Plazmic

Skip to Content

Global Navigation

CONTENT DEVELOPER’S KIT LICENSE AGREEMENT

Plazmic Inc. (“Plazmic”), a subsidiary of Research In Motion Limited (“RIM”), is pleased to make available to You subject to the terms and conditions below:

Your use of the CDK (as defined below) is subject to Your agreement to be bound by the terms of this Content Developer’s Kit LICENSE AGREEMENT (this “Agreement ”) which is a legal agreement between You individually, or if You are authorized to acquire the Content Developer’s Kit on behalf of Your company or another organization, then on behalf of the entity for whose benefit You act (in either case, “You”), and Plazmic. BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE CDK, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THE TERMS OF THIS AGREEMENT, PLEASE CONTACT PLAZMIC AT cdk@plazmic.com. IF, PRIOR TO DOWNLOADING, ACTIVATING OR USING THE CDK, YOU DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO DOWNLOAD, INSTALL OR USE THE CDK. IF YOU HAVE ALREADY DOWNLOADED THE CDK, PROMPTLY DELETE THE CDK.

PART A: GENERAL INFORMATION

PART B: specific terms

I. Definitions

“Application” means software application programs, or portions thereof, developed by You using the BlackBerry Java Development Environment for use of such software application programs, or portions thereof, with BlackBerry Handheld Products, excluding software applications, programs, or portions thereof, developed for BlackBerry Handheld Products that modify, delete, duplicate or replace all or any material part of the email functionality or features of RIM’s and/or any of its affiliate’s proprietary software products.

“Additional Software” has the meaning set out in Part A.

“Authorized User(s)” means any of Your employees, consultants or independent contractors and any other person You authorize to use or to whom You otherwise make available the CDK.

“BlackBerry Handheld Product” means a wireless handheld device manufactured by or on behalf of RIM and/or any of its affiliates.

“CDK” or “Content Developer’s Kit” means all Software (including Distributable Content), information, data, documentation, and other materials, whether tangible or intangible, in whatever form or medium, provided to You at any time either by way of downloading from a website operated by or on behalf of Plazmic or a Plazmic affiliate (including its parent company, RIM) or otherwise provided to You by Plazmic or a Plazmic affiliate for any Content development efforts (unless such materials are expressly provided pursuant to a separate license grant for such materials by Plazmic or its affiliates). The CDK includes without limitation all Software and related documentation and other materials downloaded from the Plazmic website or that of a Plazmic affiliate or that is emailed or otherwise provided to You.

“Content” means graphics, sounds, user interfaces, web pages, themes, information services and any other content developed by You for use with BlackBerry Handheld Products .

“Distributable Content” means those sample Content files provided as part of the CDK which are listed in the COMPONENTREDISTRIBUTION.TXT file.

“License” has the meaning set out in Section II.

“Software” means all software (including programs, tools, libraries and interfaces), including Versions, provided to You by, or otherwise obtained by You from, Plazmic or a Plazmic affiliate for the purposes of developing Content. Unless Plazmic expressly indicates otherwise in writing, the term Software shall not include Third Party Software and Additional Software.

“Third Party Software” means software proprietary to a third party but, unless expressly specified herein, shall not include software licensed by Plazmic from a third party and distributed as an integral part of the Software. Regardless of the terms of any such additional software license for Third Party Software, Plazmic accepts no obligations to You in relation to Third Party Software.

“Versions” means bug fixes, service packs, hot fixes, updates, upgrades, enhancements, modifications, and new releases or versions of the CDK.

II. License and License Restrictions

(a) Subject to the terms and conditions herein, Plazmic grants You a personal, revocable, non-exclusive, royalty free, non-transferable license to install one copy of the CDK on no more than one personal computer and to allow no more than one Authorized User at any one time to use the CDK solely in the manner described in the documentation contained in the CDK and solely for the purposes of developing Content (the “License”). You may not copy the CDK or any portion thereof except as expressly permitted herein. For the purposes of this provision, “copy” shall not include copying of statements and instructions of the CDK or any portion thereof that naturally occurs during normal program execution when used in accordance with and for the purposes described in the user documentation or in the course of making unmodified regular back-ups of the CDK or any portion thereof or of the computer or system on which the CDK is installed, in accordance with industry standard business practices.

