REDISTRIBUTION NOT PERMITTED
IMPORTANT: THIS END-USER LICENSE AGREEMENT (or “EULA”) IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY, OR ORGANIZATION THAT HAS LICENSED THE VORTEX STUDIO SOFTWARE (“YOU” OR “USER”) AND CMLABS SIMULATIONS INC. (“CMLABS”). BY INSTALLING AND USING THE VORTEX STUDIO SOFTWARE (THE “SOFTWARE”), THE USER ACCEPTS THE SOFTWARE AND AGREES TO THE TERMS OF THIS EULA. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. BY INSTALLING AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AS IS AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND USER TO THESE TERMS, THEN YOU MAY NOT AND MUST NOT INSTALL AND/OR USE THE SOFTWARE. COMMERCIAL USE OF THE SOFTWARE IS PROHIBITED UNDER THE TERMS OF THIS EULA AND REQUIRES A FULL SOFTWARE LICENSE THAT MUST BE OBTAINED SEPARATELY FROM CMLABS OR AN AUTHORIZED RESELLER.
THIS EULA SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY CMLABS HEREWITH, REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.
1. DEFINITIONS
As used in this agreement, the following capitalized words have the following meanings, in addition to :
“Academic Institution” means any educational institution such as, but not limited to, a university, college, or high school, as well as libraries.
“Account” means a user account with a unique ID and associated password selected by you from CMLabs, which enables you to download the Licensed Technology and Content under the License.
“Application Tools” means (a) editors and other tools included in the Licensed Technology; (b) any code and modules, including in object code format, whether statically or dynamically linked; and (c) other software that may be used to develop standalone products based on the Licensed Technology.
“CMLabs” means, CMLabs Simulations Inc., 645 Wellington, Suite 301, Montreal, QC, H3C 1T2, Canada.
“CMLabs Trademarks” means the trademarks, service marks, trade names and logos associated with CMLabs, CMLabs training simulators and other intellectual property, and the Vortex Studio Simulation Platform, including without limitation the VORTEX trademark and associated design, and the Vortex Studio trademark.
“Commercial Purposes” means use of software, directly or indirectly, by or in connection with any business, or other undertaking intended for profit, or for any fee, rate, charge or other consideration. Commercial use includes, but is not limited to, development of simulation software for prototyping or for project proposals support; marketing or sales of support for software, mechanisms or services; consulting services; and educational use by non-profit groups.
“Confidential Information” means all business or technical information of CMLabs, whether such information is received, accessed or viewed by the User in writing, visually, electronically or orally. Confidential Information shall include, without limitation, any technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, specifications, procurement requirements, engineering information, samples, computer software (source and object codes), forecasts, identity of or details about actual or potential customers or projects, techniques, inventions, discoveries, know-how and trade secrets.
“Content” means any code, artwork, model, or other content that CMLabs makes available to the User, for use with the Licensed Technology.
“Derivative Works” means code, software or content created or developed by the User from any components of the Software, including, but not limited to: simulation and visualization models, plugins, or other platform extensions.
“Distribute” means to provide or otherwise make available to a third party, or to make its functionality available on a network.
“End-User” means a person licensed or allowed to use a Product developed and made available by a User of the Software.
“Evaluation Version” means a version of the Software provided by CMLabs so identified, to be used solely to review, demonstrate and evaluate the Software, on a trial basis, for a limited time period. The Evaluation Version may have limited features, may lack the ability for the User to save the end product, and will cease operating after a predetermined amount of time, as set by an internal mechanism within such Evaluation Version.
“Edition” means a version of the Software supplied by CMLabs, including but not limited to versions known as: Create, Activate, and Academic. Such specific Editions may have limited features, may lack the ability for the User to use some features, and may be subject to additional license restrictions.
“Feedback” means any feedback or suggestions that the User may elect to provide to CMLabs regarding the Licensed Technology.
“Licensed Technology” means any and all of the Vortex Studio Applications and the Content, including as modified by you under the License.
“Licensed Technology Redistributable” means the Runtimes library.
