LIBROCKET ADD-ON APPLICATION LICENCE AGREEMENT
THIS AGREEMENT is made BETWEEN:
(1) Wandering Monster Studios Limited, a company registered in New Zealand
under number 1854826 whose registered office is at Level 2, 282 Wakefield
Street, Wellington 6011, New Zealand ("the Licensor"); and
(2) You ("the Licensee")
WHEREAS:
(1) The Licensee wishes to acquire and the Licensor has agreed to grant to
the Licensee a licence to use the Software on the terms and conditions set
out in this agreement ("Agreement").
(2) The parties are entering into this Agreement on the following terms to
record their understanding on these matters.
IT IS AGREED as follows:
1. Definitions
In this Agreement, unless inconsistent with the context or otherwise
specified the following definitions will apply:
"business day" means any day other than a Saturday, Sunday or public
holiday in Wellington, New Zealand;
"Documentation" the supporting documentation for aiding the use of the
Software which is available for viewing on the Website;
"Equipment" computer equipment with sufficient spare disk space for the
downloading, installation and running of the Software and capable of
running any other necessary software including without limitation an
industry standard compiler;
"Error" any failure of the Software to substantially conform to the
Specification;
"Error Correction" a software modification or addition that, when made or
added to the Software, establishes material conformity to the
Specification;
"Forums" the user forums relating to the Software located on the Website;
"Intellectual Property Rights" all vested contingent and future intellectual
property rights including but not limited to copyright, trade marks, service
marks, design rights (whether registered or unregistered), patents, know-how,
trade secrets, inventions, database rights and any applications for the
protection or registration of these rights and all renewals and extensions
thereof existing in any part of the world whether now known or in the future
created;
"Licence Fee" the applicable fee for the Licence provided under this
Agreement as further defined in clause 5;
"Object Code" Machine-readable binary version of a piece of software;
"Product Materials" the Software and the Documentation;
"Project" one single specific game or project on a single specific
platform;
"Software" the current Object Code version in machine-readable form only
of the application called Librocket Python Add-on;
"Source Code" the human-readable source-code version of the Software;
"Specification" the specification describing the facilities and functions
of the Software as included in Schedule 1;
"Support and Maintenance Services" provided by the Licensor to the Licensee as
the support and maintenance services to be specified in clause 7;
"Support Request" an email sent by the Licensee to the Licensor at
[1][email protected] requesting provision of the Support and
Maintenance Services;
"Taxes" taxes, duties and charges imposed or levied in New Zealand or
overseas in connection with the supply of the Product Materials or the
provision of Support and Maintenance Services;
"Third Party Software" any software incorporated in the Software or on which
the Software is partly based which is owned by a third party;
"Very Low Volume" an amount of ten thousand or less; and
"Website" means the Librocket website located at www.[2]librocket.com.
2. Grant of Licence
1. Upon payment of any applicable Licence Fee or in the event no
Licence Fee is payable pursuant to clause 5.1, on any use being
made of the Software, ("Commencement Date") the Licensor grants
to the Licensee subject to the terms and conditions contained in
this Agreement, a non-exclusive licence for the use of the
Software in relation to the Project ("Licence"). Subject to the
payment of any applicable Licence Fee as provided for in clause
5, the Licence allows the Licensee to use the Software for the
Licensee's own internal purposes in relation to the Project
including as applicable in the course of the Licensee's ordinary
business activities as they relate to the Project and also to
incorporate the Software into products related to the Project
offered for sale or for free use to the public ("Products") by
the Licensee, provided that the Software is not the main
component of such Products and such Products do not provide for
the Software to be directly accessed and utilised in its own
right.
2. The Licence shall not entitle the Licensee to have access to the
Source Code in respect of the Software or to create or to attempt
to create the same.
3. Notwithstanding clause 2.1 the Licensee acknowledges that to make
use of the Software the Licensee will need to have installed on
the Equipment a current version of:
1. the standard Librocket software which can be acquired from
[3]www.librocket.com;
2. the Boost Python software which can be acquired from
[4]www.boost.org; and
3. the Python software which can be acquired from
www.python.org.