(b) You may use the CDK to transcode content from one format into a format that can be displayed on or optimized for display on a BlackBerry Handheld Product, provided You do not use the CDK to: (i) automate the transcoding of any content, or develop any application that can automate the transcoding of content; and/or (ii) offer any service or operate a service bureau that transcodes content from one format into a format that can be displayed on or optimized for display on a BlackBerry Handheld Product.

(c) You may distribute the Content you develop using the CDK provided that, except as expressly permitted herein, or as authorized by officers of Plazmic in writing, You do not directly or indirectly market, rent, distribute, transfer, license, sublicense, sell, or furnish to any third party, all or any part of the CDK or copies of any part thereof, including in conjunction with or as part of Your Content.

(d) The CDK may contain Distributable Content. To the extent that such Distributable Content is provided as part of the CDK, the License includes and You may: (i) use such Distributable Content for the purposes of developing Your Content and/or Applications; and (ii) reproduce and distribute the Distributable Content solely as part of Your Content and/or Applications in accordance with the provisions of paragraph (e) below.

(e) For any Distributable Content You distribute, You must: (i) not distribute the Distributable Content unless it is distributed as part of Your Content and/or Applications; (ii) require users of Your Content and/or Applications that include the Distributable Content to agree to the following minimum license terms applicable to the Distributable Content: (A) a non-exclusive license for the user to use the Distributable Content only on or in conjunction with a BlackBerry Handheld Product; (B) no acquisition by the user of any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright or rights in any confidential information, in or related to the Distributable Content; (C) upon expiration or termination of the user’s license agreement to use Your Content and/or Applications that include the Distributable Content, the user is required to cease all use of the Distributable Content; and (D) Your suppliers, or in any event Plazmic, shall not be liable to users for any damages whatsoever; (iii) not make any warranties related to the Distributable Content on Plazmic’s behalf to users of Your Content and/or Applications that include any Distributable Content; (iv) include the following copyright notice within the source code of Your Application that includes Distributable Content and/or, if applicable, within the source code of Your Content, in the same locations as Your own copyright notice (and if You do not include a copyright notice, then at least on one of the packaging, manuals and “about” box): “Portions copyright © 2002-2007 Plazmic Inc. All rights reserved.”; (v) not alter any copyright or trademark notice in the Distributable Content; and (vi) not provide a separate price for or charge a license fee or royalty for the Distributable Content distinct from the fee You charge for Your Content and/or Your Applications that include the Distributable Content.

III. CDK Versions. Plazmic is under no obligation to provide You with any Versions. However, if Plazmic does provide You with any Versions, such Versions shall be subject to the terms and conditions of this Agreement (including the License) or any other agreement, if any, which accompanies such Versions. You may be required to make payments to Plazmic for the Version.

IV. Use of CDK. You are responsible for all activities with respect to the CDK undertaken by You and/or Your Authorized Users and You will ensure that:

(a) You and Your Authorized Users will only use the CDK in accordance with this Agreement, all applicable laws and regulations, and the documentation provided by Plazmic as part of and for use in conjunction with the CDK;

(b) You and Your Authorized Users will not knowingly, after making such inquiries as a reasonable person in Your or Your Authorized Users’ position would undertake, use the CDK to develop or distribute Your Content and/or any Application that includes the Distributable Content, the use of which in isolation or with any other software or data would, in Plazmic’s judgment, acting reasonably, interfere with, degrade or adversely affect any software, wireless device, system, network or data used by any person, including Plazmic, or otherwise have a detrimental effect upon Plazmic or its affiliates’ or any of their respective customers’ products or services, and You will immediately cease any such activity upon Plazmic delivering notice of same to You; and

(c) You and Your Authorized Users will not use the CDK to develop or distribute any Content which would commit or would facilitate the commission of any crime or other illegal or tortious acts or distribute the Distributable Content with any Application that would do so.