“Non-Commercial Purposes” means not primarily intended for, or directed towards, commercial advantage or monetary compensation. Non-commercial uses include, but are not limited to: pure research; educational purposes by accredited, non-profit academic institutions; individual study; software evaluation and review by individuals and corporations; and artistic projects that are not marketed or sold.
“Not For Resale (NFR) Version” means a version of the Software, so identified by CMLabs, to be used solely to review and evaluate the Software and for no other purpose whatsoever.
“Product” means any software application or product developed by the User using the Licensed Technology in accordance with the License, or that combines the Licensed Technology with any other software or content, regardless of how much or little of the Licensed Technology is used.
“Run-Time Components” means components of the Software that comprise certain executable software libraries or routines (in machine language), meant to be embedded in software Products created by Users of the Software, by getting compiled therein upon compilation.
“Software” means the CMLabs software program(s) and third party software programs bundled together and made available as VORTEX STUDIO(tm) by CMLabs, as comprising Licensed technology and Content. For purposes hereof, Software shall be deemed to include any corresponding documentation, associated media, printed materials, and online or electronic documentation as may be provided by CMLabs along with the Software itself. Any updates to such Software which you are entitled to receive and that has been provided to you by CMLabs shall also be deemed Software for purposes of this agreement.
“Source Code” means the human readable (code) form of a software program, including all modules it contains, plus any associated interface definition files, scripts used to control compilation, and installation of an executable (object code).
“Third-Party Software” means third-party software components included in the Licensed Technology. A list can be found in the THIRDPARTY_LICENSES document in the main installation folder of the Software once installed.
“User” means an individual user who uses a valid Account to access the Licensed Technology and Content or any component thereof. If you are an individual, “User” mean you. For legal entities, “User” means both the company or other form of legal entity at issue as well as the individual employee or agent through whom such entity is exercising rights under this agreement.
“Version” means any updated or upgraded version of the Licensed Technology or Content that CMLabs chooses to make available to the public.
“Vortex” is a registered trademark of CMLabs in Canada and in the United States of America and a trademark of CMLabs in the rest of the world.
“Vortex Studio Simulation Platform” means the proprietary computer software program known as the Vortex Studio Simulation Platform, including any updates or upgrades as may be made available by CMLabs from time to time.
“You,” “your” or “yourself”, whether or not capitalized in this agreement, means you as an individual or the legal entity exercising rights under this agreement through you. For legal entities, “you,” “your” and “yourself” include any entity that controls, is controlled by, or is under common control with you, where “control” means the power, direct or indirect, to cause the direction or management of the entity in question, whether by contract or otherwise, or ownership of 50% or more of the outstanding shares or beneficial ownership of the entity in question.
2. LICENSE GRANT
CMLabs grants you a revocable, non-exclusive, non-transferable, non-sub-licensable personal license to use, reproduce and display Vortex Studio on your own computer, solely by using the user interface provided by the said software, for any lawful purpose (the “License”), subject to your continued full compliance with the terms of this agreement.
2.1. The Licensed Technology is licensed to you for use by one (1) single end-user, subject to the other terms hereof. The User may store the Licensed Technology on any of the Users computers, but the Licensed Technology cannot be Distributed or shared with others (including any other employees or agents of the User), except through a permitted Distribution as described below.
(2.2) In order to access and download the Licensed Technology and Content, you must set up an Account. You may not and shall not access, obtain or download the Licensed Technology without doing so through your Account. Any access, obtaining or download of the Licensed Technology by the User without doing so through its Account will be deemed not covered by the terms of this License. You may not share or allow others to use your Account. You are responsible for the security of your Account.
(2.3) Under the License, the User may use the Licensed Technology for as long as the User complies with this agreement, subject to possible revocation of the License by CMLabs. If you are a legal entity, references to “you” in this agreement also apply to the end-user in all cases. You are responsible for the End-Users compliance with this agreement.
(2.4) If you are an Academic Institution, your use of the Licensed Technology is not limited to a single end-user. Instead, Academic Institutions may store the Licensed Technology on any of its computers, and may allow all End-Users of those computers to use that Licensed Technology under the terms of the License. However, those End-Users are not authorized under your License to Distribute or sublicense the Licensed Technology in any way, shape or form (including as may be incorporated in a Product as a result of using the Software). As the case may be, any such Distribution or sublicense by a user or end-user requires first obtaining a separate license from CMLabs.
