DEVELOPER LICENSE AGREEMENT
This DEVELOPER LICENSE AGREEMENT (the "License") contains the terms and conditions that govern your
access to, and/or download, installation, and/or use of, the API (as defined below).
You agree to be bound by this License through: (i) your download, installation, access, or use of
the API; or (ii) your express agreement to this License, including, without limitation, when an
"Accept" or similar button, and/or a check box presented with this License is clicked and/or
checked by you, or through an Order.
You, as the individual downloading, installing, accessing, or using the API, or clicking and/or
checking the aforementioned buttons and/or boxes, represent and warrant that you are lawfully able
to enter into contracts (e.g. you are not a minor). If you are entering into this License on behalf
of a legal entity, for example, the company or organization you work for, or, if you are agreeing
on behalf of a customer or client, you represent to us that you have legal authority to bind such
legal entity. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE (OR YOU DO NOT HAVE THE
LEGAL AUTHORITY TO ENTER INTO CONTRACTS OR TO BIND THE LEGAL ENTITY ON WHOSE BEHALF YOU ARE
PROVIDING SUCH ACCEPTANCE), YOU SHALL NOT ACCESS, USE, DOWNLOAD, OR INSTALL THE API. CONTINUED
RIGHT TO ACCESS AND USE THE API IS CONTINGENT ON YOUR (OR THE LEGAL ENTITY ON WHOSE BEHALF YOU ARE
PROVIDING ACCEPTANCE) CONTINUED COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LICENSE.
This License is between Licensee (as defined below) and (i) Entrust, Inc., if Licensee is located
in the United States; (ii) Entrust (Europe) Limited, if Licensee is located in Europe, the Middle
East, or Africa; or (iii) Entrust Limited, if Licensee is located in any other jurisdiction (as
applicable, "Entrust").
1. Definitions. Terms not otherwise defined in this License shall have the meanings set forth in
Section 1 below whenever used in this License.
1.1. "Affiliates" means, with respect to Entrust, any subsidiary of Entrust Corporation, and, with
respect to Licensee, any corporation or other entity that is directly or indirectly controlled by
Licensee either through ownership of fifty percent (50%) or more of the voting rights for the board
of directors or other mechanism of control.
1.2. "API" means an application programming interface and any accompanying or related source code,
software development kits (SDKs), Specifications, Runtime Components, executable applications and
other sample code, materials, updates, or related documentation made available by Entrust.
1.3. "Licensee" means the individual downloading, installing, accessing or using the API. If such
individual is entering into this License on behalf of a company, organization, institution, or
other such legal entity, the "Licensee" refers to such company, organization, institution, or other
such legal entity as well.
1.4. "Licensee Application" means the software application created by Licensee using the API.
1.5. "Order" means (i) a Licensee-issued purchase order (excluding any terms and conditions
thereon) that refers to a valid Entrust quote for the API, and incorporates this License; (ii) an
electronic order submitted via Entrust's online portal which facilitates transactions over the
Internet; or (iii) an order acknowledgement issued by Entrust and signed by or on behalf of
Licensee.
1.6. "Runtime Component(s)" means the byte code files that must be linked to or included in order
to allow Licensee Application to use the capabilities described in the API.
1.7. "Specification" means a set of application programming interfaces including documentation
which are published in order to enable applications to communicate with a specified Entrust product
or service.
2. API License. 2.1. Grant of Development License. Subject to Licensee's compliance with the
License, Entrust hereby grants Licensee a personal, limited, non-exclusive, non-transferable, non-
sub-licensable license to download, install, and use the API solely to develop, test and support,
in accordance with the API documentation, a Licensee Application that is interoperable with the
Entrust product or service specified in the API documentation.
2.2. Grant of Distribution License. Subject to Licensee's compliance with the License, Entrust
hereby grants Licensee a personal, limited, non-exclusive, non-transferable, non-sub-licensable
license to distribute the Specification and Runtime Component solely in combination or as
automatically incorporated with the Licensee Application and solely to interoperate with Entrust
technology through the API ("Permitted Use").
