ZEN X-Fi2 Application Development Kit License Agreement
PLEASE READ THIS DOCUMENT CAREFULLY. YOU MUST AGREE TO THE TERMS OF THIS AGREEMENT BEFORE USING OR DOWNLOADING THE APPLICABLE ZEN X-FI2 APPLICATION DEVELOPMENT KIT SOFTWARE FROM THE INTERNET. BY USING OR DOWNLOADING THE SOFTWARE YOU INDICATE THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THIS AGREEMENT SHOULD BE PRINTED AND RETAINED FOR REFERENCE.

This is a legal agreement between you ("Licensee") and Creative Technology Ltd., a Singapore company ("CREATIVE"). This Agreement states the terms and conditions upon which CREATIVE offers to license the Software (as hereinafter defined) to the Licensee. (Both Licensee and CREATIVE shall together be referred to as the "parties".)

RECITALS
  • CREATIVE is the owner of, or has acquired rights or licenses to, the software development kit, and related firmware and software applications, together with all related documentation and accompanying items including, but not limited to, the executable programs, drivers, libraries and data files associated with such programs, together with any subsequent error corrections or updates supplied to Licensee by CREATIVE in its sole discretion (collectively, the "Software") for use with CREATIVE'S ZEN X-Fi2 product ("ZEN X-Fi2").

  • CREATIVE desires to grant to Licensee, and Licensee desires to obtain from CREATIVE, a non-exclusive license to use the Software on the terms and conditions of this Agreement.

NOW, THEREFORE, the parties to this Agreement agree as follows:

  • Grant of License
    1.1    IN CONSIDERATION of the parties hereto receiving mutual benefit, receipt of which is hereby acknowledged, subject to the terms and conditions of this Agreement, CREATIVE (and, to the extent applicable, its licensors) hereby grants to the Licensee the following non-exclusive, non-transferable, limited, revocable, royalty-free, worldwide license rights to use the Software in accordance with the related documentation as follows:
    (a)    To use, copy and install the Software on Licensee's computers solely for the purpose of developing Licensee software applications for use with the ZEN X-Fi2.
    (b)    To reproduce, distribute and sublicense to end users the right to use the Licensee software applications developed pursuant to Section 1.1(a) solely for use with the ZEN X-Fi2.

    1.2    Except as otherwise expressly provided under this Agreement, CREATIVE does not grant any right to Licensee, and Licensee agrees not to: (i) distribute, sublicense, rent, lease or otherwise transfer the Software (including but not limited to any manuals or other documentation contained therein); (ii) reproduce, modify, translate or create derivative works based on the Software; or (iii) decompile, reverse engineer, disassemble or otherwise transform the Software (including but not limited to the object code of any derivative thereof) to human-readable form, except to the extent such restrictions are prohibited by applicable law.

    1.3    No other license is granted hereunder, whether by implication, estoppel or otherwise and any use not expressly provided for in this Agreement is prohibited. CREATIVE retains all title to, and ownership of, the Software and reserves all rights not expressly granted herein.

    1.4    The Licensee acknowledges that the Software as delivered may contain, and/or may be accompanied by, certain Open Source Software. For the purposes of this Agreement, "Open Source Software" shall mean third party software that is subject to the terms of an Excluded License. "Excluded License" means any license that requires as a condition of use, modification or distribution of software subject to the Excluded License, that such software or other software combined or distributed with such software be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. Additionally, the Software may require certain Open Source Software to function correctly. To the extent that it is legally permitted to do so, CREATIVE is under no obligation to supply the Licensee with any Open Source Software.