(2.5) The License becomes effective on the date you accept this agreement or install Vortex Studio or any Content, whichever comes first. The License does not grant you any title or ownership in the Licensed Technology.
(2.6) You may only Distribute the Licensed Technology only if and to the extent that you fully comply with the following:
(i) You may Distribute redistributables (cf. Run-Time Components) as part of your Product, if and to the extent such components are included by the Software upon creating your Product and that you so Distribute them solely to End-Users who agree to be bound by a license agreement which explicitly disclaims any representations, warranties, conditions, and liabilities related to the Licensed Technology; and
(ii) You may Distribute an integration of a programming language other than C++ for the Licensed Technology, but if you do, the integration must be Distributed free of charge, permit Distribution in a Product that is made available free of charge on all platforms, and be available in Source Code form (including, but not limited to, any compiler, linker, toolchain, or runtime) to all end-users.
(2.7) Unless otherwise set forth in the documentation relating to such code and/or the Software or in a separate agreement between you and CMLabs, you may modify the Source Code form solely of those portions of software programs that are identified in the accompanying documentation as sample code, sample application code, or tutorials, and then, solely for the purposes of designing, developing and testing Products developed using our Software. However, notwithstanding the foregoing, you may copy and Distribute code identified as sample application code(as modified or unmodified)(Sample Application Code) only if and to the extent that you fully comply with all of the following conditions:
(i) you Distribute with your Product solely the object code obtained from compiling the Sample Application Code, and not the Source Code thereof;
(ii) you do not include the Sample Application Code, as Source Code, in any Product or application designed or used for purposes of application development; and
(iii) you do not use CMLabs name, logos or any other CMLabs Trademarks to identify, market or promote your Product. You agree to indemnify, hold harmless and defend CMLabs from and against any loss, damages, claims or lawsuits, including attorney’s fees that arise or result from the use or distribution of your Product.
(2.8) You may make one (1) copy of the Software, in machine-readable form, solely for backup purposes. As the case may be, you must reproduce on any such copy any and all copyright notices and any other proprietary legends as may be found or displayed on the original copy of the Software. You may not sell nor transfer any copy of the Software made for backup purposes. In addition, you may make copies of the Product, and the associated Run-Time Components, and distribute resulting copies if and to the extent that you fully comply with all of the following conditions:
(i) the CMLabs Run-Time may not be distributed or used other than as bundled with the Output File, as part of your Product,
(ii) you shall require each end-user to which the Product is distributed to agree to be bound by a license agreement which states that no title to, or ownership rights in, the CMLabs Run-Time are transferred and that the Product, including the CMLabs Run-Time, may not and shall not be reverse-compiled, reverse-engineered or disassembled, and
(iii) you shall pay CMLabs the applicable license fee then in effect as to allow any such Distribution, being understood that any such Distribution made without first paying the requisite license fees will be deemed to exceed the license rights granted herein.
(2.9) You agree that CMLabs may audit your use of the Software as to your compliance with these terms, at any time, upon reasonable prior notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this agreement, you shall reimburse CMLabs for all reasonable expenses related to such audit, in addition to any other liabilities you may incur as a result of such non-compliance.
(2.10) Your license rights under this EULA are non-exclusive.
3. LICENSE RESTRICTIONS
(3.1) Other than as set forth in Section 2, you may not make nor Distribute copies of the Software or of any of its components, nor electronically transfer the Software from one computer or device to another, or over a network.
