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FAILURE OF THE ESSENTIAL PURPOSE OF THE AGREEMENT.
13. Survival: The parties acknowledge and agree that the provisions of Sections 2, 6, 7,
9, 11(b), 12, 13, 14, 15, 16 and 17 shall survive any termination of this EULA for any
reason.
14. English Language: The parties declare that they have required that this agreement
and all documents related hereto, either present or future, be drawn up in the English
language only. Les parties déclarent par les présentes qu'elles exigent que cette
entente et tous les documents y aff érents, soit pour le présent ou le futur, soient
rédigés en langue anglaise seulement.
15. Jurisdiction: This EULA shall be exclusively governed by, construed and interpreted
in accordance with the laws of the Province of Ontario, Canada. For the purpose of all
legal proceedings this EULA shall be deemed to have been performed in the Province
of Ontario, Canada and the parties expressly confi rm that the law of the Province of
Ontario is the proper law. If Customer is located in a jurisdiction other than Canada,
the parties agree that neither the United Nations Convention of the International Sale
of Goods or the (U.S.) Uniform Computer Information Transactions Act shall apply to
this EULA. The parties irrevocably attorn to the nonexclusive jurisdiction of the Courts
of the Province of Ontario in respect of all matters and disputes arising hereunder.
16. Export Law Assurances: LICENSEE acknowledges that the Software may be subject
to export and import control laws, and agrees to comply fully with those laws in
connection with the Software.
17. General Provisions: No delay or omission by ecobee to exercise any right or power
it has under this EULA or to object to the failure of any covenant of LICENSEE to be
performed in a timely and complete manner, shall impair any such right or power
or be construed as a waiver of any succeeding breach or any other covenant. Any
waivers by ecobee must be in writing and signed by an authorized representative of
ecobee. If any provision of this EULA is held by a court of competent jurisdiction to be
invalid or unenforceable in any respect, then the remaining provisions of this EULA,
or the application of such provisions to persons or circumstances other than those
as to which it is invalid or unenforceable shall not be aff ected thereby, and each such
provision of this EULA shall be valid and enforceable to the extent granted by law. The
EULA constitutes the entire agreement between the parties as it relates to the license
and use of the Software and User Manual and the subject matter of this EULA and
supersedes all prior or contemporaneous agreements, negotiations, representations
and proposals, written or oral between ecobee and LICENSEE. The EULA may only be
amended or supplemented by written agreement executed by each of the parties.
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