This Paradox License Agreement (this "Agreement"), is made by and between
Paradox Security Systems Ltd., with its principal place of
business at 780 Industriel Blvd., St-Eustache, Quebec, Canada J7R 5V3
(hereinafter referred to as "Paradox") and the Licensee.
WHEREAS Licensee has requested that Paradox provide it with certain
access and use to the Paradox serial output protocol;
WHEREAS Paradox agrees to allow Licensee to have access to such protocol,
under the strict terms and conditions defined below.
NOW THEREFORE, the parties agree as follows:
1. DEFINITIONS:
- "COMPETITOR OF PARADOX" means any company or entity that develops and/or markets for commercial purposes analog, security and/or access control systems.
- "LICENSED TECHNOLOGY" means the data and/or software and related documentation set forth in Appendix A and any Updates thereto, whether in object code, reconfigurable binary, binary data or any other form. Licensed Technology includes any models provided to Licensee. Appendix A defines the Licensed Technology.
- "LICENSED SITE." Appendix A defines the site(s) where Licensee is authorized to Use the Licensed Technology.
- "UPDATE(S)" means any error correction or revision to Licensed Technology made by or for Paradox, which Paradox at its sole discretion provides to Licensee. Paradox may charge a fee for any Update.
- "USAGE, USING, USE or USED" means the transmitting, processing, storing, designing with or displaying of any portion of the Licensed Technology. "Usage, Using, Use or Used" does not include the modifying of any Licensed Technology or portion thereof, and no rights or licenses to modify any Licensed Technology or portion thereof are granted hereunder.
2. LICENSE GRANT, RESTRICTED USE AND ADDITIONAL COPIES:
- Subject to the terms and conditions stated herein, Paradox grants to Licensee a revocable, non-transferable, non-sublicenseable, non-exclusive, royalty-free, limited license to Use the Licensed Technology at the Licensed Sites.
- None of the Licensed Technology or portion thereof may be distributed or disclosed to any third party. The Licensed Technology is deemed to be highly sensitive confidential information. None of the Licensed Technology may be used with any product manufactured by a Competitor of Paradox.
- Licensee acknowledges and agrees that: (a) unauthorized reproduction, electronic transfer or other Use of Licensed Technology which is not expressly authorized by this Section 2 is a breach of a material obligation of this Agreement;
- Licensee acknowledges that it is prohibited from modifying, altering, adding, deleting or in any way changing the programming of the Licensed Technology.
- Licensee shall indemnify, defend and hold harmless Paradox from and against any and all direct and indirect claims, losses, damages and liabilities arising out of or in connection with Licensee's Use of the Licensed Technology; Licensee's sale of its products and/or services, and Licensee's negligence or willful misconduct.
- Licensee acknowledges that Paradox's sole obligation is to provide the Licensed Technology to Licensee. Licensee hereby accepts the Licensed Technology AS IS without warranty and acknowledges that Paradox is under no obligation to provide additional service, support, assistance, modifications, updates, debugging, enhancements, engineering support or revisions.
3. TERM & TERMINATION:
- This Agreement is effective as of the Effective Date and shall continue until terminated as provided for in this Agreement.
- This Agreement may be terminated at any time by either party, with or without cause, effective upon notice of termination. These rights of termination are absolute and both parties acknowledge and recognize that they have considered all expenditures in preparing for performance under this Agreement in relation to this right of termination and, as a result, neither party shall be responsible to the other for any damages whatsoever, by reason of termination of this Agreement, subject to Licensee's breach of material obligation of this Agreement.
- Upon termination for any reason, Licensee shall return to Paradox all copies of the Licensed Technology and any other confidential information provided to Licensee hereunder, that is in Licensee's possession or under its control within five (5) days following the termination date, unless otherwise directed by Paradox.
- The provisions of Sections 3, 4, 5 and 7 through 18 shall survive the expiration and any termination of this Agreement.
- Termination of this Agreement under this section shall be in addition to, and not a waiver of, any remedy at law or in equity available to Paradox arising from Licensee's breach of this Agreement.
4. TITLE:
Subject to the licenses granted herein, Paradox retains all of its right,
title and interest in and to the Licensed Technology and all patent rights,
trademarks, trade secrets, copyrights, and all other proprietary rights
of any kind therein or relating thereto. Except for the licenses granted
in this Agreement, no other grants of licenses or rights to Licensee shall
be implied from the provisions stated herein.
5. EXPORT RESTRICTIONS:
This Agreement, the Licensed Technology and the rights granted hereunder
are subject to any and all laws, regulations, orders or other restrictions
relative to export, re-export or redistribution of the Licensed Technology
that may now or in the future be imposed. Licensee agrees to comply with
all such applicable laws and regulations.
6. CONFIDENTIAL INFORMATION:
Notwithstanding the above, any information or Confidential Information
disclosed to Licensee under this Agreement and under any previous or
future non disclosure agreements signed between the parties herein shall
not give Licensee any intellectual property rights or other rights
whatsoever, except the limited right to use the information as set out in
said non-disclosure agreement signed by the parties or for the purpose of
performing its obligations under this Agreement and for no other purpose.