2.3. Restrictions. Licensee agrees not to: (i) reverse engineer, disassemble, reverse translate,
decompile, in any other manner decode, or create a subset, superset or other derivative of, the
API, except to the extent that the foregoing restriction is expressly prohibited by applicable law
notwithstanding a contractual obligation to the contrary; (ii) host, time-share, rent, lease, sell,
license, sublicense, assign, distribute or otherwise transfer or allow third parties to exploit any
component of the API, except as provided in the License; (iii) use the API for service bureau or
time-sharing purposes; (iv) grant a security interest in the API, in whole or in part; (v) modify
the API or any parts thereof except as provided in the License or API documentation; (vi) create
Licensee Applications that link statically to the Runtime Component(s) except as specifically
permitted in the API documentation; (vii) distribute the API, Specification or the Runtime
Component as a stand-alone product; (viii) attempt to circumvent or disable any restriction or
entitlement mechanism that is present or embedded in any component of the API; (ix) provide access
credential information used with the API to any third party; (x) share non-public API features or
content with any third party; (xi) access the API in order to build or benchmark against a
competitive product or service, or to build a product using similar ideas, features, functions as
the API; (xii) use the API to send or store infringing or unlawful material or viruses, worms, time
bombs, Trojan horses and other harmful or malicious codes, files, scripts, agents or programs; (
xiii) use the API with an Entrust product or service other than that or those specified in the API
documentation; (xiv) attempt to gain unauthorized access to, or disrupt the integrity or
performance of, the API or the data contained therein; or (xv) use the API other than in accordance
with the License and in compliance with all applicable laws, rules or regulations.
2.4. High Risk Applications. Licensee may not use, or authorize others to use, any part of the API
in any application in which the failure of the API could lead to death, personal injury or severe
physical or property damage ("High-Risk Applications"), including the monitoring, operation or
control of nuclear facilities, mass transit systems, aircraft navigation or aircraft communication
systems, air traffic control, weapon systems and direct life support machines. Entrust expressly
disclaims any express or implied warranty of fitness for High Risk Applications. Licensee will not
use or allow the use of Licensee Application for any purpose listed in this Section (High Risk
Licensee Applications) and any attempt to do so will be at Licensee's own risk.
2.5. Licensee Application. 2.5.1. The Licensee Application may only use the Specification and
incorporate the Runtime Component in the manner prescribed by Entrust in the API documentation, for
the Permitted Use. 2.5.2. Licensee will be responsible for and bear all expenses (including taxes
and duties) related to obtaining, distributing and supporting the Licensee Application. Licensee
will assume all costs and obligations involved with use of the API (including any evaluation use
for developing, manufacturing, marketing and distributing the Licensee Application), including any
commissions and all sales, property, excise, duties, withholding and other federal and local taxes.
Licensee acknowledges that Licensee is responsible for and will enter into all necessary
certifications and third party licenses required to develop, sublicense and distribute the Licensee
Application. Without limiting the generality of the foregoing, Licensee is responsible for
entering into any and all development licenses required to enable development, compilation and/or
use of the features or functionality of the API on or for any device. Licensee further
acknowledges that Entrust has no control over the availability, features or functionality of such
development or distribution mechanisms or how Licensee Application will work or depend on them.
