Additional Terms
Notices
Any notice or other communication required or permitted under this Agreement shall be in writing and delivered by hand or sent by registered mail or courier, effective on the date of receipt, addressed as follows (which address may be updated by a Party by written notice to the other Party): if to Licensee, at the billing address supplied to Celestica by Licensee and, if to Celestica, addressed to Celestica LLC at 1900-5140 Yonge Street, Toronto, Ontario M2N6L7 Attention: Legal Department. Celestica may also at its option deliver the notice or other communication to Licensee to an e-mail address provided by Licensee to Celestica, which shall be effective and deemed delivered when transmitted.
Compliance with Laws, Export Control and Government Users
Licensee represents, warrants and covenants that it and its Permitted Third Parties shall: (i) comply with all applicable laws, regulations, rules, orders, ordinances and requirements of any government or regulatory authority applicable to use of or access to the Software, including all applicable export control laws and regulations; and ii) not, directly or indirectly, export, re-export, import, allow access to or use the Software to or in any destination, entity, or person prohibited by applicable export control laws and regulations. If any part of the Software is being licensed by the U.S. government, the Software is considered access to commercial computer software and documentation developed exclusively at private expense and the Software is provided as a "commercial item" as that term is defined in FAR 2.101 (and as it is defined and used in all corresponding agency specific Federal Acquisition Regulation supplements) and is provided with only those rights specified in Section 2. Licensee agrees to indemnify and hold Celestica and its Affiliates harmless from and against all claims, liabilities, losses, damages, penalties, fines, costs and expenses (including attorneys' fees and expenses) arising out of or in connection with any breach of this Section.
Injunctive Relief
Notwithstanding anything to the contrary, the Parties agree that Licensee's or any Permitted Third Party's breach of certain terms of this Agreement may cause irreparable harm to Celestica and/or its Affiliates for which damages shall be an inadequate remedy and Celestica may seek injunctive or equitable relief in any court of competent jurisdiction without the requirement of posting a bond, in addition to all other remedies available to it.
No Waiver
The waiver by either Party of any right provided under this Agreement must be in a written document signed by such Party and any waiver shall not constitute a subsequent or continuing waiver of such right or any other right under this Agreement.
Assignment
Celestica may assign this Agreement with notice to Licensee. Licensee shall not assign this Agreement in whole or in part, by operation of law or otherwise, without the prior written consent of Celestica and any assignment in breach of this provision shall be void and of no effect.
Third Party Beneficiaries
The provisions of this Agreement are for the benefit of Licensee and Celestica and not for any other person or entity, whether under statute or otherwise, except for Celestica's Affiliates.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York and each Party irrevocably agrees and submits to the exclusive jurisdiction of these courts and waives any objection thereto on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law. The Parties waive any right that they may have to a jury trial and agree that any legal proceeding under this Agreement shall be tried by a judge without a jury.
Severability
If any section, provision or part thereof of this Agreement is held to be illegal, invalid or unenforceable by a court of competent authority, that section, provision or part shall be limited if possible and only thereafter severed to the extent necessary to render this Agreement valid and enforceable.
Entire Agreement
This Agreement is the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings between the Parties applicable to the Software. Headings are inserted herein for convenience only and do not form part of this Agreement. The use of "include" and "including" in this Agreement is not limiting. This Agreement may be modified only by a written document signed by the Parties. Except to the extent expressly precluded by applicable law, Celestica may also modify this Agreement, including to reflect changes in law or business practices. Notwithstanding Section 9.1, Celestica shall notify Licensee of the change by a reasonable means of notice, including posting the revised Agreement at www.celestica.com/legal and Licensee should regularly visit the site to review the most current version of this Agreement. Licensee agrees that its continued use of the Software after the changes become effective shall constitute Licensee's acceptance of the revised Agreement.