V. Indemnity/Liability. You shall defend, indemnify, and hold harmless Plazmic, Plazmic’s successors, affiliates (including RIM), agents and assigns and their respective directors, officers, employees and independent contractors (each a “Plazmic Indemnified Party”) from any claims, costs, damages, losses, settlement fees, or expenses (including without limitation, attorney fees and disbursements) incurred directly or indirectly by a Plazmic Indemnified Party as a result of Your and/or Your Authorized Users’ breach of this Agreement and/or as a result of any claim, suit, judgment, settlement, or cause of action brought against a Plazmic Indemnified Party: (a) alleging the infringement, violation or misappropriation of any intellectual property right including a patent, design, industrial design, copyright, trade secret or trademark or other proprietary right by: (i) Your or Your Authorized Users’ combination of the CDK or any portion thereof with any hardware, software (other than the Additional Software), or system or service; or (ii) Your Content or the use thereof, or the combination of Your Content with any other Content; or (iii) Your Application that includes Distributable Content or the use thereof, unless such infringement, violation or misappropriation would not have occurred had the Distributable Content not been included in Your Application; or (c) related to or arising from Your or Your Authorized Users’ use of the CDK or use or distribution of Your Content (including Your development of Content) and/or any Application that includes Distributable Content, or any portion thereof. 

VI. Term. This Agreement shall be effective upon Your agreement to be bound by the terms of this Agreement, (as manifested by the conduct described in the preamble above) and shall end upon termination of this Agreement in accordance with the provisions set out herein. Upon the termination of this Agreement, the License shall immediately terminate and You shall promptly stop all use of the CDK and destroy all copies and component parts thereof licensed under this Agreement. Upon request by Plazmic, You shall provide proof of such destruction to Plazmic.

VII. Termination. Any breach of this Agreement could cause Plazmic irreparable harm and You agree that Plazmic may obtain a temporary or permanent injunction against any breach or threatened breach thereof. If You or any Authorized User breaches any provision of this Agreement, Plazmic may terminate this Agreement and the License granted hereunder by delivering notice of termination to You. You will be deemed to be in breach of this Agreement if: (a) You fail to comply with or perform a term or condition herein; or (b) You or any Authorized User interferes with Plazmic’s or its affiliate’s customer service or business operations. Plazmic may also terminate this Agreement if Plazmic is prevented from providing any portion or all of the CDK by any law, regulation, requirement or ruling issued in any form whatsoever by a judicial or other governmental body. Nothing herein shall be construed to require Plazmic to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order preventing Plazmic from providing all or any portion of the CDK. In addition, Plazmic reserves the right to terminate this Agreement immediately for any reason whatsoever, but, unless You are in breach of this Agreement, Plazmic will use commercially reasonable efforts to provide You with thirty (30) days prior written notice of any such termination. Plazmic shall not have any liability to You or Your Authorized Users arising from or related to the termination of this Agreement or the License for any reason. In the event of the termination of this Agreement pursuant to this Section VII, You shall pay to Plazmic all attorney fees, collection fees, and related expenses, expended or incurred by Plazmic in the enforcement of any right or privilege hereunder.