3. Licence Term
1. The Licence shall commence on the Commencement Date and shall
continue until terminated in accordance with the provisions of
this Agreement ("Term").
2. Under no circumstance will the Licensee be entitled to grant a
sub-licence in respect of the Licence or any part of the Licence
or otherwise deal with its rights and obligations in respect of
the Licence.
4. Support and Maintenance Services Term
1. The Support and Maintenance Services shall commence on the
Commencement Date and shall continue until the end of the Term.
5. Payment
1. In the event that the Licensee uses the Software only for their
own personal use or where the Products are distributed for free
in a Very Low Volume, the Licensee will not be required to pay a
Licence Fee to the Licensor but in return for the benefit the
Licensee receives from using the Software the Licensee
acknowledges that they will at all times still be bound by the
terms of this Agreement.
2. In the event that the Licensee incorporates the Software into
Products, but such Products are sold in Very Low Volume, the
Licensee will only be required to pay a Licence Fee of
fifty United States dollars ($50.00 USD).
3. To qualify for the Licence Fee exception pursuant to clause 5.1
or the Licence Fee outlined in clause 5.2, the Licensee must also
ensure that:
1. they are an individual or partnership and not a registered company;
4. the Project to which the Licence is to apply produces Products that
are of a shareware or hobby type nature and which if sold are sold
for ten New Zealand dollars or less ($10.00 NZD); and
5. they obtain the approval of the Licensor that the Project to which
the Licence is to apply comes within the terms of clauses 5.1 or
5.2 as applicable and clauses 5.3.1 and 5.3.2.
4. In the event that the Licensee incorporates the Software into
Products which are sold or distributed for free in any volumes
greater than Very Low Volumes the Licensee will be required to pay a
Licence Fee of two hundred and fifty United States dollars ($250.00 USD).
5. It is the Licensee's responsibility to ensure they have paid any
applicable Licence Fee provided for in clauses 5.2 and 5.4 prior to
making any use of the Software. Once paid the Licence Fee is
non-refundable and the Licensor may terminate or suspend any Licence
granted pursuant to this Agreement immediately on notice to the
Licensee in the event any applicable Licence Fees due as defined in
clauses 5.2 and 5.4 are unpaid and the Licensee will also indemnify
the Licensor on demand for any direct and indirect costs of any
nature whatsoever reasonably incurred by the Licensor in the course
of securing the payment of any such unpaid Licence Fees.
6. The Licensee shall pay the Licence Fee to the Licensor by way of
credit card payment in the manner provided for via the Website.
7. The Licence Fee is exclusive of any applicable Taxes including
without limitation Goods and Services Tax ("GST") pursuant to the
Goods and Services Tax Act 1985.
8. Notwithstanding clause 5.7 in the event that the Licensee is or
becomes liable to pay or otherwise account for any Taxes, the payment
of any amounts due under this Agreement will be adjusted to ensure
that after the payment or accounting for of such Taxes the Licensor
will receive the original amount that was due to it under this
Agreement.
6. Delivery
1. The Licensee shall download the Software from the Website.
7. Support and Maintenance Services
1. During the Term the Licensor shall upon receipt of a Support Request
provide the Licensee with the following Support and Maintenance
Services by email in the following manner:
1. Where an Error occurs the Licensee shall supply in writing to the
Licensor a detailed description of the Error requiring Error
Correction and the circumstances in which it arose, and shall
submit sufficient material and information to enable the Licensor
to duplicate the Error, following which the Licensor will provide
Error Correction in respect of the Error.
