EXHIBIT 10.25
OEM Service Provider License Agreement [RSA LOGO]
RSA Data Security, Inc. RSA Data Security
A Security Dynamics Company
Thank you for choosing to do business with us. This Agreement has the purpose of
licensing you the right to (i) incorporate the RSA Software into your products
and (ii) use and/or distribute to end users the RSA Software solely as
incorporated into such products for the purpose of providing Your service. In
return, You agree to pay RSA the license fees described in this Agreement (or
its attachments) which typically comprise an initial payment of license fees,
plus on-going royalties, but, alternatively, may consist of annual license fee
amount, paid-up license fee amounts or other arrangements as described in this
Agreement. This license is for object code only. Maintenance and support for the
RSA Software licensed, if elected, is under separate terms and conditions. This
License Agreement is to be construed and interpreted in accordance with this
general purpose, though any conflict between this general purpose and the
express terms found in this License Agreement shall be resolved in favor of the
express terms.
Enterprise Name ("You"): POPstar Communications Jurisdiction of Nova Scotia
Canada Corp. Incorporation:
Street Address: ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇: Vancouver State & Zip Code: BC Canada V6K 1Y6
Enterprise Legal Contact (Name & Title): ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
Agreement Number: 0999-POP-S-SRV-1
This LICENSE AGREEMENT (the "Agreement"), effective as of the later date of
execution ("Effective Date"), is entered into by and between RSA Data Security,
Inc., a Delaware corporation ("RSA"), having a principal address at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, and the Enterprise identified above.
1 DEFINITIONS
The following terms when used in this Agreement shall have the following
meanings:
1.1 "Distributor" means a dealer or distributor in the business of relicensing
or distributing Client Licensed Products to End User Customers, directly or
through one or more Distributors, by virtue of authority granted by You for the
purpose providing the Licensed Service. Client Licensed Products relicensed or
distributed by a Distributor shall bear Your trademarks and service marks and
shall not be privately labeled by such Distributor or other parties. A
Distributor shall have no right to add to or modify any part of a Licensed
Product.
1.2 "End User Customer" means a person or an entity receiving the RSA Software
as part of a Client Licensed Product from You or a Distributor for personal or
internal use to obtain the Licensed Service and primarily not for resale,
redistribution or other transfer of such Client Licensed Product to any other
person or entity.
1.3 "Licensed Product(s)" means one or more of Your products or product groups
identified in the attached "License/Product Schedule Exhibit" which has been or
will be developed by You and which incorporates in any manner any portion of the
RSA Software. A Licensed Product (i) must represent a significant functional and
value enhancement to the RSA Software, (ii) shall not expose or, directly or
indirectly, pass through any APIs, and (iii) shall not be a security add-on or
"bolt-on," the primary purpose of which is providing security to a third party's
product. A Licensed Product consists of a client component ("Client Licensed
Product") and a server component ("Server Licensed Product"). Each component of
a Licensed Product shall be capable of operating only in conjunction with the
other component. The Server Licensed Product must be owned and operated by You
at Your site, and You shall have no right to charge a license fee or comparable
fee for distribution of the Client Licensed Product.
1.4 "Licensed Service(s)" means one or more of Your services identified in the
attached "License/Product Schedule Exhibit" which has been or will be developed
by You and which uses or is supported by the Licensed Products. The Licensed
Service must represent a significant functional and value enhancement to the RSA
Software, such that the primary reason for an End User Customer to obtain the
Licensed Service is other than the right to use the RSA Software. Only You may
provide the Licensed Service.
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OEM Service Provider License Agreement [RSA LOGO]
RSA Data Security, Inc. RSA Data Security
A Security Dynamics Company
1.5 "RSA Software" means RSA's proprietary software identified on the attached
"License/Product Schedule Exhibit" (and including only those algorithms listed
therewith), as further described in the User Manual(s) associated therewith.
1.6 "Updates" means any new version of the RSA Software designated by a
progressing of the release number (either right or left of the decimal point)
following the version initially shipped hereunder.
1.7 "User Manual" means the most current version of the user manual and/or
reference manual customarily supplied by RSA to entities who license the RSA
Software.
1.8 "Subscriber" means a person or entity to whom a copy/unit of the Client
Licensed Product has been distributed and who has paid You any cash or in-kind
consideration at any time for the Licensed Service, whether as use, transaction,
subscription, or service fees, or any comparable fees based on or involving the
use of the Licensed Service. You shall have no right to charge a license fee or
comparable fee for distribution of the Client Licensed Product.