The disclosure of any Confidential Information or other information will
not result in granting Licensee any patent right, license, title or other
interest or rights in or to the Licensed Technology.
7. WARRANTIES:
- Paradox provides no warranty whatsoever and does not warrant that the use of the Licensed Technology will be uninterrupted or error free.
- EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, PARADOX AND ITS LICENSORS AND AFFILIATES DO NOT MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, TRADE USAGE OR TRADE PRACTICE.
8. PATENT AND COPYRIGHT INDEMNIFICATION:
Paradox will have no obligation hereunder for any claim of infringement
based on the combination or use of the Licensed Technology with software,
hardware, data, or other materials not furnished by Paradox if such
infringement would have been avoided by the use of Licensed Technology
alone. Licensee shall, at its own expense, defend or at its option, settle
any claim, suit or proceeding brought by a third party against Paradox
and/or Licensee for infringement of any valid copyright or patent of such
third party, by virtue of Licensee's Use of any of the Licensed Technology
pursuant to the terms of this Agreement and shall pay any settlement
amounts or damages finally awarded in such claim, suit or proceeding as
well as reasonable expenses incurred by Paradox, including reasonable
attorneys' fees; provided that Paradox promptly notifies Licensee in
writing of such claim, suit or proceeding. Paradox shall not be liable
for any costs, expenses, damages or fees incurred by Licensee in defending
such action or claim.
9. LIMITATION OF LIABILITY:
IN NO EVENT WILL PARADOX BE LIABLE FOR ANY LOSS OR DAMAGE SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING OUT OF OR
RELATING TO THIS AGREEMENT HOWEVER CAUSED AND WHETHER BASED IN BREACH OF
CONTRACT, BREACH OF WARRANTY, TORT (NOT INCLUDING NEGLIGENCE), OR ANY
OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY EVEN
IF PARADOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. RELEASE OF PERFORMANCE INFORMATION:
Licensee shall not distribute externally or to third parties any report
or statement regarding the Licensed Technology without the prior written
consent of Paradox.
11. CONFIDENTIALITY:
All disclosures of Confidential Information to Licensee shall be
governed by this Agreement.
GOVERNING LAW; JURISDICTION AND VENUE; LANGUAGE
- This Agreement is to be construed in accordance with and governed by the internal laws of the Province of Quebec.
- The courts of the Province of Quebec, District of Montreal shall have the exclusive jurisdiction over any dispute directly or indirectly relating to this Agreement.
- The parties hereto confirm that it is their wish that this Agreement as well as all other documents relating hereto, including notices, be drawn up in the English language only. Les parties à la présente se sont entendues pour rédiger cette entente ainsi que tout autre document ou avis, dans la langue anglaise seulement.
12. ASSIGNMENT:
Neither this Agreement nor any rights or obligations hereunder, in whole
or in part, shall be assignable or otherwise transferable by Licensee
except upon prior written approval of Paradox. Any unauthorized attempt
to assign or transfer this Agreement or any rights or obligations hereunder
shall be null and void. Subject to the foregoing, this Agreement will
be binding upon and inure to the benefits of the parties hereto, their
successors, and assigns.
13. NOTICE:
Any notices required to be given pursuant to this Agreement shall be in
writing, sent via certified mail or courier, return receipt/proof of
signature or by facsimile to the address of Paradox or Licensee as set
forth above or to such other address as may be specified from time to time
by notice in writing.
14. SEVERABILITY AND WAIVER:
- The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement and shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
- The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other subsequent default or breach.
- Failure or delay by either party in exercising any right or power hereunder shall not operate as a waiver of such right or power.
- The relationship of the parties hereto is that of independent contractors, and neither party is an employee, agent, partner, or joint venturer of the other.
15. INHERENTLY DANGEROUS APPLICATIONS:
The Licensed Technology are not specifically developed or licensed for use
in the planning, construction, maintenance, operation or other use of any
nuclear facility, or for the flight, navigation or communication of
aircraft or ground support equipment, or for military use, life support
use or in any other inherently dangerous activity. Licensee agrees to
indemnify and hold Paradox harmless from any claims, losses, costs, and
liabilities arising out of or in connection with the use of the Licensed
Programs in any inherently dangerous applications.
16. ATTORNEYS FEES:
The prevailing party in any action to enforce the terms of this Agreement
shall be entitled to reasonable attorney's fees and other reasonable
costs and expenses incurred by it in connection with such action.
17. COMPLETE AGREEMENT:
Both parties acknowledge that this agreement is the complete and exclusive
statement of the mutual understanding of the parties and supersedes and
cancels all conflicting terms and conditions and all previous and
contemporaneous written and oral agreements and communications relating to
the subject matter hereof, including any terms and conditions that may
be indicated in any licensee purchase order. This agreement may not be
modified or amended except in writing and executed by duly authorized
representatives of both parties. This Agreement may be signed by facsimile
and such signed facsimile shall be deemed to constitute an original.
LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT,
UNDERSTOOD IT AND AGREEDTO BE BOUND BY ITS TERMS AND CONDITIONS.
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