6. Exclusions:
a. The Licensor shall be under no obligation to provide Support and
Maintenance Services in respect of:
i. any defects or errors resulting from any modifications or
customisation of the Software made by any other person other than
the Licensor;
ii. incorrect or unauthorised use of the Software or operator error
where these are defined as use or operation not in accordance
with the Documentation;
iii. any fault in the Equipment or in any programs used in
conjunction with the Software;
iv. any defects or errors caused by the use of the Software on or
with any Equipment which is not approved in writing by the
Licensor or in conjunction with any other software which is not
approved in writing by the Licensor;
v. any software or programs other than the Software;
vi. any other of the Licensee's computer hardware, other equipment,
or any data feeds or external data; and
vii. the Licensee's failure to install and use upon the Equipment in
substitution for the previous release any new release of the
Software which includes updates or bug fixes in respect of the
Licensee's version of the Software within 90 days of such new
release of the Software being available for download from the
Website.
1. The Licensor will respond to any Support Request by email within 48
hours of its receipt and will attempt to provide the required Support
and Maintenance Services within the same time period.
2. In addition to making use of the Support and Maintenance Services
provided for in clauses 7.1 and 7.2 the Licensee is also entitled to
make use of the Forums on such the terms and conditions as are
specified on the Website from time to time in respect of use of the
Forums.
3. Notwithstanding clauses 7.1, 7.2 and 7.3, the Licensee acknowledges
that in the event they are not required to pay a Licence Fee as
provided for by clause 5.1, the Licensee will not be entitled to make
use of the Support and Maintenance Services as described in clauses
7.1 and 7.2 but will be entitled to make use of the Forums as
provided for by clause 7.3.
8. New Releases
1. During the Term the Licensor shall notify the Licensee by email,
where the Licensee has registered on the Website to receive such
notification, of any new release of the Software that is available
for download from the Website.
2. Notwithstanding clause 8.1, although the Licensee will be entitled to
download any new releases of the Software as part of the Support and
Maintenance Services, for the avoidance of doubt the Licensee will
not be entitled to download and use any later version of the Software
without paying a further applicable Licence Fee as defined in clauses
5.2 and 5.4 in respect of that new version of the Software.
3. In the event of any confusion as to whether a new release of the
Software is actually a new version of the Software the Licensor's
decision shall be final.
1. The Licensor may from time to time, acting entirely at its own
discretion, make such modifications to the current release of the
Software as shall ensure that the current release conforms to any
legal requirements or change of legislation. In the event that the
Licensor acting reasonably does not believe that it is technically
possible or commercially justifiable for it to make such
modifications then the Licensor shall be entitled to terminate this
Agreement on 30 days written notice to the Licensee. Where the
Licensor does make modifications to the current release of the
Software ("Modified Software") in accordance with the terms of this
Agreement, the Licensor shall make such Modified Software available
for download from the Website. The Licensee shall be required to as
soon as reasonably possible adopt such Modified Software. Failure by
the Licensee to adopt such Modified Software within 90 days of any
such new release of the Software being made available for download
from the Website, shall entitle the Licensor to terminate this
Agreement immediately on written notice to the Licensee.
2. Any new release of the Software or Modified Software adopted by the
Licensee shall become the current release and the provisions of this
Agreement shall apply accordingly.
9. Licensee's Obligations
1. The Licensee shall operate the Software in accordance with the
Specification and Documentation.
10. Restrictions on Alterations
1. If the Software within the Licensee's control pursuant to the
Licence is modified or altered by the Licensee, the Licensee will
fully indemnify the Licensor against all liability which may be
incurred by the Licensor if such modifications or alterations
infringe any Intellectual Property Rights of a third person or
otherwise cause the Licensor to suffer loss, damages or expense.
2. The Software within the Licensee's control pursuant to the
Licence remains the property of the Licensor in all respects.
11. Security and Control
1. The Licensee shall during the continuance of the Licence effect
and maintain security measures in accordance with accepted
industry standards to safeguard the Software from access or use
by any unauthorised person.
12. Proprietary Rights
1. The Product Materials and the Intellectual Property Rights of
whatever nature in the Product Materials (excluding any third
party rights in respect of Third Party Software) are and shall
remain the property of the Licensor.
2. The Licensee shall notify the Licensor immediately if the
Licensee becomes aware of any unauthorised use of the whole or
any part of the Product Materials by any person.
3. The Third Party Software at all times remains the property of the
applicable third party and the Licensee's use of such Third Party
Software is at all times governed by the provisions of any
applicable licence relating to any such Third Party Software.
