Agreement is executed, this Agreement and any disputes arising hereunder shall be governed by the laws as applied by and jurisdiction and venue shall be placed in the civil judges of Quito for executory or summary proceedings (as applicable);
        • (e) If the Licensee resides in or has its principal place of business in Mexico at the time this Agreement is executed, this Agreement and any disputes arising hereunder shall be governed by the laws as applied by and jurisdiction and venue shall be placed in the courts located in Mexico City, Federal District;
        • (f) If the Licensee resides in or has its principal place of business in Peru at the time this Agreement is executed, this Agreement and any disputes arising hereunder shall be governed by the laws as applied by and jurisdiction and venue shall be placed in the judges and tribunals of the judicial district of Lima, Cercado;
        • (g) If the Licensee resides in or has its principal place of business in Uruguay at the time this Agreement is executed, this Agreement and any disputes arising hereunder shall be governed by the laws as applied by and jurisdiction and venue shall be placed in the courts of the city of Montevideo;
        • (h) If the Licensee resides in or has its principal place of business in Venezuela at the time this Agreement is executed, this Agreement and any disputes arising hereunder shall be governed by the laws as applied by and jurisdiction and venue shall be placed in the courts of the metropolitan area of the city of Caracas;
        • (i) If the Licensee resides in or has its principal place of business in the United States, Anguilla, Antigua/Barbuda, Aruba, Australia, British Virgin Islands, Canada, Cayman Islands, Dominica, Grenada, Guyana, Hong Kong SAR, Saint Kitts, Macau SAR, Nevis, Saint Lucia, Saint Maarten, Saint Vincent, Taiwan, or the Grenadines at the time this Agreement is executed, this Agreement and any disputes arising hereunder shall be governed by the laws as applied by and jurisdiction and venue shall be placed in the state of Colorado in the United States of America; or
        • (j) Unless otherwise specified hereinabove, this Agreement and any disputes arising hereunder shall be governed by the laws as applied by and jurisdiction and venue shall be placed in the state of Colorado in the United States of America.
      • 2. All rights, duties, and obligations are subject to the courts of the country in which Licensee obtained the Software license, as follows:
        • (a) If the Licensee resides in or has its principal place of business in Argentina at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the Ordinary Commercial Court of the city of Buenos Aires;
        • (b) If the Licensee resides in or has its principal place of business in Brazil at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the court of Rio de Janeiro, RJ.
        • (c) If the Licensee resides in or has its principal place of business in Chile at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the Civil Courts of Justice of Santiago;
        • (d) If the Licensee resides in or has its principal place of business in Ecuador at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the civil judges of Quito for executory or summary proceedings (as applicable);
        • (e) If the Licensee resides in or has its principal place of business in Mexico at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the courts located in Mexico City, Federal District;
        • (f) If the Licensee resides in or has its principal place of business in Peru at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the judges and tribunals of the judicial district of Lima, Cercado;
        • (g) If the Licensee resides in or has its principal place of business in Uruguay at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the city of Montevideo;
        • (h) If the Licensee resides in or has its principal place of business in Venezuela at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the metropolitan area of the city of Caracas;
        • (i) If the Licensee resides in or has its principal place of business in Austria at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the court of law in Vienna, Austria (Inner-City);
        • (j) If the Licensee resides in or has its principal place of business in Algeria, Andorra, Benin, Burkina Faso, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo Republic, Djibouti, Democratic Republic of Congo, Equatorial Guinea, France, French Guiana, French Polynesia, Gabon, Gambia, Guinea, Guinea-Bissau, Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Monaco, Morocco, New Caledonia, Niger, Reunion, Senegal, Seychelles, Togo, Tunisia, Vanuatu, or Wallis and Futuna at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the Commercial Court of Paris;
        • (k) If the Licensee resides in or has its principal place of business in Angola, Bahrain, Botswana, Burundi, Egypt, Eritrea, Ethiopia, Ghana, Jordan, Kenya, Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan, Qatar, Rwanda, Sao Tome and Principe, Saudi Arabia, Sierra Leone, Somalia, Tanzania, Uganda, United Arab Emirates, the United Kingdom, West Bank/Gaza, Yemen, Zambia, or Zimbabwe at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the English courts;
        • (l) If the Licensee resides in or has its principal place of business in South Africa, Namibia, Lesotho, or Swaziland at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the High Court in Johannesburg;
        • (m) If the Licensee resides in or has its principal place of business in Greece at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the competent court of Athens;
        • (n) If the Licensee resides in or has its principal place of business in Israel at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of Tel Aviv-Jaffa;
        • (o) If the Licensee resides in or has its principal place of business in Italy at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of Milan;
        • (p) If the Licensee resides in or has its principal place of business in Portugal at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of Lisbon;
        • (q) If the Licensee resides in or has its principal place of business in Spain at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of Madrid;
        • (r) If the Licensee resides in or has its principal place of business in Turkey at the time this Agreement is executed, all rights, duties, and obligations are subject to the Istanbul Central Courts and Execution Directorates of Istanbul, the Republic of Turkey;
        • (s) If the Licensee resides in or has its principal place of business in the United States, Anguilla, Antigua/Barbuda, Aruba, British Virgin Islands, Canada, Cayman Islands, Dominica, Grenada, Guyana, Saint Kitts, Nevis, Saint Lucia, Saint Maarten, Saint Vincent, or the Grenadines at the time this Agreement is executed, all rights, duties, and obligations are subject to the courts of the state of Colorado in the United States of America; or
        • (t) For all Licensees not otherwise identified hereinabove, all rights, duties, and obligations are subject to the courts of the state of Colorado in the United States of America.
    • E. If the Licensee resides in or has its principal place of business in the People’s Republic of China, then in the event no settlement can be reached, the disputes will be submitted to China International Economic and Trade Arbitration Commission for arbitration according to the then effective rules of the said Arbitration Commission. The arbitration will take place in Beijing and be conducted in Chinese. The arbitration award will be final and binding on both parties. During the course of arbitration, this agreement will continue to be performed except for the part which the parties are disputing and which is undergoing arbitration.