2 LICENSES
2.1 License Grant. During the term of this Agreement and within the Field of Use
limitation set forth in the "License/Product Schedule Exhibit" attached hereto,
RSA hereby grants You a non-exclusive, non-transferable license to:
2.1.1(i) incorporate the RSA Software in object or byte code format into a
Licensed Product; (ii) reproduce and have reproduced the RSA Software in
object or byte code format as incorporated in a Licensed Product and as
reasonably needed for inactive backup or archival purposes; (iii) license
or otherwise distribute the RSA Software in the Territory as incorporated
in a Client Licensed Product (if distribution of such Licensed Product is
not prohibited in the attached "License/Product Schedule Exhibit") to End
User Customers, directly or indirectly through one or more Distributors;
and (iv) reproduce, have reproduced and distribute the RSA Software in the
Territory as incorporated in a Licensed Product to Your employees at Your
site(s) and for use by such employees solely for the purpose of providing
the Licensed Service to End User Customers or supporting the Licensed
Service.
2.1.2(i) use the User Manual to support End User Customers and the Licensed
Service; (ii) modify and incorporate any or all of the User Manual in
Licensed Product and License Service documentation; (iii) reproduce, have
reproduced and distribute in the Territory such portions of the User Manual
as incorporated in Licensed Product documentation to Your employees at Your
site(s) and for use by such employees solely for the purpose of providing
the Licensed Service to End User Customers or supporting the Licensed
Service; and (iv) reproduce and have reproduced and distribute in the
Territory such portions of the User Manual as incorporated in Licensed
Product and Licensed Service documentation to End User Customers.
2.2 Limitations On Licenses. Notwithstanding the generality of the foregoing:
You may not in any way sell, lease, rent, license, sublicense or otherwise
distribute the RSA Software except as part of a Client Licensed Product whose
distribution is not prohibited on the attached "License/Product Schedule
Exhibit". Such distribution must be for the sole purpose of providing the
Licensed Service. The RSA Software may only be accessed by the functionality of
the Licensed Product in which it is included, and a Licensed Product shall not
make the RSA Software directly accessible to End User Customers or to products
other than the Licensed Product, or otherwise expose an API. Nothing in this
Agreement grants You any rights, license or interest with respect to source code
of the RSA Software. You shall not modify, translate, reverse engineer,
decompile or disassemble the RSA Software or any part thereof or otherwise
attempt to derive source code or create derivative works therefrom, and shall
not authorize any third party to do any of the foregoing.
3 OWNERSHIP/PROPRIETARY RIGHTS
3.1 RSA Software Title. Except for the limited licenses expressly granted in
Section 2.1 and as further limited by Section 2.2, RSA does not by this
Agreement grant You any right, title or ownership interest in or to the RSA
Software or in any related patents, trademarks, copyrights or proprietary or
trade secret rights. Similarly, RSA receives no right, title or ownership
interest in any of Your products by way of this Agreement.
3.2 RSA Copyright Notices. You agree not to remove, alter or destroy any
proprietary, trademark or copyright markings or notices placed upon or contained
within the RSA Software, User Manuals or any related materials or documentation.
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OEM Service Provider License Agreement [RSA LOGO]
RSA Data Security, Inc. RSA Data Security
You further agree to insert and maintain within every Licensed Product and any
related materials or documentation a copyright notice in Your name.
3.3 Trademarks. Except as provided in Section 6.1, You shall acquire no rights
of any kind in or to any RSA trademark, trade name, logo or product designation
under which the RSA Software was or is marketed and shall not make any use of
the same for any reason except as expressly authorized by this Agreement or
otherwise authorized in writing by RSA. You shall cease to use the markings, or
any similar markings, in any manner on the expiration or other termination of
this Agreement.
4 LICENSE FEES
4.1 License Fees. In consideration of RSA's granting You the license rights in
this Agreement, You agree to pay RSA the license fees and on-going royalties
(collectively, "License Fees") set forth in the "License/Product Schedule
Exhibit" attached hereto.
4.2 Terms of Payment-General. License Fees due RSA hereunder shall be paid to
the attention of the Software Licensing Department at RSA's address set forth
above. Payment of all License Fees shall be made in lawful United States
currency and shall in no case be refundable. A late payment penalty on any
License Fees not paid when due shall be assessed at the rate of one percent (1%)
per thirty (30) days, beginning on the thirty-first (31st) day after the delayed
payment was due. All taxes, duties, fees and other governmental charges of any
kind (including sales and use taxes, but excluding taxes based on the gross
revenues or net income of RSA) which are imposed by or under the authority of
any government or any political subdivision thereof on the License Fees or any
aspect of this Agreement shall be borne by You and shall not be considered a
part of, a deduction from, or an offset against License Fees.