13. Intellectual Property Rights
1. The Licensee acknowledges that the Licence granted pursuant to
clause 2 does not grant any transfer of title or ownership to the
Licensee of any Licensor's Intellectual Property Rights including
without limitation in the Product Materials. The Licensee's right
to use the Licensor's Intellectual Property Rights as provided
for in this Agreement will cease upon the termination of this
Agreement or as otherwise provided for in this clause 13.
2. The Licensee acknowledges that the grant of the Licence or any
other terms of this Agreement do not in any way confer any right
or licence upon the Licensee to use, exploit or otherwise utilise
any rights relating to the Licensor's Intellectual Property
Rights other than in accordance with the terms of this Agreement.
3. The Licensee agrees not to represent in any way that it has any
title, right or interest in the ownership of the Licensor's
Intellectual Property Rights nor do anything which might be
contrary to the rights or interest of the Licensor in its
Intellectual Property Rights nor seek to apply to register in its
own name or that of any third party any part of the Licensor's
Intellectual Property Rights and will assist the Licensor in any
application to register any such Intellectual Property Rights
belonging to the Licensor at the cost of the Licensor.
4. The Licensee agrees with the Licensor that it will notify the
Licensor in writing as soon as practicable of any infringement,
suspected infringement or alleged infringement relating to the
Licensor's Intellectual Property Rights which comes to its
knowledge provided that the Licensee will be deemed to have
knowledge of any infringement, suspected infringement or alleged
infringement if such infringement would have come to the
Licensee's knowledge but for any negligence or wilful misconduct
on the part of the Licensee.
5. In the event that proceedings are brought or threatened by a
third party against the Licensee or the Licensor, alleging that
the Licensee's use of the Product Materials constitutes an
infringement of a third party's Intellectual Property Rights, the
Licensor may at its option and at its own expense conduct the
defence of such proceedings. As requested by the Licensor the
Licensee shall provide all necessary co-operation, information
and assistance to the Licensor in the conduct of the defence of
such proceedings.
6. In the circumstances provided for in clause 13.5, but also where
the Licensor acting entirely at its own discretion believes that
there is a reasonable likelihood that infringement may currently
exist or is likely to occur, the Licensee agrees with the
Licensor that it will permit the Licensor, acting entirely in the
Licensor's discretion to;
1. modify, alter or substitute the infringing or potentially
infringing part of the Product Materials, at the Licensor's expense
in order to avoid the infringement or potential infringement; or
7. procure for the Licensee the authority to continue with the use and
possession of the infringing or potentially infringing part of the
Product Materials.
7. If the remedies set out in clause 13.6 above are not in the
Licensor's opinion reasonably available, then the Licensor shall be
entitled to terminate the Licence and this Agreement immediately on
written notice to the Licensee at which point the Licensee shall
destroy all copies of the Product Materials within its possession and
provide a written certificate from one of the Licensee's directors to
the Licensor that such copies have been destroyed provided that the
Licensor shall be entitled to enter upon the Licensee's premises to
repossess any copies of the Product Materials in the possession,
custody or control of the Licensee not returned or destroyed as
provided for above.
8. The Licensee acknowledges that the Licensor will have no obligation
to indemnify the Licensee against any damages, costs and losses
incurred by the Licensee whether direct or consequential (including
but without limitation any economic loss or other loss of turnover,
profits, business or goodwill) in connection with any proceedings
bought by a third party against the Licensee alleging that the
Licensee's use of the Product Materials constitutes an infringement
of that third party's Intellectual Property Rights.