PART C: GENERAL TERMS AND CONDITIONS

  1. Intellectual Property . Neither You nor Your Authorized Users shall acquire any intellectual property rights, including without limitation, patents, designs, trademarks, copyrights or rights in any confidential information or trade-secrets, in or relating to the CDK or any part thereof under this Agreement, other than as expressly licensed hereunder. You also do not acquire any rights in or related to the Additional Software, which is subject to a separate agreement. Any rights not expressly granted herein are reserved by Plazmic. The CDK is only licensed to You as expressly set out herein and it and all associated documentation and other materials and any site(s) which allow You to access any services are protected by Canadian, U.S. and international copyright and patent laws and international treaty provisions. You agree that nothing in this Agreement shall adversely affect any rights or recourse to remedies, including without limitation, injunctive relief that Plazmic may have under any applicable laws relating to the protection of Plazmic’s intellectual property or other rights. You do not have the right to obtain or use any source code for the CDK. You agree that except to the extent that Plazmic is expressly precluded by law from prohibiting You from doing so, You will not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble or Reverse Engineer the CDK, or attempt to do so, or permit, acquiesce, authorize or encourage any other person to do the same. For the purposes of this Agreement, “Reverse Engineer” includes any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including any aspect of “dumping of RAM/ROM or persistent storage”, “cable or wireless link sniffing”, “protocol analysis” or “black box” reverse engineering) data, software (including interfaces and any other data included in or used in conjunction with the programs that may or may not technically be considered software code) or hardware or any method of processing or obtaining and converting any information, data or software from one form into a human-readable form.
  2. Confidentiality. You acknowledge and agree that the CDK was developed at considerable time and expense by Plazmic and is confidential to and contains valuable trade secrets of Plazmic. You agree to maintain the CDK in strict confidence and not to disclose or provide access thereto to any person, except to Authorized Users with a need for access to exercise the License granted hereby. The foregoing restriction shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of Yours. Any combination of the trade secrets or information that forms part of the CDK shall not be deemed to be public merely because individual parts of the CDK are in the public domain, unless the combination itself is in the public domain.
  3. Authorization. You agree that:
  4. You have the right and authority to enter into this Agreement, either on Your own behalf or on behalf of a company or other entity, and You are over the age of majority;
  5. You will ensure that any information that is provided to Plazmic in relation to this Agreement is true, accurate, current and complete; and
  6. You and Your Authorized Users will cooperate with Plazmic and provide information requested by Plazmic to assist Plazmic in investigating or determining whether there has been a breach of this Agreement and provide Plazmic with access to the premises and computers where the CDK is or has been used. You hereby authorize Plazmic to cooperate with: (i) law enforcement authorities in the investigation of suspected criminal violations; and (ii) third parties in investigating acts in violation of this Agreement. Such cooperation may include Plazmic providing Your or Your Authorized Users’ identifying information (including username and IP address, if applicable).
  7. Exclusion of Warranties and Conditions.

BECAUSE Plazmic IS PROVIDING THE CDK AT NO CHARGE, EXCEPT TO THE EXTENT SPECIFICALLY PROHIBITED BY APPLICABLE LAW IN YOUR JURISDICTION, the CDK IS PROVIDED “as is” AND “AS AVAILABLE”. ALL CONDITIONS, ENDORSEMENTS, GUARANTEES, representations OR warranties OF ANY KIND, express or implied, including, BUT WITHOUT LIMITATION, ANY conditions, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES of DURABILITY, fitness for a particular purpose oR USE, merchantability, MERCHANTABLE QUALITY, non-infringement, SATISFACTORY QUALITY OR TITLE ARISING FROM A STATUTE OR CUSTOM OR COURSE OF DEALING OR USAGE OF TRADE, IN RESPECT OF THE CDK ARE HEREBY EXCLUDED. You agree to assume all risks associated with Your use of, OR INABILITY TO USE, the CDK AND THE CONTENT YOU CREATE USING THE CDK. YOU ARE RESPONSIBLE FOR TAKING PRECAUTIONARY MEASURES TO PREVENT THE LOSS OR DESTRUCTION OF YOUR APPLICATIONS, CONTENT, DATA AND DATABASES SUCH AS, FOR EXAMPLE, MAKING REGULAR BACK-UPS AND VERIFYING THE RESULTS OBTAINED FROM USING THE CDK, AND PLAZMIC SHALL HAVE NO OBLIGATIONS OR LIABILITY WHATSOEVER WITH RESPECT TO ANY SUCH LOSS OR DESTRUCTION. Some jurisdictions may not allow the exclusion or limitation of implied warranties and conditions. To the extent permitted by law, any implied warranties or conditions to the extent they cannot be excluded as set out above are limited to a period of ninety (90) days. This paragraph sets out Your sole remedies in respect of any breach of any implied warranties or conditions.

THE PARTIES AGREE THAT THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (“UCITA”) AS ENACTED IN ANY STATE SHALL NOT APPLY TO THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW UCITA IS HEREBY EXCLUDED IN ITS ENTIRETY FROM APPLICATION TO THIS AGREEMENT.