    1.5    Licensee represents, warrants and undertakes to:
    (a)    use the Software to develop applications for use only with the ZEN X-Fi2;
    (b)    make no modifications to the Software except for the source code examples found as part of the Software distribution (if any);
    (c)    not use the Software and/or ZEN X-Fi2 for immoral or illegal purposes;
    (d)    not use the Software and/or ZEN X-Fi2 for any purpose related to the development, production, use or stockpiling of weapons of mass destruction (nuclear weapons, chemical weapons, biological weapons or missiles), or for use in nuclear facilities, medical, military, aircraft, flight control, space or life support equipment;
    (e)    not resell any part of the Software and/or ZEN X-Fi2 to any party if Licensee knows or suspects that the end-use of any part of such Software or ZEN X-Fi2 is destined for an activity that is related to the development production, use or stockpiling of weapons of mass destruction, or for use in nuclear facilities, medical, military, aircraft, flight control, space or life support equipment;
    (f)    not, during the term of this Agreement, make or enter into any agreement with any third party that is inconsistent with any of the provisions of this Agreement;
    (g)    not sublicense the rights granted herein to any third party, except as may be expressly allowed under the terms of this Agreement;
    (h)    not (i) create derivative works of the Software in any manner that would cause the non-Open Source Software components of the Software (if any) in whole or in part to become subject to any of the terms of an Excluded License; or (ii) distribute the Software (or derivative works thereof) in any manner that would cause the non-Open Source Software components of the Software (if any) to become subject to any of the terms of an Excluded License;
    (i)    not hack or disable any security, digital rights management, digital signing, and/or authentication systems implemented by the Software and/or ZEN X-Fi2 (including but not limited to any ZEN X-Fi2 operating system);
    (j)    not develop any products or applications pursuant to this Agreement that uses excessive bandwidth of any wireless or cellular networks;
    (k)    use the API documented in the Software (if any) and/or otherwise provided by CREATIVE in the Licensee software applications arising out of this Software. If any such application is using a location API, such applications shall comply with all applicable privacy laws and shall not violate any personal privacy rights of any applicable third party. In addition, the Licensee shall use best efforts to ensure that such Licensee software applications work well with other applications;
    (l)    clear and pay all royalties, copyrights and patents associated with the Licensee software application(s) and content developed under this Agreement;
    (m)    abide by any certification/qualification programme of CREATIVE for any applications developed by Licensee under this Agreement.

  • Ownership
    2.1    The Software is owned by CREATIVE and/or its licensors, and is protected by the intellectual property laws of the United States and other jurisdictions, and international treaty provisions. Subject to the license granted to Licensee in Section 1.1, CREATIVE retains all right, title and interest in and to the Software. Licensee retains all right, title and interest in and to all modifications to, and derivatives of, the software contained in the Software made by Licensee, subject to CREATIVE's rights in, and ownership of, the original, unmodified software. The software contained in the Software is licensed and not sold, and any and all references to "sale" or "sold" for any such software shall be deemed to mean a license, and no ownership or assignment of any intellectual property rights is intended nor shall be implied thereby. Without limitation, CREATIVE and/or its licensors retain all intellectual property rights in the ZEN X-Fi2.

  • Copyright and Proprietary Rights Notices
    3.1    The Licensee may not remove the copyright notice from any copy of the Software or any copy of the written materials (if any) accompanying the Software and the Licensee must reproduce all copyright and other proprietary rights notices included in the originals of the Software on all products incorporating the Software or portions thereof.

  • Audit
    4.1    CREATIVE shall have the right to inspect the books, records and premises of Licensee relating to the Software to verify compliance with Licensee's obligations under this Agreement during the term of this Agreement and for two (2) years after the termination of this Agreement.

  • One Archival Copy
    5.1    The Licensee may make one (1) archival copy of the machine-readable portion of the Software for backup purposes only, provided that the Licensee reproduces on the copy all copyright and other proprietary rights notices pursuant to Section 3.1.

  • Support and Upgrades
    6.1    Technical support and new versions of the Software which may correct errors and/or new features ("Upgrades") may be made available to the Licensee at CREATIVE's sole discretion and at such cost (if any) as specified at the time. CREATIVE has no obligation to (i) provide technical support, (ii) provide new versions of the Software or (iii) notify Licensee when Upgrades are released.