9. The Licensee shall indemnify the Licensor against any loss, costs,
expenses, demands or liability, whether direct or indirect, arising
out of a claim by a third party pursuant to clause 13.5 where:
1. the claim arises from:
b. use of the Product Materials in combination with any equipment or
programs where such use is not authorised by the terms of this
Agreement or otherwise approved by the Licensor;
c. use of the Product Materials in a manner or for a purpose not
specifically provided for by this Agreement or authorised by the
Licensor;
d. modification or alteration of the Product Materials by the
Licensee or any third party on behalf of the Licensee; and
e. any transaction entered into by the Licensee relating to the
Product Materials without the Licensor's prior consent in writing
which is not otherwise authorised by the terms of this Agreement;
or
8. the ability of the Licensor to defend the claim has been prejudiced
by the failure of the Licensee to comply with any requirements of
clauses 13.4, 13.5 or 13.6.
10. The Licensee acknowledges that the Licensor is in no way liable to
the Licensee in respect of any liability arising from the Licensee's
use of any Third Party Software and the Licensee agrees to indemnify
the Licensor on demand in the event of any liability suffered by the
Licensor arising from the Licensee's use of the Third Party Software.
14. Warranties
1. To the fullest extent permitted at law, the Licensor:
1. disclaims all warranties with respect to the Software, either
express or implied, including but not limited to any implied
warranties relating to quality, fitness for any particular purpose
or ability to achieve a particular result;
9. makes no warranty that the Software is error free or that use of
the Software will be uninterrupted and the Licensee acknowledges
and agrees that the existence of such errors shall not constitute a
breach of this Agreement; and
10. does not give any warranty in respect of the Third Party Software.
2. The Licensee agrees that its sole remedy in respect of any
non-conformance with any warranty that can not be excluded pursuant
to clause 14.1 is that the Licensor will remedy such non-conformance
(either by itself or through a third party) and if, in the Licensor's
reasonable opinion, it is unable to remedy such non-conformance, the
Licensor shall be entitled to terminate the Licence and this
Agreement immediately on written notice to the Licensee at which
point the Licensee shall destroy all copies of the Product Materials
within its possession and provide a written certificate from one of
the Licensee's directors to the Licensor that such copies have been
destroyed provided that the Licensor shall be entitled to enter upon
the Licensee's premises to repossess any copies of the Product
Materials in the possession, custody or control of the Licensee not
returned or destroyed as provided for above.
3. The Licensee will not disable or alter the display of the Software
logo, as such is incorporated into any Products or generally
displayed as a result of the use of the Software.
15. Liability
1. Except as provided for in clauses 13.9, 15.2, 15.3, 15.5 and 15.6
and to the greatest extent permitted at law, under no
circumstances will either party ("the first party"), its
employees or its agents be liable to the other party ("the second
party") in contract, tort, equity, statute, regulation or
otherwise for any loss, damage, costs, legal costs, professional
and other expenses of any nature whatsoever incurred or suffered
by the second party, or by any other third party, whether direct
or consequential (including but without limitation any economic
loss or other loss of turnover, profits, business or goodwill)
arising out of any dispute or contractual, tortuous or other
claims or proceedings bought by the second party or which are
alternatively bought against the second party as a result of the
second party's breach of this Agreement.
2. Clause 15.1 shall not exclude any liability of the first party to
the second party which arises from:
1. wilful misconduct or gross negligence on the part of the first
party;
11. where the Licensee is the first party, any act or omission by any
persons to whom the Licensee is permitted to disclose Information
(as defined in clause 16.1) as set out in this Agreement, which, if
done or omitted to be done by the Licensee, would be a breach of
the Licensee's obligations under this Agreement,
and in respect of which the first party will indemnify the second party.
3. In the event that any limitation or provision contained in this
Agreement is held to be invalid or unenforceable for any reason and
the first party becomes liable for loss or damage that would
otherwise have been excluded, to the greatest extent permitted at
law, and also in respect of any liability pursuant to clause 15.2,
the first party's maximum liability to the second party under the
Agreement shall be limited to an amount equivalent to the Licence Fee
paid by the Licensee pursuant to this Agreement.
4. Notwithstanding clause 15.1, to the greatest extent permitted at law,
the parties agree that the first party shall not be liable to the
second party in contract, tort, equity, statute, regulation or
otherwise for any loss, damage, cost, legal costs, professional and
other expenses of a consequential nature (including but without
limitation any economic loss or other loss of turnover, profits,
business or goodwill).