(3.2) Unless otherwise provided herein, you may not and shall NOT:
(i) alter, merge, modify, adapt or translate the Software or any component thereof, nor decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form;
(ii) rent, lease, nor sublicense the Software nor any component thereof;
(iii) sell nor transfer the Software nor any component thereof to a third party, nor sell nor transfer the License nor any license file regarding same, without limiting the generality of the foregoing, including any Evaluation Version and any Not For Resale (NFR) Version;
(iv) modify the Software, nor create nor Distribute any Derivative Works that offer essentially the same features as the Software;
(v) use the Not For Resale (NFR) Version otherwise for the sole purpose of reviewing, demonstrating and evaluating the Software;
(vi) alter the contents of a hard-drive or computer system to enable the use of the Evaluation Version of the Software for an aggregate period in excess of the applicable trial period;
(vii) disclose the results of software performance benchmarks obtained using the Evaluation Version to any third party, without CMLabs’ prior written consent;
(viii) use the Evaluation Version of the Software for a purpose other than the sole purpose of determining whether to purchase a license to a commercial or education version of the Software; nor
(ix) install or use the Evaluation Version of the Software for any Commercial Purpose, including any commercial training purpose.
(3.4) (Intentionaly blank)
(3.6) CMLabs reserves the right to alter or change the make-up of any given Edition of the Software, and the User acknowledges and agrees that the lists of code and modules associated with each Edition may vary, from time to time, at CMLabs sole discretion.
(3.7) The Academic Edition may not be used for, or distributed to any third party for, any Commercial Purposes.
(3.8) You may only use the Not for Resale (NFR) Version of the Software to review, demonstrate and evaluate the Software, and for no other purpose whatsoever.
(3.9) You may not sublicense the Licensed Technology in object code format, nor any Content, except to grant End-Users the ability to use, or to permit your publisher(s) or distributor(s) to market and Distribute, a Product that you Distribute in accordance with this agreement.
(3.10) You may not develop nor Distribute a Product that consists of or contains Content but does not contain and require the Licensed Technology to function and be used as intended.
(3.11) You may not combine, Distribute, or otherwise use the Licensed Technology with any code or other content which is covered by a license that would directly or indirectly require that all or part of the Licensed Technology be governed under any terms other than those of this agreement (a “Non-Compatible License”). Code or content under the following licenses, for example, are prohibited: GNU General Public License (GPL), Lesser GPL (LGPL) (unless you are merely dynamically linking a shared library), or Creative Commons Attribution-ShareAlike License. Code or content under the following licenses, for example, are allowed: BSD License, MIT License, Microsoft Public License, or Apache License. You may not sublicense the Licensed Technology under a Non-Compatible License.
(3.13) You may not engage in any activity with respect to the Licensed Technology, including as incorporated into your Product:
(i) for any gambling-related activities or Products (as defined by law in the jurisdiction of use);
(ii) for operation of facilities, live on-board navigation system or communication systems, traffic control machines, for mission critical systems, or for military use in connection with live combat;
(iii) in violation of any applicable law or regulation;
(iv) that misappropriates any of CMLabs other products or services;
(v) in support of a claim by you or any third party that the Licensed Technology infringes a patent;
(vi) that would have to intent or result of selling or granting a security interest in the Licensed Technology.
(3.14) In the event that you fail to comply with this EULA, CMLabs may terminate the License, in which case you will be required to destroy all copies of the Software then in your possession (with all other rights of both parties and all other provisions of this EULA surviving any such termination).
4. PROPRIETARY RIGHTS
CMLabs and its licensors own all title, ownership rights, interest and intellectual property rights in the Software. You own all rights in the Products you develop under the License, other than the Licensed Technology and Content, and any Third-Party Software. All rights granted to you under this agreement are granted by express license only and not by sale, and all of those rights are limited by the terms of this agreement. No license or other rights will be created hereunder by implication, estoppel, or otherwise. Any attempted sublicense under this agreement that is not consistent with the terms of this agreement will be deemed null and void.
5. NEW VERSIONS AND CONTENT
During the term of your License, from time to time, you may be provided access to future Versions of the Licensed Technology and new Content that CMLabs chooses to make available to you. As the case may be, CMLabs does not have any obligation to make any such new Versions of the Licensed Technology or new Content available to you. CMLabs also does not have any obligation hereunder to continue to make available for access or download any or all Versions of the Licensed Technology or Content. However, any Versions of the Licensed Technology and Content that CMLabs has made available to you, and for which you have accepted any applicable amendment to this agreement, are considered part of the Licensed Technology and may be used under the License (as amended by that amendment).
