No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection this CERTIFICATE may be brought more than six months after the cause of action has occurred.
Termination.
SCALI has the right to terminate this CERTIFICATE with immediate effect if the LICENSEE breaches or is in default of any obligation hereunder which default is incapable of cure or which, being capable of cure, has not been cured within fifteen (15) days after receipt of notice of such default (or such additional cure period as the
SCALI may terminate this CERTIFICATE with immediate effect by written notice to the LICENSEE and may regard the LICENSEE as in default of this CERTIFICATE, if the LICENSEE substantially breaches the CERTIFICATE, becomes insolvent, makes a general assignment for the benefit of its creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under the bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. In the event that any of the above events occur, the LICENSEE shall immediately notify SCALI of its occurrence.
In the event that either party is unable to perform any of its obligations under this CERTIFICATE or to enjoy any of its benefits because of (or if loss of the Services is caused by) natural disaster, action or decreed or governmental bodies or communication line failure not the fault of the affected party (normally and hereinafter referred to as a “FORCE MAJEURE EVENT”) the party who has been so affected shall immediately give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this CERTIFICATE shall be immediately suspended. If the period of non- performance exceeds
In the event that this CERTIFICATE is terminated for any reason the LICENSEE shall destroy all data, materials, and other properties of SCALI then in its possession, provided as a consequence of this CERTIFICATE, hereunder but not limited to SCALI SOFTWARE, copies of the software, adaptations and merged portions in any form.
Proprietary Information
The LICENSEE acknowledges that all information concerning SCALI that is not generally known to the public is “CONFIDENTIAL AND PROPRIETARY INFORMATION”. THE LICENSEE agrees that it will not permit the duplication, use or disclosure of any such CONFIDENTIAL AND PROPRIETARY INFORMATION to any person (other than its own employees who must have such information for the performance of their obligations under this CERTIFICATE), unless authorized in writing by SCALI.
These confidentiality obligations survive the expiration, termination or transfer of this Certificate, independent of the cause for such expiration, termination or transfer.
Miscellaneous
The Headings and Clauses of this CERTIFICATE are intended for convenience only and shall in no way affect their interpretation. Words importing natural persons shall include bodies corporate and other legal personae and vice versa. Any particular gender shall mean the other gender, and
All remedies available to either party for the breach of this CERTIFICATE are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.
Any invalidity, in whole or in part, of any of the provisions of this CERTIFICATE shall not affect the validity of any other of its provisions.
Any notice or other communication hereunder shall be in writing.
Scali MPI Connect Release 4.4 - Users Guide | viii |