5. Notwithstanding clauses 15.1, 15.2, 15.3 and 15.4 the liability of
the Licensee to the licensor shall not be limited in respect of any
liability arising from the Licensee's breach of the Licensor's
Intellectual Property Rights or any third party's Intellectual
Property Rights.
6. The parties acknowledge and agree that the limitations contained in
this clause 15 are reasonable in the light of all the circumstances.
7. Where the Licensee is obtaining the Product Materials and Support and
Maintenance Services for business purposes the Licensee agrees the
Consumer Guarantees Act 1993 does not apply.
8. The parties agree that to the greatest extent permitted at law the
Sale of Goods Act 1908, the United Nations Convention on Contracts
for the International Sale of Goods (1980) and the Sale of Goods
(United Nations Convention) Act 1994 will not apply to this
Agreement.
16. Confidential Information
1. The Licensee undertakes, except as provided below, to treat as
confidential and keep secret all information marked
'confidential' or which may reasonably be supposed to be
confidential, including, without limitation, information
contained or embodied in the Product Materials, the Specification
and other information supplied by the Licensor to the Licensee
(in this Agreement collectively referred to as 'the Information')
with the same degree of care as the Licensee employs with regard
to the Licensee's own confidential information of a like nature
and in any event in accordance with best current commercial
security practices, provided that, this clause shall not extend
to any information which was rightfully in the possession of the
Licensee prior to the commencement of this Agreement or which is
already public knowledge or becomes so at a future date
(otherwise than as a result of a breach of this clause).
2. The Licensee shall not without the prior written consent of the
Licensor divulge any part of the Information to any person
except:
1. to the Licensee's employees and then only to those employees to
whom it is necessary to make such disclosure in order for the
Licensee to meet its obligations under this Agreement;
2. to such other parties as may be reasonably necessary to enable the
Licensee to meet its obligations under this Agreement;
12. to the Licensee's solicitors, insurers, accountants and auditors;
and
13. where such disclosure is required, pursuant to any law, regulation,
court order or valid government department or agency legal
requirement, provided that the Licensee must:
a. promptly and if practicable before making the disclosure, notify
the Licensor of that fact and identify the Information required to
be so disclosed so that if practicable in the circumstances a
protective order or other appropriate remedy may be sought; and
a. disclose only the minimum Information required to comply with the
applicable law or order.
3. The Licensee undertakes to ensure that persons and bodies referred to
in clause 16.2 are made aware before the disclosure of any part of
the Information that the same is confidential and that they owe a
duty of confidence to the Licensor.
4. The Licensee shall promptly notify the Licensor if it becomes aware
of any breach of confidence by any person to whom the Licensee has
divulged all or any part of the Information and the Licensee shall
give the Licensor all reasonable assistance in connection with any
proceedings which the Licensor may institute against such person for
breach of confidence.
5. The foregoing obligations as to confidentiality shall remain in full
force and effect notwithstanding any termination of the Licence or
this Agreement.
6. The Licensor shall be entitled to identify the Licensee as a licensee
of the Products in the Licensor's publicity materials.
1. If the Licensor authorises the Licensee to disclose any Information
to any person the Licensee agrees at the request of the Licensor
prior to such disclosure to have such person execute an
acknowledgement to the effect that the Information is disclosed to
that person in confidence.
17. Termination
1. Either party may terminate this Agreement immediately by notice in
writing to the other if the other:
1. commits a material breach of this Agreement which is not capable of
remedy; or
14. commits a breach of this Agreement which is capable of a remedy,
and such breach is not remedied within 14 days of receipt by the
other, of a notice from the innocent party identifying the breach
and requiring its remedy; or
15. is unable to pay its debts or is deemed to be, or enters into
liquidation (other than with the prior written agreement of the
other party for the purpose of effecting a reconstruction or
amalgamation in such manner that the company resulting from such
reconstruction or amalgamation if a different legal entity agrees
to be bound by and assume the obligations of the relevant party
under this Agreement) or compounds with or compromises with or
convenes a meeting of its creditors or has a receiver appointed
over all or any part of its assets or takes or suffers any similar
action in consequence of a debt, or ceases for any reason to carry
on business.