6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION, IN NO EVENT SHALL PLAZMIC, ANY AFFILIATE OF PLAZMIC, NOR ANY DIRECTOR, EMPLOYEE, AGENT, DISTRIBUTOR, SUPPLIER OR INDEPENDENT CONTRACTOR OF PLAZMIC OR OF ANY AFFILIATE OF PLAZMIC (INCLUDING RIM), BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, DAMAGES FOR LOSS OF BUSINESS, PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR CORRUPTION OR LOSS OF DATA, PROBLEMS ASSOCIATED WITH ANY APPLICATIONS USED IN CONJUNCTION WITH THE CDK, COST OF SUBSTITUTE GOODS, OR OTHER PECUNIARY LOSS), ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE CDK OR ANY PORTION THEREOF OR THE CONTENT YOU DEVELOP USING THE CDK, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, EVEN IF PLAZMIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT PLAZMIC IS LIABLE FOR ANY DAMAGES, IN NO EVENT SHALL PLAZMIC BE LIABLE TO YOU FOR ANY DAMAGES THAT EXCEED IN THE AGGREGATE FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR THE CDK, THE SUM OF TWO-HUNDRED AND FIFTY CANADIAN DOLLARS.

PLAZMIC SHALL BE LIABLE TO YOU AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION, THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND OR ACTION BY YOU, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN. THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS AGREEMENT CONSTITUTE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS, YOU ACKNOWLEDGE THAT: (I) THE OTHER TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT; AND (II) PLAZMIC’S ABILITY TO OFFER AND YOUR ABILITY TO ACQUIRE THE CDK UNDER THIS AGREEMENT WOULD BE IMPACTED.

7. Export Restrictions; U.S. Government Rights.

(a) You acknowledge that the CDK may includes encryption software that may be controlled for import, export or purposes under the laws and regulations of the country(ies) and/or territory(ies) in which the CDK is used (“Applicable Law”). You agree not to export, re-export, or assist or facilitate in any manner the export or re-export of, any portion of the CDK: (i) to any country on Canada’s Area Control List; (ii) to any country subject to UN Security Council embargo or action; (iii) contrary to Canada’s Export Control List item 5505; (iv) to countries subject to U.S. economic sanctions and embargoes; and (v) to persons or entities prohibited from receiving U.S. exports or U.S.-origin items. You may contact Plazmic at cdk@plazmic.com for information regarding the foregoing. You hereby represent that (1) to the best of Your knowledge You are eligible to receive the CDK under Applicable Law, (2) You will import, export or re-export the CDK or any portion thereof (including without limitation the Distributable Content) or use the CDK in any country or territory, only in accordance with Applicable Law; and (3) You will ensure that Your and Your Authorized Users’ use of the CDK will be in accordance with the foregoing restrictions.

(b) You agree to the terms and conditions of the Foreign License by importing, exporting, installing, using or copying the CDK in or into any country or territory for which Plazmic has established a Foreign License, or by agreeing to its terms in accordance with the process described in such license. In the event of any inconsistency between this Agreement and any of the terms or conditions of the Foreign License, the Foreign License shall prevail to the extent of the inconsistency.

(c) The CDK is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in DFARS 227.7202 or in FAR 52.227-19, or their successors as applicable. Contractor is Plazmic Inc. c/o Research In Motion Limited, 295 Phillip Street, Waterloo, Ontario, Canada N2L 3W8. You hereby agree to indemnify Plazmic from any claims, judgments, damages, costs (including reasonable lawyers' fees and disbursements) and settlements agreed to by You resulting from Your failure to act in accordance with the certifications and commitments in this Section.

8. Consent to Collection of Information. By submitting personal information, which may include without limitation, Your name, email address, and telephone number, to Plazmic, through Your use or downloading of the CDK, You consent to the collection, use, processing, transmission, and/or disclosure of such information by Plazmic and/or within Plazmic and its affiliated companies (including RIM), for (a) the internal use of Plazmic and its affiliated companies; (b) any purpose related to the provision and/or Your use of the CDK and/or related products and/or services; (c) providing You with Versions and/or upgrades or updates to related products and/or services; (d) any service permitted or required by any applicable law; and/or (e) any of the purposes which are set out in Plazmic’s privacy policy, which may be viewed at http://www.plazmic.com/en/privacy/index.shtml. The collection, use, processing, transmission, and/or disclosure of Your personal information for the purposes noted above are in strict accordance with Plazmic’s privacy policy and applicable privacy laws. Plazmic reserves the right to modify its privacy policy from time to time in its sole discretion and You agree to regularly review Plazmic’s privacy policy for any updated information

