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TERMINATION. Licensee may terminate this Agreement at any time without cause. Hemisphere may terminate this Agreement on 30
days notice to Licensee if Licensee fails to materially comply with each provision of this Agreement unless such default is cured within
the 30 days. Any such termination by a party shall be in addition to and without prejudice to such rights and remedies as may be
available, including injunction and other equitable remedies. Upon receipt by Licensee of written notice of termination from
Hemisphere or termination by Licensee, Licensee shall at the end of any notice period (a) cease using the Software; and (b) return to
Hemisphere (or destroy and provide a certificate of a Senior Officer attesting to such destruction) the Software and all related
material and any magnetic or optical media provided to Licensee. The provisions of Sections 6), 7), 8), 9), 10), 15), 21), 26) and 27)
herein shall survive the expiration or termination of this Agreement for any reason.
EXPORT RESTRICTIONS. Licensee agrees that Licensee will comply with all export control legislation of Canada, the United States,
Australia and any other applicable country's laws and regulations, whether under the Arms Export Control Act, the International
Traffic in Arms Regulations, the Export Administration Regulations, the regulations of the United States Departments of Commerce,
State, and Treasury, or otherwise as well as the export control legislation of all other countries.
PRODUCT COMPONENTS. The Product may contain third party components. Those third party components may be subject to additional
terms and conditions. Licensee is required to agree to those terms and conditions in order to use the Product.
FORCE MAJEURE EVENT. Neither party will have the right to claim damages as a result of the other's inability to perform or any delay
in performance due to unforeseeable circumstances beyond its reasonable control, such as labor disputes, strikes, lockouts, war, riot,
insurrection, epidemic, Internet virus attack, Internet failure, supplier failure, act of God, or governmental action not the fault of the
non-performing party.
FORUM FOR DISPUTES. The parties agree that the courts located in Calgary, Alberta, Canada and the courts of appeal there from will
have exclusive jurisdiction to resolve any disputes between Licensee and Hemisphere concerning this Agreement or Licensee's use or
inability to use the Software and the parties hereby irrevocably agree to attorn to the jurisdiction of those courts. Notwithstanding the
foregoing, either party may apply to any court of competent jurisdiction for injunctive relief.
APPLICABLE LAW. This Agreement shall be governed by the laws of the Province of Alberta, Canada, exclusive of any of its choice of law
and conflicts of law jurisprudence.
CISG. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or any
transaction hereunder.
GENERAL. This is the entire agreement between Licensee and Hemisphere relating to the Product and Licensee's use of the same, and
supersedes all prior, collateral or contemporaneous oral or written representations, warranties or agreements regarding the same. No
amendment to or modification of this Agreement will be binding unless in writing and signed by duly authorized representatives of the
parties. Any and all terms and conditions set out in any correspondence between the parties or set out in a purchase order which are
different from or in addition to the terms and conditions set forth herein, shall have no application and no written notice of same
shall be required. In the event that one or more of the provisions of this Agreement is found to be illegal or unenforceable, this
Agreement shall not be rendered inoperative but the remaining provisions shall continue in full force and effect.
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