1. For the avoidance of doubt the Licence will be deemed to terminate
upon the termination of the Agreement and upon the termination of the
Licence, the Licensee shall destroy all copies of the Product
Materials within its possession and provide a written certificate
from one of the Licensee's directors to the Licensor that such copies
have been destroyed provided that the Licensor shall be entitled to
enter upon the Licensee's premises to repossess any copies of the
Product Materials in the possession, custody or control of the
Licensee not returned or destroyed as provided for above.
2. Any termination of the Licence or this Agreement (howsoever
occasioned) shall not affect any accrued rights or liabilities of
either party nor shall it affect the coming into force or the
continuance in force of any provision in this Agreement which is
expressly stated as continuing in force on or after such termination.
18. Agency, Partnership
1. This Agreement shall not constitute or imply any partnership,
joint venture, agency, fiduciary relationship or other
relationship between the parties other than the contractual
relationship expressly provided for in this Agreement.
19. Amendments
1. Except where expressly provided for in this Agreement, this
Agreement may not be released, discharged, supplemented,
interpreted, amended, varied or modified in any manner except by
an instrument in writing signed by a duly authorised officer or
representative of each of the parties.
20. Announcements
1. Except where expressly provided for in this Agreement, no party
shall issue or make any public announcement or disclose any
information regarding this Agreement unless prior written consent
has been obtained from the other party.
21. Assignment
1. The Licensee may not assign or otherwise deal with any of its
rights or obligations under this Agreement.
22. Entire Agreement
1. This Agreement supersedes all prior agreements, arrangements and
undertakings between the parties and constitutes the entire
agreement between the parties relating to the subject matter of
this Agreement. The parties confirm that they have not entered
into this Agreement on the basis of any representation that is
not expressly incorporated into this Agreement.
23. Force Majeure
1. Neither party is in breach of this Agreement if its breach is
caused by an act of God, fire, act of government or state, war,
terrorism, sabotage, civil commotion, insurrection, embargo,
prevention from or hindrance in obtaining any raw materials,
energy or other supplies, labour disputes of whatever nature
including strikes and lockouts, piracy, destruction of essential
equipment by fire, explosion, storm, flood or earthquake, medical
epidemic and delay caused by failure of power supplies or
transport facilities or any other reason beyond the reasonable
control of a party.
24. Notices
1. All notices in relation to this Agreement must be served by email
to the email address used by either party from time to time to
communicate with the other party.
25. Schedules
1. The provisions of Schedule 1 shall form part of this Agreement as
if set out here.
26. Severance
1. If any provision of this Agreement is prohibited by law or judged
by a court to be unlawful, void or unenforceable, the provision
shall, to the extent required, be severed from this Agreement and
rendered ineffective as far as possible without modifying the
remaining provisions of this Agreement, and shall not in any way
affect any other circumstances of or the validity or enforcement
of this Agreement.
27. Waiver
1. No delay, neglect or forbearance on the part of either party in
enforcing against the other party any term or condition of this
Agreement shall either be or be deemed to be a waiver or in any
way prejudice any right of that party under this Agreement. No
right, power or remedy in this Agreement conferred upon or
reserved for either party is exclusive of any other right, power
or remedy available to that party.
28. Subcontracting
1. The Licensee agrees that the Licensor may perform any or all of
its obligations under this Agreement through agents or
sub-contractors.
29. Survival of Agreement
1. The provisions of clauses 12 (Proprietary Rights), 13
(Intellectual Property Rights), 14 (Warranties), 15 (Liability),
16 (Confidential Information) clauses 17.2 and 17.3 (Termination)
and this clause 29 survive the termination or expiry of this
Agreement for whatever reason.
30. Language
1. This Agreement is made only in the English language. If there is
any conflict in the meaning between the English language version
of this Agreement and any version or translation of it in any
other language, the English language version shall prevail.
