9. Generalities. This convention is governed by the laws of the State of California and is interpreted in accordance with California state law. Any action or proceeding arising from or related to this agreement is open exclusively in state or federal courts in San Francisco, California, and each party submits irrevocably to the exclusive jurisdiction and jurisdiction of those courts. The UN Convention on International Contracts for the Sale of Goods is not expressly invoked. The Client acknowledges that Takari would only provide the documents under all the conditions contained in that contract, and Takari can therefore terminate that contract and seek a cease and desegone action in the event of an infringement. The parties are self-employed contractors and there is no employment, agency or joint venture. All communications, requests and other communications under this agreement are made in writing and sent by written or authenticated mail, prepaid port and a return letter, or manually forwarded to the party to whom this notification is to be communicated. This agreement cannot be ceded or transferred by the Customer without Takari`s prior written consent. Unless expressly stated otherwise, no addition, amendment or amendment to this Agreement is binding unless it is executed in writing by a duly accredited representative of each party. Any transfer or change presumed in violation of the above is cancelled. If, for any reason, a provision of this agreement is found to be unenforceable by a competent court, the other provisions of this agreement will remain un prejudiced and remain fully in force.
This agreement is the final, comprehensive and exclusive agreement between the parties regarding the purpose of this agreement and replaces all previous or concurrent agreements and agreements, written or oral, relating to this purpose. 2. Use of materials. As part of the training courses, Takari can allow the client to access the current version of Takari`s training material (“training materials”). Subject to the terms of this agreement, Takari grants the client a limited, non-exclusive, non-transferable, non-sub-conceded licence so that a copy of this training material per paid training participant is used only for internal training purposes. A training participant cannot pass on training materials to others. The client cannot: (a) copy the training material or part of it; (b) to share, distribute, lease, sub-license or transfer copies of training materials or their parts with or to third parties, or to authorize third parties to use training materials; (c) modify, decompile, decompil or redeploy any takeaway code provided with training materials; or (d) use training materials to develop services or products for sale or to include components of training equipment in a product similar to a product.