  • Reverse Engineering and Prohibited Uses
    7.1    The Licensee acknowledges that the Software contains trade secrets and other proprietary information of CREATIVE and its licensors. Except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where the Licensee is located, the Licensee may not decompile, disassemble, create derivative works or otherwise reverse engineer the Software, or engage in any other activities to obtain underlying information that is not visible to the user in connection with normal use of the Software. In particular, the Licensee agrees not to transmit the Software or display the Software's object code for any purpose on any computer screen or to make any hardcopy memory dumps for any purpose of the Software's object code. If the Licensee believes that it requires information related to the interoperability of the Software with other programs, the Licensee shall not decompile or disassemble the Software to obtain such information, and the Licensee agrees to request such information from CREATIVE. Upon receiving such a request, CREATIVE may determine whether the Licensee requires such information for a legitimate purpose and, if so, CREATIVE may provide such information to the Licensee within a reasonable time and on reasonable conditions.

    7.2    THE SOFTWARE AND ZEN X-Fi2 ARE NOT DESIGNED, AUTHORIZED OR WARRANTED TO BE SUITABLE FOR USE IN NUCLEAR FACILITIES, MEDICAL, MILITARY, AIRCRAFT, SPACE OR LIFE SUPPORT EQUIPMENT NOR IN APPLICATIONS WHERE FAILURE OR MALFUNCTION OF THE SOFTWARE AND/OR ZEN X-Fi2 CAN REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURIES, DEATH OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE. INCLUSION AND/OR USE OF THE SOFTWARE AND/OR ZEN X-Fi2 IN SUCH FACILITIES, EQUIPMENT OR APPLICATIONS, WITHOUT PRIOR AUTHORIZATION IN WRITING OF CREATIVE, IS NOT PERMITTED AND IS AT LICENSEE'S OWN RISK. LICENSEE AGREES TO FULLY INDEMNIFY CREATIVE, ITS AFFILIATES AND THEIR THIRD PARTY SUPPLIERS FOR ANY DAMAGES RESULTING FROM SUCH INCLUSION OR USE.

  • TERMINATION
    8.1    The term of this Agreement commences as of the Effective Date and shall continue to be in effect until terminated pursuant to Sections 8.2 or 8.3.

    8.2    Either party may terminate this Agreement without cause by giving the other party not less than thirty (30) days' prior written notice.

    8.3    CREATIVE shall have the right to terminate this Agreement immediately if: (a) the Licensee fails to comply with any term or condition of this Agreement; (b) the Licensee admits in writing its inability to pay its debts generally as they become due, files a petition for bankruptcy or executes an assignment for the benefit of creditors or similar document; (c) a receiver, trustee in bankruptcy or similar officer is appointed for the Licensee's property; (d) a majority interest of the equity or assets of the Licensee is transferred to an unrelated third party; or (e) this Agreement is assigned without the prior written consent of CREATIVE.

    8.4    Upon termination of this Agreement, all rights granted hereunder shall revert to CREATIVE and Licensee shall cease and desist all use of the Software immediately. Licensee shall deliver to CREATIVE or destroy (at CREATIVE's discretion) all full or partial copies of the Software in Licensee's possession or under its control within three (3) days of termination, and will warrant to CREATIVE in writing such destruction or delivery (if the Licensee is not an individual, this will be carried out by an officer of Licensee). Notwithstanding termination, CREATIVE reserves the right to enforce any and all rights provided by law. The provisions of this Agreement that protect the proprietary rights of CREATIVE will continue in force after termination, including but not limited to clauses 1.2, 1.3, 1.4, 1.5(c), 1.5(d), 1.5(e), 1.5(h), 1.5(i), 1.5(j), 2, 3, 4, 7, 8.4, and 9 through 14.