31. Proper Law and Jurisdiction
1. This Agreement and all matters arising from it and any dispute
resolutions referred to below shall be governed by and construed in
accordance with New Zealand law notwithstanding the conflict of law
provisions and other mandatory legal provisions.
2. Subject to clause 31.8 and 31.11 the procedures set out in clauses
31.3 to 31.9 shall apply to all disputes arising under this
Agreement.
3. Where there is a dispute, the aggrieved party shall notify the other
party in writing of the nature of the dispute, with as much detail as
possible about the deficient performance of the other party. A
representative from senior management of each of the parties
("representatives") shall meet in person or communicate by telephone
within 5 business days of the date of the written notification in
order to reach an agreement about the nature of the deficiency and
the corrective action to be taken by the respective parties.
1. If the dispute pursuant to clause 31.3 cannot be resolved within 10
business days of the date of the written notification provided for in
clause 31.3, or if the agreed upon completion dates in any written
plan of corrective action are exceeded, the parties will refer the
dispute to a single arbitrator to be chosen by the parties or, if
they cannot agree, chosen by the President of the New Zealand Law
Society, or the President's nominee and such arbitration will be
conducted in New Zealand in accordance with the Rules in Schedules 1
and 2 of the Arbitration Act 1996.
2. The parties must always act in good faith and co-operate with each
other to promptly resolve any dispute.
3. The arbitrator will fix the procedures and time frames for the
arbitration if the parties cannot agree.
4. The parties must continue to comply with their obligations under this
Agreement during the dispute resolution process.
5. This clause will not apply to:
1. a dispute arising in connection with any attempted re-negotiation
of this Agreement; or
1. any application by either party for urgent interlocutory relief.
6. If the parties cannot resolve the dispute by the procedure set out
above, the parties shall irrevocably submit to the exclusive
jurisdiction of the courts of New Zealand for the purposes of hearing
and determining any dispute arising out of this Agreement.
7. Each party recognises that the other party's business relies upon the
protection of its Intellectual Property Rights and that in the event
of a breach of Intellectual Property Rights, the other party will be
caused irreparable damage and such other party may therefore be
entitled to injunctive or other equitable relief in order to prevent
a breach or threatened breach of its Intellectual Property Rights.
8. Notwithstanding clause 31.1 to 31.7 and clause 31.9, the parties
agree that:
1. the Licensor shall have the right to sue to recover any amounts
owing to it in any jurisdiction in which the Licensee is operating
or has assets; and
1. in the event of any breach or potential breach of its Intellectual
Property Rights the Licensor shall have the right to sue for breach
of its Intellectual Property Rights (whether in connection with
this Agreement or otherwise) in any country where it believes that
infringement or a breach or potential infringement or breach of
this Agreement relating to its Intellectual Property Rights is or
is likely to take place.
SCHEDULE 1
Specification and Functionality
Goal
Provide a framework for constructing, displaying, and interacting with
user interfaces in a C++ application.
Overview
Interfaces are defined in Rocket Markup Language (RML), a format based on
HTML, and Rocket Cascading Style Sheets (RCSS), a format based on CSS. The
RML specifies the content of the interfaces, the RCSS specifies how the
content will be displayed.
Based on the rules specified in the RCSS, each document (which is roughly
equivalent to a webpage in web terminology, or a window in desktop
terminology) has its child elements automatically laid out. The layout
engine will detect when changes occur to the content or styling and
re-layout when necessary.
Elements have event hooks which can be used to send events back to the
application.
Templates for documents can be created from an RML file. New documents can
read from the template and add their own content.
Dynamic data can be handled by a datagrid or a dataselect, by fetching
their contents from a data source and automatically respond to any changes
in the data.
LibRocket's functionality can be extended by creating custom decorators to
render elements in a specific way, by creating a custom element, by taking
advantage of hooks in the XML parser, or by setting custom logging, file,
render and system handlers.
A visual run-time debugger is provided with LibRocket.
References
Visible links
1. mailto:[email protected]
2. http://librocket.com/
3. http://www.librocket.com/
4. http://www.boost.org/