4.3 Licenses with Ongoing Royalties. In the event You have elected to pay
License Fees based on ongoing royalties, as indicated on the attached
"License/Product Schedule Exhibit," You agree to pay the prepaid License Fees
and ongoing royalties as described therein and in accordance with the following:
4.3.1 Prepayments and Ongoing Royalty Payment. All prepaid license fees
("Prepayments") may be offset against on-going royalties accrued until the
Prepayments are exhausted. You shall show the application of Prepayments in
the licensing reports provided to RSA pursuant to Section 4.3.2. Ongoing
royalties shall be paid on or before the thirtieth (30th) day after the
close of the calendar quarter during which such royalties accrued. On-going
royalties shall accrue with respect to the Licensed Service upon the date
of invoice of the Licensed Service to an End User Customer or the date
payment therefor was first payable to You, whichever occurs first. To the
extent the License Fees described in the "License/Product Schedule Exhibit"
are based on Service Revenue. "Service Revenue" means the gross amount of
all cash, in-kind or other consideration receivable by You at any time in
consideration of providing the Licensed Service, whether as use,
transaction, subscription, or service fees based on or involving the use of
the Licensed Service. For the purposes of determining Service Revenue, the
amount of in-kind or other non-cash consideration receivable by You shall
be deemed to have a dollar value equal to the standard price (as listed in
Your published price schedule on the date of the Licensed Service is
provided) for such Licensed Service, less all cash paid.
4.3.2 Licensing Report and Records. You agree to provide to RSA on or
before the thirtieth (30th) day after the close of each calendar quarter
during the term of this Agreement (even if no royalty amounts have accrued
or are to be paid in such period) a report in reasonable detail setting
forth the calculation of License Fees due hereunder and signed by a
responsible officer. The report shall include, at a minimum, the following
information with respect to the relevant quarter: (i) the total Service
Revenue accrued; (ii) the relevant royalty rate applied to the Service
Revenue; (iii) credit taken against any Prepayments; and (iv) the total
License Fees payable. Whether or not You have elected to pay License Fees
based on ongoing royalties, You agree to maintain reasonable records
relating to the Licensed Products distributed. Licensed Services provided
and License Fees accrued and paid for a period of five (5) years following
the relevant dates. RSA shall have the right, at its sole cost and expense,
to have an independent certified public accountant conduct during normal
business hours (but not more than once in any twelve (12)-month period) an
audit of Your records to verify compliance with the terms of this
Agreement. In the event such an audit discloses a discrepancy between the
amounts owed and the License Fees actually paid, You will be invoiced or
credited for any future amounts owed by You, as applicable. If any
deficiency in License Fees paid exceeds five percent (5%) of the License
Fees reported by You for any period, You agree to pay the reasonable
expenses associated with such audit, in addition to the deficiency.
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RSA Data Security, Inc. RSA Data Security
4.3.3 Evaluation Copies. You may deliver copies of Client Licensed Products
whose distribution is not prohibited in the attached "License/Product
Schedule Exhibit" to prospective End User Customers on a trial basis for
evaluation purposes only (each, an "Evaluation Copy"). No License Fees
shall be reportable or payable with respect to Evaluation Copies unless and
until (i) the Licensed Service is activated using the applicable Client
Licensed Product, (ii) the End User Customer pays for or is invoiced for
the Licensed Service, or (iii) the End User Customer's use of Evaluation
Copy, for any reason, continues beyond sixty (60) days, whichever occurs
first.
4.4 Maintenance and Support Service. You may elect to receive Updates and other
support services for the RSA Software licensed hereunder under a separate
maintenance and support agreement by executing such an agreement and paying the
applicable fee. All Updates provided to You pursuant to such maintenance and
support agreement shall constitute licensed RSA Software under this Agreement,
and such Updates shall be governed by the terms hereof.
5 LIMITED WARRANTY
5.1 Limited Warranty. During the initial ninety (90)-day term of this Agreement,
RSA warrants that the RSA Software will operate in material conformance to RSA's
published specifications for the RSA Software. RSA does not warrant that the RSA
Software or any portion thereof is error-free. Your exclusive remedy, and RSA's
entire liability, shall be correction of any warranted nonconformity as provided
in Section 5.2. This limited warranty and any obligations of RSA hereunder shall
not apply to nonconformities caused by any unauthorized modification made to the
RSA Software.