  • NO WARRANTY
    9.1    ANY USE BY THE LICENSEE OF THE SOFTWARE IS AT THE LICENSEE'S OWN RISK. THE SOFTWARE IS PROVIDED FOR USE ONLY WITH CREATIVE ZEN X-FI2 AS STATED IN CLAUSE 1.5(A). THE SOFTWARE IS PROVIDED FOR USE "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CREATIVE AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. CREATIVE IS NOT OBLIGATED TO PROVIDE ANY UPDATES OR UPGRADES TO THE SOFTWARE OR OTHERWISE PROVIDE ANY SUPPORT FOR THE SOFTWARE.

    9.2    CREATIVE does not warrant that the functions contained in the Software will meet the Licensee's requirements or that the operation of the Software will be uninterrupted, error-free, or free from malicious code. For purposes of this paragraph, "malicious code" means any program code designed to contaminate other computer programs or computer data, consume computer resources, modify, destroy, record, or transmit data, or in some other fashion usurp the normal operation of the computer, computer system, or computer network, including viruses, Trojan horses, droppers, worms, spyware, logic bombs, and the like.

    9.3    Further, CREATIVE shall not be liable for the accuracy of any information provided by CREATIVE or third-party technical support personnel, or any damages caused, either directly or indirectly, by acts taken or omissions made by the Licensee as a result of such technical support.

    9.4    Any representation, other than the warranties set forth in this Agreement, will not bind CREATIVE. The Licensee assumes full responsibility for the selection of the Software to achieve the Licensee's intended results, and for the use and results obtained from the Software. The Licensee also assumes the entire risk as it applies to the quality and performance of the Software.

    9.5    This warranty gives the Licensee specific legal rights, and the Licensee may also have other rights, which vary from country/state to country/state. Some countries/states do not allow the exclusion of implied warranties, so the above exclusion may not apply to the Licensee. CREATIVE disclaims all warranties of any kind if the Software and/or ZEN X-Fi2 is customized, repackaged, or altered in any way by any party other than CREATIVE.

    9.6    IN NO EVENT WILL CREATIVE'S LIABILITY TO THE LICENSEE OR ANY OTHER PERSON EVER EXCEED THE AMOUNT PAID BY THE LICENSEE TO USE THE SOFTWARE, REGARDLESS OF THE FORM OF THE CLAIM.

  • NO LIABILITY FOR DAMAGES
    10.1    IN NO EVENT SHALL CREATIVE, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, ZEN X-FI2 AND/OR ANY DERIVATIVE OF THE SOFTWARE, EVEN IF CREATIVE, ITS AFFILIATES, OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.

    10.2    Without limitation, CREATIVE, its affiliates, and its licensors will not be liable for (i) any alleged infringement of a Standard; or (ii) any claim of personal injury or property damage arising from the use of any part of the Software or ZEN X-Fi2. A Standard means any standard that is promulgated by any standards development organization, consortium, trade association, special interest group, or like entity, for the purpose of widespread adoption. Solely by way of illustration, a Standard may include, but is not limited to, a technical specification promulgated by organizations like the ITU, ISO, IEC, 3GPP, MPEG, W3C, IETF (various standard development organizations); Infiniband (various trade associations); UPnP (various consortia); USB, SALT Forum (various special interest groups), OMA, etc..

  • INDEMNIFICATION BY LICENSEE
    11.1    CREATIVE, its affiliates, and its licensors shall have no liability for, and Licensee shall defend, indemnify and hold CREATIVE, its affiliates, and its licensors, and their respective directors, officers and employees harmless from and against any claim, loss, demand, liability, obligation or expenses (including reasonable attorneys' fees) based upon or arising out of any loss, costs, damage, or any claim, including but not limited to, any personal or property damages, arising out of, pertaining to, or resulting in any way from (i) a breach of this Agreement, or (ii) a claim that any Licensee hardware or software, infringes a third party's intellectual property rights, and shall reimburse all costs incurred by CREATIVE in defending any claim, demand, suit or proceeding for such breach, provided CREATIVE gives Licensee notice in writing of any such suit or proceeding.

