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 2.1 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. 2.2 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. 2.3 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: 2.3.1 the standard libRocket software which can be acquired from [3]www.librocket.com; 2.3.2 the Boost Python software which can be acquired from [4]www.boost.org; and 2.3.3 the Python software which can be acquired from www.python.org. 3. Licence Term 3.1 The Licence shall commence on the Commencement Date and shall continue until terminated in accordance with the provisions of this Agreement ("Term"). 3.2 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 4.1 The Support and Maintenance Services shall commence on the Commencement Date and shall continue until the end of the Term. 5. Payment 5.1 In the event that the Licensee uses the Software only for their own personal use or where the Products are distributed for free with no intention of gaining revenue through in-game advertising, subscription fees, or any other method, or used as promotional material, 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. 5.2 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 two hundred and fifty United States dollars ($50.00 USD). 5.3 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: 5.3.1 they are an individual or partnership and not a registered company; 5.3.2 the Project to which the Licence is to apply produces Products that are of a shareware or hobby type nature; and 5.3.3 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. 5.4 In the event that the Licensee incorporates the Software into Products which are sold in any volumes greater than Very Low Volumes the Licensee will be required to pay a Licence Fee of three thousand United States dollars ($250.00 USD). 5.5 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, except for use in the development of the Products prior to distribution. 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. 5.6 The Licensee shall pay the Licence Fee to the Licensor by way of credit card payment in the manner provided for via the Website. 5.7 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. 5.8 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 6.1 The Licensee shall download the Software from the Website. 7. Support and Maintenance Services 7.1 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: 7.1.1 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. 7.1.2 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. 7.2 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. 7.3 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. 7.4 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 8.1 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. 8.2 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. 8.3 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. 8.4 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. 8.5 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 9.1 The Licensee shall operate the Software in accordance with the Specification and Documentation. 10. Restrictions on Alterations 10.1 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. 10.2 The Software within the Licensee's control pursuant to the Licence remains the property of the Licensor in all respects. 11. Security and Control 11.1 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 12.1 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. 12.2 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. 12.3 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 13.1 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. 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. 13.3 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. 13.4 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. 13.5 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. 13.6 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; 13.6.1 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 13.6.2 procure for the Licensee the authority to continue with the use and possession of the infringing or potentially infringing part of the Product Materials. 13.7 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. 13.8 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. 13.9 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: 13.9.1 the claim arises from: a) 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; b) use of the Product Materials in a manner or for a purpose not specifically provided for by this Agreement or authorised by the Licensor; c) modification or alteration of the Product Materials by the Licensee or any third party on behalf of the Licensee; and d) 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 13.9.2 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. 13.10 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 14.1 To the fullest extent permitted at law, the Licensor: 14.1.1 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; 14.1.2 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 14.1.3 does not give any warranty in respect of the Third Party Software. 14.2 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. 14.3 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 15.1 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. 15.2 Clause 15.1 shall not exclude any liability of the first party to the second party which arises from: 15.2.1 wilful misconduct or gross negligence on the part of the first party; 15.2.2 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. 15.3 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. 15.4 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). 15.5 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. 15.6 The parties acknowledge and agree that the limitations contained in this clause 15 are reasonable in the light of all the circumstances. 15.7 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. 15.8 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 16.1 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). 16.2 The Licensee shall not without the prior written consent of the Licensor divulge any part of the Information to any person except: 16.2.1 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; 16.2.2 to such other parties as may be reasonably necessary to enable the Licensee to meet its obligations under this Agreement; 16.2.3 to the Licensee's solicitors, insurers, accountants and auditors; and 16.2.4 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 b) disclose only the minimum Information required to comply with the applicable law or order. 16.3 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. 16.4 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. 16.5 The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of the Licence or this Agreement. 16.6 The Licensor shall be entitled to identify the Licensee as a licensee of the Products in the Licensor's publicity materials. 16.7 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 17.1 Either party may terminate this Agreement immediately by notice in writing to the other if the other: 17.1.1 commits a material breach of this Agreement which is not capable of remedy; or 17.1.2 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 17.1.3 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. 17.2 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. 17.3 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 18.1 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 19.1 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 20.1 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 21.1 The Licensee may not assign or otherwise deal with any of its rights or obligations under this Agreement. 22. Entire Agreement 22.1 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 23.1 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 24.1 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 25.1 The provisions of Schedule 1 shall form part of this Agreement as if set out here. 26. Severance 26.1 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 27.1 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 28.1 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 29.1 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 30.1 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 31.1 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. 31.2 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. 31.3 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. 31.4 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. 31.5 The parties must always act in good faith and co-operate with each other to promptly resolve any dispute. 31.6 The arbitrator will fix the procedures and time frames for the arbitration if the parties cannot agree. 31.7 The parties must continue to comply with their obligations under this Agreement during the dispute resolution process. 31.8 This clause will not apply to: 31.8.1 a dispute arising in connection with any attempted re-negotiation of this Agreement; or 31.8.2 any application by either party for urgent interlocutory relief. 31.9 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. 31.10 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. 31.11 Notwithstanding clause 31.1 to 31.7 and clause 31.9, the parties agree that: 31.11.1 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 31.11.2 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/