6. SUPPORT
(6.1) CMLabs does not have any maintenance or support obligations with respect to the Licensed Technology under this agreement. Support resources may be obtained by contacting CMLabs sales (info@cm-labs.com).
(6.2) CMLabs makes no warranty that any User-created Derivative Works or content will function on future versions of the Software.
7. FEEDBACK
(7.1) If you provide CMLabs with any Feedback, CMLabs is free to use such Feedback however it chooses. However, you may continue to freely use any Feedback that you provide to CMLabs.
(7.2) You understand and agree that CMLabs is not required to make any use of any Feedback that you provide. You agree that if CMLabs makes use of your Feedback, CMLabs is not required to credit or compensate you for your contribution, in any manner whatsoever.
(7.3) You represent and warrant that you have sufficient rights in any Feedback that you provide to CMLabs to grant CMLabs and other affected parties the rights described above. This includes but is not limited to intellectual property rights and other proprietary or personal rights.
8. THIRD PARTY SOFTWARE
The Licensed Technology includes Third-Party Software components. If Third-Party Software has separate software license or attribution requirements, the license terms or other attribution requirements for such Third-Party Software components may be found in the installation directory for each engine version. By entering into this agreement and using Third-Party Software, you are accepting the terms of those licenses. In such case, the Third-Party Software terms will govern your use of the Third-Party Software, and in case of any inconsistency, those terms will take precedence over the terms of the License for the Third-Party Software. You agree that the owners of the Third-Party Software are intended third-party beneficiaries to this agreement in relation to your use of Third-Party Software.
9. PROPRIETARY NOTICES, MARKETING AND ATTRIBUTION
(9.1) You agree to retain and reproduce in all copies of the Licensed Technology the copyright, trademark, and other proprietary notices and disclaimers of CMLabs and third parties, as they may appear in the Licensed Technology and the Content.
(9.2) You agree to place the following notices in the credits and documentation for any Product that you elect to make or Distribute (replacing “xxxx” with the (then) current year):
“[Product name] uses CMLabs’ VORTEX STUDIO Simulation Platform. Vortex is a registered trademark of CMLabs Simulations Inc. in Canada and in the United States of America and a trademark elsewhere.”
“Vortex Studio Simulation Platform, (c) Copyright xxxx, CMLabs Simulations Inc. All rights reserved.”
(9.3) This paragraph applies only to the Vortex Studio Academic Edition. A “Powered By Vortex” splash screen will be displayed when the Software’s graphics engine is launched. You may not override, skip or otherwise hide this screen. If you are using your own graphics engine, then a “Powered By Vortex” logo must appear for minimum of three (3) seconds on a splash screen. The logo must be at least 60 pixels tall and 200 pixels wide.
(9.4) This paragraph applies only to the Vortex Studio Academic Edition. You agree that CMLabs may use your name, your Feedback and/or your Content, for the purpose of marketing the Software, including, but not limited to: blog posts, user stories, case studies, white papers, and advertising. You hereby agree to such eventual use of your name and waive your personality rights regarding such use. You hereby grant a full license to CMLabs as to any element of content you may elect to provide to CMLabs, from time to time, and/or your Content, to the fullest extent as may be required to reproduce, publish and reuse such Feedback and Content however CMLabs may see fit.
(9.5) No license or right in the CMLabs Trademarks is granted under this agreement. As the case may be, any and all use of the CMLabs Trademarks will inure to the sole benefit of CMLabs. You agree not to engage in any activity that could tarnish, dilute, or affect the validity or enforceability of the CMLabs Trademarks or cause confusion or diminish any goodwill relating to any CMLabs Trademarks.
10. HARDWARE AND USAGE DATA
(10.1) You acknowledge that the Licensed Technology may collect and send to CMLabs hardware and usage data from Users and End-Users of Products. This functionality is used by CMLabs to improve the Licensed Technology.
(10.2) CMLabs does not access or gather any other information from the host system. Please refer to the CMLabs Website for a list of collected information from the Licensed Technology.
