Invoices for the EnSight Software Lease Fee will be
issued yearly in the month prior to that in which the
initial payment of the EnSight Software Lease Fee
was made to CEI. Licensees located in the State of
North Carolina, USA are responsible for payment to
CEI of all applicable State and Local sales taxes.
Licensees located in any State other than North
Carolina in the USA are directly responsible for
payment of all State and Local sales taxes
applicable at their location. Licensees located in any
Country other than the USA are directly responsible
for payment of all import and sales taxes to the
responsible government(s) at their location.
Licensees who have obtained a License through an
authorized Distributor of CEI agree to comply with
the Distributor’s payment terms and conditions.
12.SEVERABILITY. If any provision of this Agreement
shall be held by a court of competent jurisdiction to
be contrary to law or not enforceable, the remaining
provisions of this Agreement shall remain in full
force and effect.
13.EXPORT. This License and the rights granted
hereunder are subject to compliance by Licensee
with all laws, regulations, orders, or other
regulations relative to export or redistribution of
Licensed Software that may now or in the future be
imposed by the government of the United States or
any agency thereof or of any other country into
which licensed EnSight Software may be
transported and any act of noncompliance shall
immediately terminate this License. If the Licensee
imports the licensed copy of the EnSight Software
into a country in which CEI has an authorized
Distributor, then if the License was purchased the
Licensee shall pay to CEI a Penalty Fee equal to
one half the cost of the original Purchased License
Fee.
14.TERM. If a License for the EnSight Software was
purchased by Licensee, then this license is valid
upon the date of initial payment of the Purchase
License Fee to CEI by Licensee and shall continue
until an event of Termination. If a License for the
EnSight Software was leased by Licensee, then this
license is valid for twelve (12) months from the date
of initial payment of the Lease License Fee to CEI
by Licensee and shall renew for subsequent twelve
(12) month periods from the date Licensee pays the
amounts indicated on each yearly invoice, according
to Section11, unless an event of Termination occurs.
15.TERMINATION. This Software License Agreement
shall terminate upon occurrence of any of the
following events: (i) the failure of Licensee to
observe or perform any of the material covenants,
terms, and conditions of this Agreement where such
nonperformance is not fully remedied by Licensee
within thirty (30) days after written notice by CEI; (ii)
any breach of Sections 3, 4, 6, 7, 8, 9, or 10 hereof
(effective immediately); (iii) the filing of a petition for
Licensee’s bankruptcy, whether voluntary or
involuntary, or an assignment of Licensee’s assets
made for the benefit of creditors, or the appointment
of a trustee or receiver to take charge of the
business of Licensee for any reason, or Licensee’s
becoming insolvent or voluntarily or involuntarily
being dissolved; or (iv) the use of a license
purchased at an academic discount for purposes
other than teaching or academic research.
Termination of this Agreement under Section 15
shall be in addition to, and not a waiver of, any
remedy at law or in equity. Notwithstanding the
foregoing, the provisions of Sections 4, 6, 7, 8, 9,
and 10 shall survive the termination of this
agreement. Upon termination of this Software
License Agreement, Licensee shall promptly cease
to use and shall return to CEI all copies of the
EnSight Software, the Ancillary Software, and
EnSight Documentation.
16.GENERAL. Licensee may not assign or transfer its
rights or obligations under this Agreement without
the prior written consent of CEI. The parties agree
that this Agreement shall be governed and
construed by the laws of the State of North Carolina,
USA, and that no conflict-of-laws provision shall be
invoked to permit the laws of any other state or
jurisdiction. Any legal action must be filed within one
(1) year after the cause for such action arises with
the court of jurisdiction in the State of North
Carolina, USA. All preprinted additional or different
terms on any purchase order forms or other
documents received from Licensee are deemed
deleted and Licensee agrees that such terms shall
be void even if the Licensee’s documentation
indicates the terms therein take precedence over
other documents. This Software License
Agreement, together with the most recent EnSight
Purchase Agreement delivered to CEI by Licensee,
constitutes the entire agreement of the parties and
supersedes any prior understandings relating to the
subject matter, and may be amended or
supplemented only in a written agreement signed by
both an officer of CEI and the Licensee.
17.RESTRICTION ON USE OF TrackdAPI
SOFTWARE, developed and owned by VRCO Inc.,
an Illinois corporation, with principal place of
business at 330 S. Wells Street, Suite 1200,
Chicago, IL 60606; here after referred to as
“VRCO”. Licensee is prohibited from the
distribution, transfer, modification, or alteration of
the TrackdAPI software and associated written
materials and/or documentation (“TrackdAPI
Software”) and shall abide by the following:
I. PROPRIETARY RIGHTS. Licensee agrees that its
use of TrackdAPI Software is a license only and
VRCO owns all right, title, and interest in the
TrackdAPI Software including any patents,
trademarks, trade names, inventions, copyrights,
know-how and trade secrets relating to the design,
manufacture, operation or service of the TrackdAPI
Software. Nothing in this agreement should be
construed as transferring any aspects of such rights
to Licensee or any third party.