Software License Agreement - KingswaySoft, Inc. - Package to Automatically Update Dynamics CRM data

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13. TERMINATION Without prejudice to Licensee's payment obligations, Licensee may terminate this Agreement at any time by notifying Licensor. If Licensee fails to comply with the terms and conditions of this Agreement, Licensor may terminate this Agreement and Licensee's right and license to use Software. Upon the termination of this Agreement, Licensee must delete Software from its archives and computer systems, and destroy any and all License Keys or License Niles that Licensor may have issued to Licensee. LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, LICENSOR MAY TAKE ACTIONS SO THAT SOFTWARE NO LONGER OPERATES. UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE FOR REIMBURSING THE PRICE OF THE SOFTWARE OR ANY OTHER DAMAGES. 14. MARKETING Licensee agrees to be identified as a customer of Licensor and that Licensor may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee's business in Licensoe's marketing materials and on Licensor's web site. Licensee hereby grants Licensor a license to use Licensee's name and any of Licensee's trade names and trademarks solely in connection with the rights granted to Licensor pursuant to this marketing section, 15. GENERAL CONDITIONS (a) Entire Agreement. This Agreement, including the Third Party Software agreements, constitutes the entire agreement between the parties concerning Licensee's use of Software, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to Software. No purchase order, other ordering document or any handwritten or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Licensee and Licensor. (b) Reservation of Rights. Licensor reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software. (c) Opportunity to Review. Licensee hereby declares that Licensee has had sufficient opportunity to review this Agreement, understand the content of all of its clauses, negotiate its terms, and seek independent professional legal advice in that respect before entering into it. Consequently, any statutory "form contracts" ("adhesion contracts") regulations shall not be applicable to this Agreement. (d) Severability. If a particular term is not enforceable, the unenforecability of that term will not affect any other terms. (e) No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. (f) Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the Province of Ontario, Canada, without regard to its conflicts of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any legal action or proceeding related to this Agreement shall be instituted in a provincial or federal court located in the Province of Ontario, Canada. Licensor and Licensee agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. Notwithstanding the foregoing, Licensor is entitled to seek immediate injunctive relief in any jurisdiction in the event of any alleged breach of Section 4 and/or to otherwise protect its intellectual property.