5.2 Error Correction. In the event You discover an error in the RSA Software
which causes the RSA Software not to operate in material conformance to RSA's
published specifications therefor, You shall submit to RSA a written report
describing such error in sufficient detail to permit RSA to reproduce such
error. Upon receipt of any such written report, RSA will use its reasonable
business judgment to classify a reported error as either: (i) a "Level 1
Severity" error, meaning an error that causes the RSA Software to fail to
operate in a material manner or to produce materially incorrect results and for
which there is no workaround or only a difficult workaround; or (ii) a "Level 2
Severity" error, meaning an error that produces a situation in which the RSA
Software is usable but does not function in the most convenient or expeditious
manner, and the use or value of the RSA Software suffers no material impact. RSA
will acknowledge receipt of a conforming error report within two (2) business
days and will use its reasonable efforts to: (A) provide a correction for any
Level 1 Severity error to You as early as practicable, and (B) include a
correction for any Level 2 Severity error in the next release of the RSA
Software.
5.3 DISCLAIMER. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN THIS ▇▇▇▇▇▇▇
▇, ▇▇▇ ▇▇▇ SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. RSA
DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER
WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. YOU SHALL NOT
(AND SHALL TAKE ALL MEASURES NECESSARY TO INSURE THAT YOUR AGENTS AND EMPLOYEES
DO NOT) MAKE OR PASS THROUGH ANY WARRANTY ON BEHALF OF RSA TO ANY DISTRIBUTOR,
END USER CUSTOMER OR OTHER THIRD PARTY.
6 YOUR ADDITIONAL OBLIGATIONS
6.1 Use of "RSA Seal". You agree to insert and maintain within Licensed Products
and marketing materials, for the Licensed Products and Licensed Service, in the
manner described in this Section, the "RSA Secure" seal (the "RSA Seal")
depicted in the "Logo Usage Guide," which shall be delivered to You within ten
(10) days of execution of this Agreement. You shall ensure display of the RSA
Seal within any Licensed Product such that users thereof are exposed to the RSA
Seal during normal operation of such Licensed Product as follows: In a software
Licensed Product, the RSA Seal shall be featured in such Licensed Product's
startup splash screen and within any security-related dialog windows visible in
the normal operation of the product (e.g., password dialog window). In a
hardware Licensed Product, the RSA Seal shall be visible on the panel of such
Licensed Product most normally viewed by the user. You agree to include the RSA
Seal within related marketing materials including but not limited to printed and
electronic data sheets, direct mail, user documentation, product packaging and
advertisements for the Licensed Products and Licensed Service.
6.2 Representations Regarding RSA Software. You are authorized to represent to
Distributors and End User Customers only such facts about the RSA Software as
RSA states in its published product descriptions, advertising and promotional
materials or as may be stated in other non-confidential written material
furnished by RSA.
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6.3 Customer Support. You agree that all support, if any, provided to
Distributors and End User Customers of Licensed Service shall be at Your
expense.
6.4 License Agreements. You agree to use with each Distributor and End User
Customer receiving a Client Licensed Product a license agreement which shall
contain, at a minimum, substantially all of the limitations of rights and the
protections for RSA which are contained in Sections 2.2, 3.2, 3.3, 8, 11.6 and
11.7 of this Agreement. You agree to use Your reasonable efforts to enforce the
terms of such agreements.
7 CONFIDENTIALITY
The parties agree to treat as confidential the terms of this Agreement and any
License Fee or accounting information provided by one party to the other in
performance hereof, and the parties agree to use their reasonable efforts to
prevent disclosure thereof to any third party except with the prior written
consent of the other party, or as required by law. This obligation of
confidentiality shall extend for a period of three years following termination
or expiration of this Agreement. Notwithstanding the generality of the
foregoing, either party may disclose the existence of this Agreement, and that
You are an OEM of the RSA Software and that any publicly-announced Licensed
Service incorporates the RSA Software.
8 LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR
RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, BUSINESS
INTERRUPTION OR LOSS OF BUSINESS INFORMATION, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGARDLESS OF THE CAUSE OR FORM OF
ACTION, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAYABLE BY YOU HEREUNDER, EXCEPT FOR
RSA'S LIABILITY ARISING UNDER SECTION 9 AND YOUR LIABILITY ARISING UNDER
SECTIONS 2 AND 9 OF THIS AGREEMENT.