11. EVALUATION OF SOFTWARE
CMLabs may request that you provide it with feedback relating to the performance of the Evaluation Version of the Software and any bugs or errors encountered by you during your evaluation of the Software. In the event that CMLabs so requests, you will promptly provide CMLabs with a complete description of any and all problems or difficulties relating to such Software. Any ideas or suggestions for modifications or enhancements to the Software, as well as all information about the Software’s performance or errors reported by you (“Feedback”) will be the property of CMLabs. You hereby assign all right, title and interest in the Feedback and the related intellectual property rights to CMLabs and agree to assist CMLabs, at CMLabs’ expense, in perfecting and enforcing such rights. Notwithstanding the above, you may use such Feedback for internal evaluation purposes during the term of this agreement.
12. INTELLECTUAL PROPERTY
You agree that you will not make use of, disseminate or in any way disclose the Software or any and all technical and non-technical information including all intellectual property, trade secrets and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, performance testing, software and algorithms related to the Software (“Confidential Information”) to any person, firm or business, except as may be authorized in writing by CMLabs. You shall treat all Confidential Information with the same degree of care as a reasonable business would accord to its own Confidential Information, but in no event less than a reasonable degree of care. No information of any kind shall be disclosed by you regarding the results of the Software evaluation, including but not limited to information regarding performance benchmarks, bugs or other problems encountered in the use of the Software, without the explicit written permission of CMLabs.
13. WARRANTY DISCLAIMER
CMLABS MAKES NO EXPRESS, STATUTORY OR IMPLIED WARRANTIES OF ANY KIND REGARDING THE SOFTWARE, ITS FUNCTIONING OR FUNCTIONS. THE SOFTWARE AND ANY RELATED DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
14. LIMITATION OF LIABILITY
YOU AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR OWN RISK, AND THAT CMLABS WILL HAVE NO LIABILITY WHATSOEVER TOWARDS YOU AS TO THE SOFTWARE, ITS USE OR THE INABILITY TO USE SAME. IN NO EVENT WILL CMLABS BE LIABLE, UNDER ANY LEGAL PRINCIPLE OR THEORY, FOR ANY DAMAGES SUFFERED BY YOU OR ANY USER OR END-USER OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, ANY LOSS OF DATA OR INFORMATION, LOST PROFITS AND LOST SAVINGS, EVEN IF CMLABS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
15. INDEMNIFICATION
You shall indemnify and hold harmless CMLabs and its licensors against any and all claims, damages, loss, liabilities or expenses, including attorneys fees, relating to or arising out of your use of the Software or any action or omission by you in any way contrary to this agreement.
16. TERMINATION
This agreement and the license granted to you are effective from the time you accept the terms and conditions of this agreement until it is terminated. You may terminate this agreement at any time by destroying all copies of the Software. This agreement shall terminate automatically if you fail to comply with the limitations described in this license. No notice shall be required from CMLabs to effectuate such termination. The rights and obligations contained in Sections 2 to 15 shall survive any termination of this agreement. Upon termination you agree to destroy all copies of the Software and cease all further use thereof.
17. GENERAL PROVISIONS
The present agreement is governed and shall be interpreted according to law applicable in the province of Quebec, Canada. The parties agree that only tribunals of the Judicial District of Montreal, Quebec, Canada have jurisdiction as to the interpretation, application or enforcement of this agreement. If any provision of this agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this agreement shall not be affected or impaired thereby. No waiver by any party of any breach of any provisions hereof will be valid or binding unless made in writing, signed by the party prejudiced thereby. This agreement constitutes the entire agreement with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This agreement may be amended or modified only by mutual agreement of authorized representatives of the parties in writing. You may not assign or transfer this agreement without CMLabs’ prior written consent. In the event of any breach of this agreement, the prevailing party in any action or proceeding to enforce this agreement shall be entitled to recover its attorneys’ and experts’ fees in addition to such other relief as it may be entitled. This agreement, as well as any and all accessory documentation, has been drawn in the English language at the specific request of the parties hereto. La présente convention, ainsi que tous les documents accessoires, ont été rédigés en anglais à la demande expresse des parties.