2.5.3. Licensee is fully responsible for ensuring that the Specification and Runtime Component, to
the extent combined or automatically incorporated with the Licensee Application, are only used (by
Licensee itself, its personnel and contractors, and any third parties) for the Permitted Use. If
the Licensee Application is licensed or distributed to third parties (rather than only used by
Licensee and its personnel), such distribution or licensing of a Licensee Application will be
pursuant to a written agreement that covers the Licensee Application, the Specification, and the
Runtime Component ("End User License"). Licensee agrees to enforce Entrust's rights under the End
User License in the same manner and to the same extent as Licensee enforces Licensee's own rights
thereunder or to allow Entrust to do so, at Entrust's sole discretion, by making Entrust a third
party beneficiary thereto. The End User License must (i) only permit the internal, non-exclusive,
non-transferable, and non-sub-licensable use of the Specification and Runtime Component, in
combination with the Licensee Application, (ii) prohibit decompiling, reverse engineering or
modification of the Runtime Component (except as and only to the extent any foregoing restriction
is prohibited by applicable law), and (iii) disclaim, to the extent permitted by law, any liability
or damages of Entrust (including its Affiliates, licensors and suppliers) to end users and other
third parties. Licensee will not make any representations and/or warranties on behalf of Entrust,
whether express, implied, or otherwise, including, without limitation, warranties of
merchantability, fitness for a particular purpose, satisfactory quality, title, or non-
infringement. Such End User License may be entered into by way of click-through means, provided
that no other agreement purports to override the terms of the End User License or otherwise apply
to the Specification and Runtime Component.
2.6. Ancillary Software. Versions of certain third-party open source software (including libraries
and redistributable files) may be embedded in, delivered with or automatically downloaded as part
of any API ( "Ancillary Software"). If a separate license agreement pertaining to the Ancillary
Software is embedded or provided with the API, then the Ancillary Software is subject to the
applicable separate license agreement pertaining to the Ancillary Software. Upon request, Entrust
will provide Licensee with a complete list of Ancillary Software and corresponding licenses, which
list shall be deemed Entrust Confidential Information. Entrust does not make any representations or
provide any warranties or conditions in respect to the Ancillary Software. Any Ancillary Software
included with or embedded in the API may be used only with the applicable API, unless otherwise
permitted in the applicable agreement accompanying such Ancillary Software. Licensee may not use,
link or integrate the API such that any part of it becomes subject to an open source license.
3. No Other Rights Granted. The rights granted under the License are only as expressly set forth
in the License. No other right or interest is or will be deemed to be granted, whether by
implication, estoppel, inference or otherwise, by or as a result of the License or any conduct of
either party under the License. Entrust and its licensors expressly retain all ownership rights,
title, and interest in the API and any other products and services provided by Entrust (including
any modifications, enhancements and derivative works thereof). Any permitted copy of all or part of
any item provided to Licensee must include all copyright notices, restricted rights legends,
proprietary markings and the like exactly as they appear on the copy delivered by Entrust to
Licensee.
4. Price. Licensee will pay the costs and fees for the API, if any, as set out in an applicable
Order. All fees are non-cancellable and non-refundable. All amounts due under the License to
Entrust must be paid to the Entrust Affiliate that issued the applicable invoice. Except as
otherwise stated in the applicable Order, fees will be invoiced at the beginning of the License
term, and Licensee will pay all amounts payable under the License within thirty (30) days of the
date of the invoice, without setoff or counterclaim, and without any deduction or withholding.
Licensee will be responsible for any taxes (other than taxes based on Entrust's net income), fees,
duties, or other similar governmental charge. Should any taxes be due, Licensee will pay such
taxes. Notwithstanding any of the foregoing, if Licensee has purchased through an Entrust
authorized reseller then the terms relating to fees and taxes will be those terms established
between Licensee and such reseller instead of those set out above.
5. Support. Entrust may, at its sole discretion, update, modify or provide technical support for
the API; however, Licensee understands and acknowledges that this License does not create any
obligation on the part of Entrust to update, modify or provide technical support for the API.
6. Feedback. "Feedback" refers to Licensee's suggestions, comments, or other feedback about the API
or other Entrust products and services. Even if designated as confidential, Feedback will not be
subject to any confidentiality obligations binding Entrust. Licensee hereby agrees that Entrust
will own all Feedback and all associated intellectual property rights in or to Feedback, and
Licensee hereby assigns to Entrust all of Licensee's right, title, and interest thereto, including
without limitation intellectual property rights.
