This Altrinsic Solutions End User License Agreement (“EULA”) is a legal agreement between You and your organization (herein “Company”) and Altrinsic Solutions, LLC. (herein “Altrinsic Solutions” or “Altrinsic”) for the licensing of software products from Altrinsic Solutions. “DeployExpert” (herein “DeployExpert” or “DX”) is a product brand of Altrinsic Solutions, LLC. Enterprise Driver Manager (herein “EDM”) is a product brand of Altrinsic Solutions, LLC. DX and EDM will sometimes herein be collectively referred to collectively as “Products”, or individually “Product”.
BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCTS (AS DEFINED BELOW), COMPANY AGREES TO BE BOUND BY ALL THE TERMS OF THIS EULA. IF COMPANY DOES NOT AGREE WITH THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE PRODUCTS. PROMPTLY RETURN THE PRODUCTS IN AN UNDAMAGED CONDITION TO COMPANY’S SUPPLIER WITHIN Fifteen (15) CALENDAR DAYS OF COMPANY’S FIRST RECEIPT OF THE PRODUCTS - OR, IN THE CASE OF ELECTRONICALLY DOWNLOADED OR ELECTRONICALLY COPIED VERSIONS OF THIS PRODUCTS, WITHIN 15 CALENDAR DAYS FROM THE DATE OF THAT Product LICENSE KEYS ARE ELECTRONICALLY PROVIDED TO COMPANY’S ORGANIZATION (WHETHER BY EMAIL, ELECTRONIC FILE COPY OR BY OTHER MEANS), SEND A REGISTERED US POSTAL MAIL CONTAINING:
1. COMPANY NAME AND COMPLETE POSTAL ADDRESS
2. COMPANY LICENSING CONTACT FOR THE PRODUCTS: FULL NAME, EMAIL AND PHONE NUMBER
3. THE REASON FOR REQUESTING A LICENSE REFUND
4. THE NAME, POSITION AND ORIGINAL SIGNATURE OF A CORPORATE OFFICER AUTHORIZED TO REQUEST THIS REFUND
95 West Blackstone
Oro Valley, Arizona 85755
ANY SUCH FORMATTED AND SUBMITTED REFUND REQUESTS WILL BE GIVEN PROMPT CONSIDERATION. IN THIS EULA COMPANY HEREBY GIVE ALTRINSIC SOLUTIONS PERMISSION USE COMPANY’S COMPANY NAME AND OR COMPANY LOGO FOR MARKETING PURPOSES. ALTRINSIC SOLUTIONS WILL HONOR ALL REQUESTS TO REFRAIN FROM DOING SO. TO OPT OUT OF OUR PUBLIC LIST OF COMPANY ACCOUNTS, SIMPLY INDICATE COMPANY’S PREFERENCE IN AN EMAIL TO: INFO@ALTRINSICSOLUTIONS.COM.
1. PRODUCTS AND DOCUMENTATION. “Products” means the computer programs accompanying or provided under this EULA, together with the associated media, corresponding Documentation, technical configurations, and technical data. “Documentation” means the end user manual and other documentation (including print and online), if any, provided to Company with the Products.
2. LICENSE GRANT. It is herein agreed by Company that, unless otherwise bound by signed agreement by authorized representatives of both company and Altrinsic, this EULA shall supersede any other agreements regarding Company’s use of the Products. If there is any disagreement in terms between this Agreement and other agreements, the terms of this agreement shall control. ???Provided Company complies with all terms and conditions of this EULA, Altrinsic Solutions grants Company a non-exclusive, non-transferable license to use the Products in accordance with the License Type licensed to Company. The Products is licensed solely for internal use within Company’s organization; any other use, including for third parties or for commercial purposes, is expressly prohibited. A “Fulfillment Confirmation” in the form of a confirmation e-mail will be sent to Company’s and will identify the Products licensed to Company’s under this EULA and the License Type. The license purchased by Company’s will be of one of the license types listed below. Although Company’s issued Product license may be “ perpetual”, Altrinsic Solutions reserves the right to suspend support for specific versions of the Product at any time. Products designated as “for clients” may not be used to manage a Server with the features and functions the Products provide. “Server” means a computing device whose primary function is to provide services to another computing device (e.g., domain services, printing services, email services, terminal services, application services, web hosting, etc.). With respect to Company’s internal use of the Products as permitted above in this Section 2, Company may permit third party consultants and contractors (such as Company’s third-party supplier(s) of information services) (“authorized users”) to use the Products, provided that (i) all such use is in accordance with the terms and conditions of this EULA, and (2) Company assumes full responsibility and liability for any EULA acceptance and/or use of the Products by such third parties in excess of the licensed number of Nodes or Concurrent Users or otherwise in violation of this EULA.
