Seiwa Si-Tex Vector 3D GPS - Manual (Page 51)

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be accomplished without materially affecting the performance and functionality of the Product, (c) replace the Software, or the
Product, with non-infringing software, or product, of equal or better performance and quality, or (d) if none of the foregoing can be
done on a commercially reasonable basis, terminate this license and Licensee shall stop using the Product and SI-TEX shall
refund the price paid by Licensee less an amount on account of amortization, calculated on a straight-line basis over a deemed
useful life of three (3) years.
The foregoing sets out the entire liability of SI-TEX and the sole obligations of SI-TEX to Licensee in respect of any claim that
the Software or its use infringes any third party rights.
20. INDEMNIFICATION. Except in relation to an infringement action, Licensee shall indemnify and hold SI-TEX harmless from
any and all claims, damages, losses, liabilities, costs and expenses (including reasonable fees of lawyers and other professionals)
arising out of or in connection with Licensee's use of the Product, whether direct or indirect, including without limiting the
foregoing, loss of data, loss of profit or business interruption.
21. TERMINATION. Licensee may terminate this Agreement at any time without cause. SI-TEX may terminate this Agreement on
30 days notice to Licensee if Licensee fails to materially comply with each provision of this Agreement unless such default is
cured within the 30 days. Any such termination by a party shall be in addition to and without prejudice to such rights and remedies
as may be available, including injunction and other equitable remedies. Upon receipt by Licensee of written notice of termination
from SI-TEX or termination by Licensee, Licensee shall at the end of any notice period (a) cease using the Software; and (b)
return to SI-TEX (or destroy and provide a certificate of a Senior Officer attesting to such destruction) the Software and all
related material and any magnetic or optical media provided to Licensee. The provisions of Sections 6), 7), 8), 9), 10), 15), 21), 26)
and 27) herein shall survive the expiration or termination of this Agreement for any reason.
22. EXPORT RESTRICTIONS. Licensee agrees that Licensee will comply with all export control legislation of Canada, the United
States, Australia and any other applicable country's laws and regulations, whether under the Arms Export Control Act, the
International Traffic in Arms Regulations, the Export Administration Regulations, the regulations of the United States
Departments of Commerce, State, and Treasury, or otherwise as well as the export control legislation of all other countries.
23. PRODUCT COMPONENTS. The Product may contain third party components. Those third party components may be subject to
additional terms and conditions. Licensee is required to agree to those terms and conditions in order to use the Product.
24. FORCE MAJEURE EVENT. Neither party will have the right to claim damages as a result of the other's inability to perform or
any delay in performance due to unforeseeable circumstances beyond its reasonable control, such as labor disputes, strikes,
lockouts, war, riot, insurrection, epidemic, Internet virus attack, Internet failure, supplier failure, act of God, or governmental
action not the fault of the non-performing party.
25. FORUM FOR DISPUTES. The parties agree that the courts located in Vancouver, BC, Canada and the courts of appeal there
from will have exclusive jurisdiction to resolve any disputes between Licensee and SI-TEX concerning this Agreement or
Licensee's use or inability to use the Software and the parties hereby irrevocably agree to attorn to the jurisdiction of those courts.
Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive relief.
.
26. CISG. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or any transaction
hereunder.
27. GENERAL. This is the entire agreement between Licensee and SI-TEX relating to the Product and Licensee's use of the same,
and supersedes all prior, collateral or contemporaneous oral or written representations, warranties or agreements regarding the
same. No amendment to or modification of this Agreement will be binding unless in writing and signed by duly authorized
representatives of the parties. Any and all terms and conditions set out in any correspondence between the parties or set out in a
purchase order which are different from or in addition to the terms and conditions set forth herein, shall have no application and no
written notice of same shall be required. In the event that one or more of the provisions of this Agreement is found to be illegal or
unenforceable, this Agreement shall not be rendered inoperative but the remaining provisions shall continue in full force and
effect.