9. General.

(a) Assignment and Delegation. Plazmic may assign this Agreement without Your prior written consent and without providing notice to You. You shall not assign this Agreement or Your rights hereunder without Plazmic’s prior written consent (such consent may be withheld or conditioned at our sole discretion) and any assignment without Plazmic’s prior written consent shall be null and void and of no effect. Plazmic may perform all obligations to be performed under this Agreement directly or may have some or all obligations performed by Plazmic’s affiliates, contractors or subcontractors.

(b) Notices. Except as otherwise specifically stated in this Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered in person, by courier or deposited in the mail, postage prepaid, registered mail or its equivalent, return receipt requested, and addressed to You at the address supplied to Plazmic by You, and addressed to Plazmic Inc. c/o Research In Motion Limited at 295 Phillip Street, Waterloo, Ontario, Canada, N2L 3W8, with a copy (which shall not constitute notice) to Vice President, Legal at the same address. In addition to the foregoing, Plazmic may, at its option, give You any notice under this Agreement electronically. Electronic notice to You shall be deemed to have been duly given when transmitted to an address furnished by You to Plazmic.

(c) Nature of Relationship. This Agreement shall not create or be construed as creating a joint venture, co-ownership, partnership, or agency relationship between You and Plazmic. Neither party will have authority to or will hold itself out as having any authority to incur, assume, or create, orally or in writing, any liability, obligation or undertaking of any kind in the name of, or on behalf of, or in any way binding upon, the other.

(d) No Third Party Beneficiaries. Except as otherwise specifically stated in this Agreement, the provisions herein are for the benefit of the parties and not for any other person or entity.

(e) Waivers of Default. Waiver by either party of any default by the other party shall not be deemed a continuing waiver of such default or a waiver of any other default.

(f) Survival. The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof by either or both parties shall so survive the completion of performance or termination of this Agreement.

(g) Governing Law and Dispute Resolution. If You reside in Canada and the CDK is shipped or delivered to You in any format in Canada, this Agreement is to be construed under the laws of the Province of Ontario. Otherwise, this Agreement is to be construed under the laws of the State of New York, excluding any body of law governing conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. You irrevocably waive any objection on the grounds of venue, forum non conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the jurisdiction of the courts located in the Province of Ontario or the State of New York, as the case may be, for any claims arising from or related to this Agreement. You agree not to institute or commence any action or proceeding against Plazmic arising from or related to this Agreement in any jurisdiction other than the Province of Ontario, Canada. The parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.

(h) Remedies. No remedy herein conferred upon Plazmic is intended to be, nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies shall be cumulative.

(i) Severability. If a provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather (unless a failure of consideration would result therefrom) the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of each party shall be construed and enforced accordingly.

(j) Force Majeure. Neither Plazmic nor its affiliates nor any of their respective directors, employees or independent contractors shall be liable for any breach of this Agreement due to any cause beyond their reasonable control.

(k) Language. If this Agreement is translated into a language other than English, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translations thereof. Unless, and only to the extent, prohibited by law in Your jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to this Agreement shall be conducted in the English language, including, without limitation, any correspondence, discovery, submission, filings, pleadings, oral pleadings and arguments, and orders or judgments.

(l) Inconsistency. If there is any inconsistency between this Agreement and any software license or end user agreement provided in connection with any Versions to the CDK, the provisions of such other license or end user agreements shall apply to the extent of the inconsistency.

(m) Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no provisions, representations, undertakings, agreements, or collateral agreements or representations between the parties other than as set out in this Agreement. Further You acknowledge that no statements or representations made by or on behalf of Plazmic have been relied upon by You in agreeing to enter into this Agreement. This Agreement may be amended at any time upon mutual agreement by the parties. Plazmic further reserves the right to make changes to this Agreement by providing You with reasonable notice of any change by either email (as contemplated by the Notice provision above) or by posting notice of the change at www.plazmic.com. If You continue to use the CDK more than sixty (60) days after notice of the change has been given, You shall be deemed to have accepted this change.