LICENSE TYPES. The License Type purchased by Company determines the license rights granted to Company under this EULA. The License Type will be specified in the Fulfillment Confirmation provided to Company . Such License Types include but are not limited to the following:
Evaluation License - An Evaluation License is a limited license that provides Company an opportunity to try the Products before buying a full license. A temporary activation key will be issued to Company for this license specifying the number of licensed nodes or concurrent users, and the evaluation period. The Products may only be used for evaluation purposes and not for commercial use. The Product is licensed to Company only for the specified evaluation period, which will begin on the date that the Product is first downloaded by or delivered to Company. If no period of use is specified, then company’s right to use the Product shall terminate twenty (20) days from receipt of the Product, at which time Company must return or uninstall and discontinue use of the Products.
Not for Resale Demonstration (“NFR”) License - An NFR License is a special, limited evaluation license that is provided to and solely for use by authorized Altrinsic Solutions channel and OEM partners to assist in demonstrating the Products to prospective customers. Altrinsic Solutions reserves the right to terminate this license at any time and at its sole discretion. Additionally, in the event that the partner relationship with Altrinsic Solutions expires or is terminated or the partner no longer uses the license as intended, the NFR License will immediately terminate and all NFR licensed use must cease.
Node License -- Under the terms of a Node License, Company may use the Products to manage an aggregate number of Nodes within company not to exceed the sum of company’s licensed nodal count. A “Node” is any asset under management by the Products. An asset is: (a) a physical device such as a computer, PDA, or server, (b) a virtual device, such as an operating environment that may be running concurrently with another operating environment on a single physical device (e.g., VMware*, Virtual PC*, Virtual Server*). A Node License will be deemed consumed for a particular Product once an asset (as defined above) has been managed (e.g. Inventoried, Analyzed, OS Deployed, configured, supplied drivers or executable code) by any Altrinsic Product for which a license was purchased by the Company An asset has been managed by a particular Product once the Product has (i) been run locally on an asset, (ii) remotely interacted with and/or received a response from an asset, (iii) configured or changed a setting of or migrated settings to or from an asset, or (iv) otherwise performed any management functionality that such particular Product has been designed to perform with respect to an asset. Products are node licensed for corporate use and Company agrees to purchase and maintain a number of Product licenses (for each Product utilized) of not less than the number of Microsoft System Center Configuration Manager (herein “SCCM”) or the Symantec Management Platform (herein “SMP”) or Symantec Deployment Solution (herein “DS”) - collectively “Platform” licenses for Windows-based systems currently maintained by Company’s organization. Company further agrees that all computers managed utilizing any components of Products (including but not limited to aggregated drivers) will consume a Product node license until the node’s management record is both entirely removed from the management platform and its associated database and Product management databases and no longer has a Product facilitated operating system environment, drivers or applications installed. It is herein agreed that Altrinsic may remotely monitor Product license compliance of any servers or client systems that run its Products. Company further agrees that Company will compensate Altrinsic Solutions for any, (including temporary and or transient) license over-use conditions that are detected at the then effective retail non-discounted product price.