7. Confidential Information. 7.1. Definitions; Exclusions. In this Section (Confidential
Information), "Discloser" means the party that discloses Confidential Information (defined below),
and "Recipient" means the party that receives it. "Confidential Information" means any business,
technical, financial, or other information, however conveyed or presented to the Recipient, that is
clearly designated by the Discloser as being confidential or that ought reasonably to be considered
confidential by the Recipient, including all information derived by the Recipient from any such
information. Entrust's Confidential Information shall include the API (including, without
limitation, all improvement, derivatives, modifications and the like). Confidential Information
does not include any information that: (i) was lawfully known by Recipient prior to disclosure; (
ii) was lawfully in the public domain prior to its disclosure, or becomes publicly available other
than through a breach of the License; (iii) was disclosed to Recipient by a third party without a
duty of confidentiality to the Discloser; or (iv) is independently developed by Recipient without
reference to Discloser's Confidential Information. 7.2. Nondisclosure. If Confidential
Information is disclosed or received by an Affiliate of a party, it is deemed to have been
disclosed or received by the party itself. The Recipient will use all Confidential Information it
receives only for the purpose of exercising its rights and fulfilling its obligations under the
License. Recipient will treat such Confidential Information with the same degree of care against
unauthorized use or disclosure that it affords to its own information of a similar nature, but no
less than reasonable degree of care. Recipient will not remove or destroy any proprietary or
confidential legends or markings placed upon any documents or other materials. Recipient will only
disclose Discloser's Confidential Information to Recipient's and its Affiliates' personnel and
agents with a need to know ("Recipient Agents"). Recipient shall be responsible for ensuring
Recipient Agents comply with the confidentiality obligations of this Section (Confidential
Information) and any acts or omissions of a Recipient Agent in breach of the terms and conditions
of this Section (Confidential Information) shall be considered the acts or omissions of the
Recipient. If Recipient is compelled pursuant to legal, judicial, or administrative proceedings,
or otherwise required by law, to disclose Confidential Information of the Discloser, Recipient will
use reasonable efforts to seek confidential treatment for such Confidential Information, and, if
and as permitted by law, will provide prior notice to the Discloser to allow the Discloser to seek
protective or other court orders. 7.3. Injunction. Recipient agrees that its breach of this
Section (Confidential Information) may cause Discloser irreparable injury, for which monetary
damages may not provide adequate compensation, and that in addition to any other remedy, Discloser
may be entitled to injunctive relief against such breach or threatened breach.
8. Disclaimer.The API are provided "AS IS", and Entrust and its Affiliates, licensors and suppliers
disclaim any and all representations, conditions or warranties of any kind, express or implied,
including warranties of non-infringement, title, merchantability or fitness for a purpose,
satisfactory quality, or any representations, conditions or warranties implied by statute, course
of dealing, course of performance, or usage or trade. Entrust makes no representations, conditions
or warranties regarding any third party product or service, including those with which any API may
interoperate. Entrust makes no representations, conditions or warranties that any API will perform
without interruption or error.
9. Indemnity.Licensee agrees to defend, indemnify and hold harmless, Entrust against any and all
third party claims, demands, suits or proceedings, fines, costs, damages, losses, settlement fees,
and expenses (including investigation costs and attorney fees and disbursements) arising out of or
related to: (i) Licensee's use of the API; (ii) the Licensee Application; (iii) Licensee's
distribution of the Specification and Runtime Component as part of the Licensee Application; (iv)
any warranty, condition, representation or indemnity granted by Licensee for the Licensee
Application; (v) infringement or misappropriation by the Licensee Application of any intellectual
property rights; or (vi) Licensee's failure to meet its obligations under Section 2.5 (Licensee
Application) or 9.2 (Compliance with Laws) (each of (i)-(vi), a "Claim"). The obligations of the
Licensee pursuant to this Section (Indemnity) only apply if Entrust: (i) provides Licensee with
prompt written notice of the Claim, provided that failure by Entrust to provide prompt notice will
relieve Licensee of its obligations only to the extent that Licensee was actually and materially
prejudiced by such failure, (ii) gives Licensee the exclusive right to control and direct the
investigation and defense of such Claim, including appeals, negotiations, and any settlement or
compromise thereof; provided that Entrust will have the right to reject any settlement or
compromise that requires that it admit wrongdoing or liability or that subjects it to any ongoing
affirmative obligations; (iii) has not compromised or settled the Claim; and (iv) agrees to
cooperate and provide reasonable assistance (at Licensee's sole expense) in the defense. Entrust
may participate in the defense of any Claim for which it is indemnified under this Section (
Indemnity) at its sole expense.