  • CONFIDENTIALITY
    12.1    In the absence of any applicable Non-Disclosure Agreement entered into between the parties, the confidentiality obligations of the Licensee contained in this Section 12 herein shall continue without limit in point of time but shall, subject to the provision of sufficient relevant documentary evidence by the Licensee, cease to apply to any information coming into the public domain otherwise than by breach by the Licensee of its obligations contained in this Agreement. Licensee will not release, disclose or otherwise permit access to the Software or any Confidential Information provided by CREATIVE or any of its affiliates pursuant to this Agreement, or use such Confidential Information in such a way that any third party can gain access to such Confidential Information. Licensee shall not disclose or cause to be disclosed the Software or any other Confidential Information contained therein to any third party unless with the prior written consent of CREATIVE, and such consent may be granted or withheld at CREATIVE's sole discretion. Licensee agrees to clearly mark written materials by legend as "Confidential." Licensee shall only disclose the Software and Confidential Information to its employees strictly on a need-to-know basis. Licensee warrants that all those individuals having access to the Software and Confidential Information under this Agreement will be subject to terms not less protective than the terms of this Agreement with respect to such Software and other Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean information or material proprietary to CREATIVE of which Licensee may obtain knowledge or access. "Confidential Information" includes, but is not limited to, the following types of information and other information of a similar nature, whether or not set forth in writing: discoveries, ideas, concepts, papers, software in various stages of development, designs, drawings, specifications, techniques, models, prototypes, data, source code, object code, documentation, manuals, diagrams, flow charts, schematics, research, process, procedures, functions, "know-how", marking techniques and materials, marketing and development plans, employee names, customer names and other information related to customers, price lists, pricing policies and financial information. "Confidential Information" shall also include any information described as proprietary or designated as confidential information, whether or not owned or developed by CREATIVE, and whether or not copyrighted, and information disclosed to CREATIVE by any third party which information CREATIVE is obligated to treat as confidential or proprietary information, and shall also include confidential information disclosed by any CREATIVE affiliate.

    12.2    Licensee acknowledges that the unauthorized use, transfer, sublicensing or disclosure of the Software (or copies thereof) or any Confidential Information, will cause irreparable injury to CREATIVE, and under such circumstances CREATIVE shall be entitled to equitable relief, including, but not limited to, preliminary and permanent injunctive relief, and Licensee waives any requirements that a bond be posted.

    12.3    Licensee further acknowledges that (i) CREATIVE has no obligations under this Agreement to keep confidential any information received from Licensee, and that (ii) CREATIVE may currently or in the future be developing information, applications or technology internally, or receiving information or technology from third parties that may be similar to the Licensee's applications developed hereunder. Accordingly, nothing in this Agreement will be construed as a representation, agreement or inference that CREATIVE will not develop products or technology, or have products developed for it, or enter into joint ventures, alliances, or licensing arrangements that compete with the products or applications developed by Licensee hereunder.

  • U.S. GOVERNMENT RESTRICTED RIGHTS
    13.1    The Software and related documentation are provided with Restricted Rights: use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (b)(3)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.

  • GENERAL
    14.1    The recitals shall form part of this Agreement.

    14.2    The Licensee warrants that it is properly authorized to enter into, and be bound by the terms of, this Agreement.

    14.3    This Agreement is binding on the Licensee and on any permitted successors and assignees.

    14.4    All notices, authorizations, and requests in connection with this Agreement shall be in writing and shall be mailed by registered or certified mail, postage prepaid or otherwise delivered by hand or by expedited courier, or by facsimile (with confirmation of successful transmission), and in the case of CREATIVE, notices can also be made by CREATIVE via e-mail.

    Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given if delivered personally, facsimile or e-mail or, if sent by mail, at the earlier of its receipt or five (5) days after being deposited in the mail, postage pre-paid, certified, or registered, return receipt requested, or, if sent by overnight courier, at the earlier of its receipt or two (2) days after being deposited with such overnight courier.

    14.5    Licensee shall not assign or transfer this Agreement or all or any part of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of CREATIVE. Any unauthorized assignment or transfer shall be null and void and shall constitute a default, entitling CREATIVE to immediately terminate this Agreement under Section 8 above. This Agreement shall inure to the benefit of and be binding upon any successor or permitted assignee.

    14.6    This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws principles. The parties hereby irrevocably consent to the exclusive jurisdiction of and venue in the courts of the Republic of Singapore. The parties agree that any and all process directed to any of them in any applicable proceedings may be served outside the Republic of Singapore with the same force and effect as if services had been made within the Republic of Singapore. Judgments rendered by a court in the Republic of Singapore shall be binding on the parties and may be entered and enforced in any applicable court outside of the Republic of Singapore. The parties disclaim the United Nations Convention on Contracts for the International Sale of Goods, which shall not apply to this Agreement or the parties' performance hereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

    14.7    The Software and all related information or materials are subject to export controls and U.S. government and any applicable foreign export regulations. Licensee will not export, re-export, divert, transfer or disclose, directly or indirectly the Software and any related information or materials without complying strictly with all legal requirements including without limitation obtaining the prior approval of the U.S. Department of Commerce. Licensee will execute and deliver to CREATIVE such "Letters of Assurance" as may be required under applicable export regulations. Licensee shall indemnify CREATIVE against any loss related to Licensee's failure to conform to these requirements.

    14.8    If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

    14.9    This Agreement contains the entire understanding and agreement between the parties respecting the subject matter hereof and all prior negotiations, understandings, representations and agreements of the parties, whether oral or written, with respect to the subject of this Agreement are superseded in its entirety. The Licensee agrees that CREATIVE will not have any liability for any untrue statement or representation made by CREATIVE, its agents or anyone else (whether innocently or negligently) upon which the Licensee relied upon entering this Agreement, unless such untrue statement or representation is proven to have been made fraudulently.

    14.10    CREATIVE reserves the right to amend, change, modify or otherwise update the terms and conditions of this Agreement from time to time ("Updates"), at its sole discretion, at any time without notice to Licensee. Such Updates shall be effective immediately upon posting onto CREATIVE's web site or other web sites referred to by CREATIVE. The Licensee understands and agrees that if it uses the Software after the date on which such terms have changed, CREATIVE will treat the Licensee's use as acceptance of the updated terms. The Licensee agrees that it shall check for any Updates from time to time, and to review them. If a modification is unacceptable to Licensee, Licensee's sole remedy is to terminate the Agreement by ceasing use of the Software. Subject to the foregoing of this Section 14.10, this Agreement may not be supplemented, modified, amended, released or discharged except by an instrument in writing signed by CREATIVE's duly authorized representative.

    14.11    If any action at law or in equity, including an action for declaratory relief or injunctive relief is brought to enforce or interpret the provisions of this Agreement, the prevailing party in any such action shall be entitled to reasonable attorneys' fees and court costs in addition to any other relief to which the party may be awarded.

    14.12    All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.

    14.13    Any waiver by either party of any default or breach hereunder shall not constitute a continuing waiver of such provision of this Agreement or of any subsequent default or breach of the same or a different kind.

    14.14    The parties to this Agreement are independent contractors. Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture, agency relationship between the parties. Neither party shall make any statements, representations or commitments of any kind or take any action binding on the other, except to the extent (if any) provided for in this Agreement.

    14.15    All agreements, documents, proceedings and/or contractual arrangements in connection with this Agreement must be written in, or translated by a sworn translator into the English language. If there is any conflict in meaning between the English language version of this Agreement and any version or translation of this Agreement in any other language, the English language version shall prevail.

End of Agreement
AGREEDISAGREE