9 INTELLECTUAL PROPERTY INDEMNITY
9.1 Duty to Defend. RSA agrees that it shall, at its own expense, defend, or at
its option settle, any action instituted against You, and pay any award or
damages assessed against You or agreed by RSA to be paid in settlement resulting
from such action, insofar as the same is based upon a claim that any RSA
Software used in accordance with the terms of this Agreement infringes any
United States copyright, trade secret, patent or a claim that RSA has no right
to license the RSA Software hereunder, provided that You give RSA: (i) prompt
notice in writing of such action, (ii) the right to control and direct the
investigation, preparation, defense and settlement of the action; and (iii)
reasonable assistance and information.
9.2 RSA Options. If such an action is made or RSA reasonably determines in its
discretion that such a claim is likely to be made, RSA shall have the option to
(i) obtain the right for you to continue use of the RSA Software; or (ii)
replace or modify the RSA Software, so that it is no longer infringing but
functionally equivalent. If RSA determines that neither of these alternatives is
reasonably available, RSA shall have the option to refund the License Fees paid
by You hereunder less depreciation for use assuming straight line depreciation
over a five (5)-year useful life and terminate this Agreement.
9.3 Claims for which RSA is Not Responsible. Notwithstanding the foregoing, RSA
shall have no liability under this Section 9 if the alleged infringement arises
from (i) the use of other than the current unaltered release of the RSA Software
or other than in the manner specified in the relevant User Manual, or (ii) the
combination of the RSA Software with other equipment or software not provided by
RSA, if such action would have been avoided but for such use or combination. You
agree that You shall, at Your expense, defend, or at Your option settle, and
hold RSA harmless from any action instituted against RSA resulting from any
infringement claim based upon either of the foregoing.
9.4 Exclusive Remedy. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, THE FOREGOING STATES RSA'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY
FOR PROPRIETARY RIGHTS INFRINGEMENT.
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10 TERM AND TERMINATION
10.1 Term. This Agreement shall be effective as of the Effective Date and shall
continue in full force and effect unless and until sooner terminated pursuant to
the terms of this Agreement.
10.2 Termination. Either party shall be entitled to terminate this Agreement at
any time on written notice to the other in the event of a material default by
the other party and a failure to cure such default within a period of thirty
(30) days following receipt of written notice specifying that a default has
occurred. The parties acknowledge and agree that You may at any time delay,
interrupt or cease use of the RSA Software, but this Agreement shall continue in
full force, including any obligations to make quarterly reports. You may elect
to terminate this Agreement upon ninety (90) days written notice and it is
expressly understood that such termination shall not discharge payment
obligations accrued as of the date of such termination, even if such obligation
is payable after the termination date, or entitle You to a refund of any amounts
previously paid to RSA.
10.3 Insolvency. Upon (i) the institution of any proceedings by or against
either party seeking relief, reorganization or arrangement under any laws
relating to insolvency, which proceedings are not dismissed within sixty (60)
days; (ii) the assignment for the benefit of creditors, or the appointment of a
receiver, liquidator or trustee, of any of either party's property or assets; or
(iii) the liquidation, dissolution or winding up of either party's business;
then and in any such events this Agreement may immediately be terminated by the
other party upon written notice.
10.4 Effect of Termination. Upon the termination of this Agreement, You shall
cease making copies of, using or licensing the RSA Software, User Manual and
Licensed Products. You shall destroy all copies of the RSA Software, User Manual
and Licensed Products in Your possession or control and all information and
documentation provided by RSA to You.
10.5 Survival of Certain Terms. The following provisions shall survive any
expiration or termination of this Agreement: 2.2, 3, 4.3.2, 5.3, 8, 9, 10.5 and
11.
11 MISCELLANEOUS PROVISIONS
11.1 Governing Law and Jurisdiction. This Agreement will be governed by and
construed in accordance with the laws of the State of California, irrespective
of its choice of law principles. All disputes arising out of this Agreement
shall exclusively be brought in the California State Courts or the United States
District Court for the Northern District of California. The parties agree that
the United Nations Convention on Contracts for the International Sale of Goods
shall not apply to this Agreement.
11.2 Assignability. This Agreement is personal to You and shall not be
assignable by You, by operation of law or otherwise, without the prior written
consent of RSA, which may be withheld if You seek to assign this Agreement to an
assignee who: (i) is not creditworthy, (ii) is a direct competitor of RSA or
RSA's parent company, Security Dynamics Technology Inc. ("SDTI"), (iii) is an
infringer of RSA's or SDTI's intellectual property or an opponent of RSA or SDTI
in litigation, arbitration or a similar proceeding, or (iv) if the assignment
has a material adverse economic impact on RSA or SDTI. RSA may withhold its
consent to the assignment of this Agreement, at its sole discretion, if the
Agreement provides for paid-up License Fees. Any purported assignment or
delegation without RSA's written consent shall be void and of no effect.