10. Liability. In this Section (Liability), "Entrust" will be deemed to mean Entrust Corporation,
its Affiliates, and their respective suppliers, licensors, resellers, distributors, subcontractors,
directors, officers, and personnel. In no event will Entrust be liable for, and Licensee waives
any right it may have to, any consequential, indirect, special, incidental, punitive or exemplary
damages or for any loss of business, opportunities, revenues, profits, savings, goodwill,
reputation, customers, use, or data, or costs of reprocurement or business interruption. In no
event will Entrust's total aggregate liability arising out of or related to the License exceed the
greater of the fees paid or payable by Licensee to Entrust under this License for the twelve months
prior to the first event giving rise to liability, or five hundred U.S. dollars (US$500.00). The
exclusions and limits in this Section (Liability) apply: (i) regardless of the form of action,
whether in contract (including fundamental breach), tort (including negligence), warranty,
indemnity, breach of statutory duty, misrepresentation, strict liability, strict product liability,
or otherwise; (ii) on an aggregate basis, regardless of the number of claims, transactions, digital
signatures or certificates; (iii) even if the possibility of the damages in question was known or
communicated in advance and even if such damages were foreseeable; and (iv) even if the remedies
fail of their essential purpose. Licensee acknowledges that Entrust has entered into the License
in reliance on the limitations and exclusions in this Section (Liability), which form an essential
basis of the License. Notwithstanding anything to the contrary in this Section (Liability) or
elsewhere in the License, to the extent required by applicable law Entrust neither excludes nor
limits its liability for: death or bodily injury caused by its own negligence; its own fraud or
fraudulent misrepresentation; or other matters for which liability cannot be excluded or limited
under applicable law.
11. Term and Termination. This License is effective upon Licensee's first access to, and/or
download, installation, and/or use of, the API and shall continue in effect until terminated as set
forth herein. Either party may terminate this License for any reason or no reason on thirty (30)
days prior written notice. Either party may terminate this License immediately if the other party: (
i) fails to correct a material breach of this License within thirty (30) days after receipt of
notice thereof, (ii) files a bankruptcy petition or has such a petition filed involuntarily against
it, becomes insolvent, makes a material change of ownership, makes an assignment for the benefit of
creditors, consents to the appointment of a trustee, or if bankruptcy, reorganization or insolvency
proceedings are instituted by or against it, or (iii) is in breach of any payment obligation or
infringes the intellectual property rights of the terminating party. Immediately upon termination
of this License, all licenses granted to Licensee herein terminate and Licensee shall destroy all
its copies of the API. No termination of this License will impair or affect copies of Licensee
Application distributed by Licensee to end users in compliance with the License prior to the
effective date of termination. Termination is without prejudice to any right or remedy that may
have accrued or be accruing to either party prior to termination. Any provision of the License
which contemplates or requires performance after the termination of the License or that must
survive to fulfill its essential purpose, including the terms of this Section (Effects of
Termination), confidentiality, warranty disclaimers, indemnities, liability, and compliance with
laws, will survive the termination and continue in full force and effect until completely
performed.
