1. License. Merge OEM hereby grants to you a non-exclusive, non-transferable license to install and use the Code for the purpose of [insert brief description]. Merge OEM reserves all right, title and interest in and to the Code not expressly granted herein.
2. Use Restrictions. You may not use the Code for any commercial purpose except as expressly provided for herein. You may not sell, sub-license, rent, lease, lend, assign or otherwise transfer, duplicate or otherwise reproduce, directly or indirectly, the Code in whole or in part. Merge OEM may terminate this Agreement immediately upon notice to Customer.
3. Disclaimer of Warranty. YOU ACKNOWLEDGE THAT THE CODE IS PROVIDED “AS IS” AND MERGE OEM EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY FORM OF WARRANTY THAT OPERATION OF THE CODE WILL BE ERROR-FREE.
4. Limitation of Liability. YOU ACNOWLEDGE THAT IN NO EVENT SHALL MERGE OEM OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DAMAGES ARISING OUT OF USE OF THE CODE OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ANY CLAIM FOR SUCH RECOVERY IS BASED ON THEORIES OF CONTRACT, NEGLIGENCE, OR TORT (INCLUDING STRICT LIABILITY) AND EVEN IF MERGE OEM HAS KNOWLEDGE OF THE POSSIBILITY OF POTENTIAL LOSS OR DAMAGE.
5. Governing Law. This Agreement shall be governed by the laws of the Province of Ontario, and the federal laws of Canada applicable therein, without regard to conflicts of law provisions, and Customer hereby consents to the exclusive jurisdiction of the courts in the Province of Ontario.
6. General. This Agreement shall constitute the complete and exclusive agreement between Merge OEM and you concerning the subject matter described herein and supercedes all prior understandings or agreements, whether written or oral, regarding such subject matter. This Agreement may not be assigned without Merge OEM’s express written consent. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. No failure or delay on the part of Merge OEM to exercise any right, or remedy will preclude any other or further exercise of any right or remedy. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. The provisions of this Agreement which by their nature should survive, shall survive termination of this Agreement.