11.3 Entire Agreement. This Agreement and any exhibits or attachments hereto
constitute the entire understanding and agreement of the parties hereto with
respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, representations and understandings between the
parties regarding the subject matter hereof. Any term or provision of this
Agreement may be amended, and the observance of any term of this Agreement may
be waived, only by a writing signed by the party to be bound. If any provision
of this Agreement is found to be invalid or unenforceable, such provision shall
be severed from the Agreement and the remainder of this Agreement shall be
interpreted so as best to reasonably effect the intent of the parties hereto.
11.4 Remedies Non-Exclusive. Except as otherwise expressly provided, any remedy
provided for in this Agreement is deemed cumulative with, and not exclusive of,
any other remedy provided for in this Agreement or otherwise available at law
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or in equity. The exercise by a party of any remedy shall not preclude the
exercise by such party of any other remedy. Should suit be brought to enforce or
interpret any part of this Agreement, the prevailing party shall be entitled to
recover, as an element of the costs of suit and not as damages, reasonable
attorneys' fees to be fixed by the court (including without limitation, costs,
expenses and fees on any appeal).
11.5 Notices. Any notice, demand, or request with respect to this Agreement
shall be in writing and shall be effective only if it is delivered by hand or
mailed, certified or registered mail, postage prepaid, return receipt requested,
addressed to the appropriate party at its address set forth on page 1. Notice to
RSA shall be addressed to "RSA Legal Department." Such communications shall be
effective when they are received by the addressee; but if sent by certified or
registered mail in the manner set forth above, they shall be effective not later
than ten (10) days after being deposited in the mail. Any party may change its
address for such communications by giving notice to the other party in
conformity with this Section.
11.6 Export Compliance and Foreign Reshipment Liability.
THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY EXPORT LAWS, REGULATIONS, ORDERS
OR OTHER RESTRICTIONS IMPOSED BY THE UNITED STATES OF AMERICA OR BY ANY OTHER
GOVERNMENT ENTITY ON THE RSA SOFTWARE OR LICENSED PRODUCTS OR OF INFORMATION
RELATING TO EITHER OF THE FOREGOING. NOTWITHSTANDING ANY OTHER PROVISION TO THE
CONTRARY, YOU SHALL NOT IMPORT, EXPORT, OR REEXPORT, DIRECTLY OR INDIRECTLY, ANY
RSA SOFTWARE OR LICENSED PRODUCTS OR INFORMATION PERTAINING THERETO TO ANY
COUNTRY TO WHICH SUCH IMPORT, EXPORT, OR REEXPORT IS RESTRICTED OR PROHIBITED,
OR AS TO WHICH SUCH GOVERNMENT OR ANY AGENCY THEREOF REQUIRES AN EXPORT LICENSE
OR OTHER GOVERNMENTAL APPROVAL AT THE TIME OF IMPORT, EXPORT, OR REEXPORT
WITHOUT FIRST OBTAINING SUCH LICENSE OR APPROVAL.
11.7 Federal Government License. You and each of Your Distributors shall in all
proposals and agreements with the United States government or any contractor of
the United States government identify and license the Licensed Product,
including the RSA Software incorporated therein, as follows: (i) for acquisition
by or on behalf of civilian agencies, as necessary to obtain protection as
"commercial computer software" and related documentation in accordance with the
terms of Your or such Distributor's customary license, as specified in 48 C.F.R.
12.212 of the Federal Acquisition Regulations and its successor regulations; or
(ii) for acquisition by or on behalf of the units of the Department of Defense,
as necessary to obtain protection as "commercial computer software" as defined
in 48 C.F.R. 252.227-7014(a)(1) of the Department of Defense Federal Acquisition
Regulation Supplement (DFARS) and related documentation in accordance with the
terms of Your or such Distributor's customary license, as specified in 48 C.F.R.
227.7201.1 of DFARS and its successor regulations.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of
the last signature below.
ENTERPRISE NAME: POPstar Communications RSA DATA SECURITY, INC.
Canada Corp.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Printed Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Printed Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President Title: VP, Finance & Admin.
Date: Sept. 29/99 Date: 9/30/99