12. Compliance with Applicable Laws. Licensee will comply in all respects with any and all
applicable laws, rules and regulations and obtain all permits, licenses and authorizations or
certificates that may be required in connection with Licensee's exercise of its rights and
obligations under any part of this License. Without limiting the foregoing, Licensee will comply
with all applicable trade control laws, including but not limited to any sanctions or trade
controls of the European Union ("E.U."), Canada, the United Kingdom ("U.K."), and United Nations (
"U.N."); the Export Administration Regulations administered by the U.S. Department of Commerce's
Bureau of Industry and Security; U.S. sanctions regulations administered by the U.S. Treasury
Department's Office of Foreign Assets Control ("OFAC"); or on the U.S. Department of Commerce
Entities List ("Entities List"); and any import or export licenses required pursuant to any of the
foregoing; and all applicable anti-money laundering laws, including the U.S. Bank Secrecy Act,
Money Laundering Control Act, and Patriot Act, the Canadian Proceeds of Crime (Money Laundering)
and Terrorist Financing Act, the U.K. Proceeds of Crime Act, and legislation implementing the
International Convention on the Suppression of the Financing of Terrorism or the money laundering
provisions of the U.N. transnational Organized Crime Convention. Licensee represents and warrants
that: (i) Licensee is not located in, under the control of, or a national or resident of any
country to which the export of any software or technology licensed under the License, or related
information, would be prohibited by the applicable laws, rules or regulations of the U.S., Canada,
U.K., E.U., or other applicable jurisdiction; (ii) Licensee is not a person or entity to whom the
export of any software or technology licensed under the License, or related information, would be
prohibited by the laws of the U.S., Canada, U.K., E.U., or other applicable jurisdiction; (iii)
Licensee has and will comply with applicable laws, rules and regulations of the U.S., Canada, U.K.,
E.U., or other applicable jurisdiction(s) and of any state, province, or locality or applicable
jurisdiction governing exports of any product or service provided by or through Entrust, and will
conduct appropriate due diligence on all End Users to ensure transactions with them comply with
same;(iv) Licensee will not use the API for any purposes prohibited by applicable laws, rules or
regulations on trade controls, including related to nuclear, chemical, or biological weapons
proliferation, arms trading, or in furtherance of terrorist financing; (v) neither Licensee nor any
of its affiliates, officers, directors, or employees is (a) a person listed on, or directly or
indirectly owned or controlled by, a person (whether legal or natural) listed on, or acting on
behalf of a person listed on, any U.S, Canadian, E.U., U.K., or U.N. sanctions list, including
OFAC's list of Specially Designated Nationals or the Entities List; or (b) located in, incorporated
under the laws of, or owned (meaning 50% or greater ownership interest) or otherwise, directly or
indirectly, controlled by, or acting on behalf of, a person located in, residing in, or organized
under the laws of Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine (each of (a) and (
b), a "Denied Party", as such list may be updated at https://www.entrust.com/legal-
compliance/denied-parties); and (vi) Licensee is legally distinct from, and not an agent of any
Denied Party. In the event any of the above representations and warranties is incorrect or Licensee
engages in any conduct that is contrary to sanctions or trade controls or other applicable laws,
regulations, or rules, any agreements, purchase orders, performance of services, or other
contractual obligations of Entrust are immediately terminated.
13. Third-Party Beneficiaries. Licensee hereby acknowledges that there may be third-party
beneficiaries to the License. To the extent that the License contains provisions that relate to
the API in which such third-parties have an interest, such provisions are made expressly for the
benefit of such third-party beneficiaries and are enforceable by such third-party beneficiaries in
addition to being enforceable by Entrust.
14. U.S. Government End-Users. Any software and documentation provided under the License are
commercial items, as that term is defined in 48 CFR 2.101, consisting of commercial computer
software and commercial computer software documentation, as those terms are used in 48 CFR 12.212.
If software or documentation is acquired by or on behalf of the U.S. government or by a U.S.
government contractor (including without limitation prime contractors and subcontractors at any
tier), then in accordance with 48 CFR 227.7202-4 (for Department of Defense licenses only) and 48
CFR 12.212 (for licenses with all federal government agencies), the government's rights to such
software and documentation are limited to the commercial rights specifically granted in the
License, as restricted by the License. The rights limited by the preceding sentence include any
rights to reproduce, modify, perform, display, disclose, release, or otherwise use the software or
documentation. This Section (U.S. Government End-Users) does not grant Licensee any rights not
specifically set forth in the License. Licensee shall not remove or deface any restricted rights
notice or other legal notice appearing in any software or documentation or on any associated
packaging or other media. Licensee shall require that its U.S. government users of any software or
documentation agree to and acknowledge the provisions of this Section (U.S. Government End-Users)
in writing.
15. Miscellaneous. Nothing contained in the License will be deemed to constitute either party or
any of its employees, the partner, agent, franchisee, or legal representative of the other party or
to create any fiduciary relationship for any purpose whatsoever. Licensee will not (and has no
right to) assign, sell, transfer, or otherwise dispose of, whether voluntarily, involuntarily, by
operation of law, or otherwise, the License or any right or obligation under the License without
the prior written consent of Entrust. Entrust may, without the consent of Licensee, assign the
License together with all of its rights and obligations under the License to an Affiliate, or as
part of a sale, merger, or other transfer of all or substantially all the assets of the business to
which the License relates. If any provision of this License is held to be unenforceable or
illegal, such decision shall not affect the validity or enforceability of such provisions under
other circumstances or the remaining provisions of this License and such remaining provisions shall
be reformed only to the extent necessary to make them enforceable under such circumstances. The
failure of a party to claim a breach of any term of this License shall not constitute a waiver of
such breach or the right of such party to enforce any subsequent breach of such term. Any disputes
related to the API, as well as the construction, validity, interpretation, enforceability and
performance of the License, and all claims arising out of or related to the License, including tort
claims, shall, (i) if Licensee is located in Canada, be governed by the laws of the Province of
Ontario, Canada, and shall be brought in the provincial or federal courts sitting in Ottawa,
Ontario; (ii) if Licensee is located in Europe, be governed by the laws of England and Wales and
shall be brought in the courts sitting in London, England; and (iii) if Licensee is located
anywhere else in the world, be governed by the laws of the State of Minnesota, United States, and
shall be brought in the federal and state courts located in Hennepin County, Minnesota. Each party
hereby agrees that the applicable courts identified in this Section (Miscellaneous) shall have
personal and exclusive jurisdiction over such disputes. In the event that any matter is brought in
a provincial, state or federal court each party waives any right that such party may have to a jury
trial. To the maximum extent permitted by applicable law, the parties agree that the provisions of
the United Nations Convention on Contracts for the International Sale of Goods, as amended, shall
not apply to the License. The License and items expressly incorporated into any part of the License
form the entire agreement of the parties with respect to the API. All terms and conditions on any
purchase orders, supplier registration forms, supplier code of conduct, or similar document issued
by Licensee shall not amend the terms of the License and will be of no force or effect
notwithstanding any term or statement to the contrary made in such document. Neither party has
entered into the License in reliance upon any representation, warranty, condition or undertaking of
the other party that is not set out or referred to in the License. The definitive version of the
License is written in English. If the License is translated into another language and there is a
conflict between the English version and the translated version, the English language version
controls. If Licensee is located in Quebec, the parties hereby confirm that they have requested
that the License and all related documents be drafted in English; les parties ont exigé que le
présent contrat et tous les documents connexes soient rédigés en anglais. Some versions of the API
which have been designated as localized or country-specific may nonetheless contain certain
components and/or interfaces that are in the English language only. In the License, the words
"including", "include" and "includes" will each be deemed to be followed by the term "without
limitation". The section or other headings in the License are inserted only for convenience and
ease of reference and are not to be considered in the construction or interpretation of any
provision of the License. Any exhibit, document or schedule referred to in the License means such
exhibit or schedule as amended, supplemented and modified from time to time to the extent permitted
by the applicable provisions thereof and by the License. References to any statute or regulation
mean such statute or regulation as amended at the time and includes any successor statute or
regulation.