Subscription License -- Under the terms of a Subscription License, Company may use the Products to manage up to a maximum (as specified in Company’s Purchased license) aggregate number of Nodes, throughout the term (as specified in Company’s Purchased license), within Company. An asset is: (a.) a physical device such as a computer, PDA, or server, (b) a virtual device, such as an operating environment that may be running concurrently with another operating environment on a single physical device (e.g., VMware*, Virtual PC*, Virtual Server*). A Node will be deemed to have consumed a license for a particular Product once an asset (as defined above) has been managed (e.g. Inventoried, Analyzed, OS Deployed, or supplied drivers or executable code) by any Altrinsic Product purchased by Company. An asset has been managed by a particular Product once the Product has (i) been run locally on an asset, (ii) remotely interacted with and/or received a response from an asset, (iii) configured or changed a setting of or migrated settings to or from an asset, or (iv) otherwise performed any management functionality that such particular Product has been designed to perform with respect to an asset. Products are node licensed for corporate use and Company agrees to purchase and maintain a number of Product licenses (for each Product utilized) of not less than the number of Microsoft System Center Configuration Manager (herein “SCCM”) or the Symantec Management Platform (herein “SMP”) or Symantec Deployment Solution (herein “DS”) - collectively “Platform” licenses for Windows-based systems currently maintained by Company’s organization. Company understands and agrees that all computers managed utilizing any components of the Products (including but not limited to Product-aggregated drivers) will consume a Product node license until the node’s management record is both entirely removed from the management platform and its associated database and Product management databases and no longer has a Product facilitated operating system environment, driver, application installed. It is herein agreed that Altrinsic may remotely monitor Product license compliance of any servers that run its Product. Company further agrees that Company will compensate Altrinsic Solutions for any, (including temporary and or transient) license over-use conditions that are detected at the then effective retail non-discounted product price. Company further understands and agrees that when the term expires for subscribed Product licensed solutions, that Products will be partially, or fully disabled. Altrinsic Solutions is under no obligation to notify Company.
3. COPIES. Company may make copies of the Products provided that any such copy: (i) is created as an essential step in the utilization of the Products as licensed under this EULA, or (ii) is only for archival purposes to back-up the Products. All trademark, copyright, and proprietary rights notices must be faithfully reproduced and included by Company on such copies. Company may not make any other copies of the Products.
4. OTHER RESTRICTIONS. Altrinsic Solutions reserves all rights not expressly granted to Company. Without limiting the generality of the foregoing, Company shall not nor shall Company permit any other party to: (i) disassemble, de-compile, reverse engineer, or translate any part of the Products, or otherwise attempt to reconstruct or discover the source of this Products, or (ii) modify or create derivative works based upon the Products, or (iii) externally distribute, sublicense, resell, encumber, or otherwise transfer this Products, or (iv) rent, lease, lend, or use the Products for timesharing or bureau use, or (v) allow a third party to copy, access, or use the Products (except as expressly provided in Section 2 of this EULA), or (vi) disclose the results of any benchmark test of the Products to a third party without the prior written approval of Altrinsic Solutions, or (vii) take any actions that would cause the Products to become subject to any open source or quasi-open source license agreement. Company further agrees that Company will not use the Products in any way so as to research features/functions to create a competing product.
5. Driver Community Participation. Versions of these Products may provide features for uploading or downloading drivers and or data to or from an Altrinsic Internet resident global driver repository server. This behavior is non-default, opt-in configuration that may or may not be available in Company’s version of the Products and must be enabled by Product users within Company’s organization. If enabled, Company consents to both provide drivers and associated system hardware and/or software information such as is required to properly manage community driver distribution. Company agrees that Company will not submit drivers containing known bugs, harmful behavior or any malicious content to the global driver repository server. Company agrees that any content submitted to Altrinsic’s global driver repository servers may be used by Altrinsic Solutions in any way it sees fit.
6. OWNERSHIP. Company acknowledges that all title and intellectual property in and to the Products (including all copies thereof) are owned by Altrinsic Solutions or its licensor(s), if any. The Products are protected by U.S. and international laws, including, without limitation, patent, copyright and trademark law and international treaty provisions. The Products are licensed to Company , not sold.
7. COPYRIGHTS; TRADE SECRETS. Company acknowledges and agrees that the structure, sequence, and organization of the Products (including but not limited to any technical configurations, technical data, images, photographs, animations, video, audio, music, and text) are proprietary to and are the valuable trade secrets of Altrinsic Solutions and its licensors. Company agrees to hold such trade secrets in confidence. Unless explicitly set forth in a written agreement executed between Altrinsic Solutions and Company, Company may not remove from the Products or alter any of the trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Products.
8. EVALUATION LICENSE. This Section applies to Company if the Products are licensed to Company for evaluation or demonstration purposes. Company is permitted to use the Software for evaluation or demonstration purposes only. The Software may contain an automatic disabling mechanism. Company’s right to use the Products is limited in accordance with the terms under which Company received the Software. If no period of use is specified, then company’s right to use the Software shall terminate thirty (30) days from receipt of the Software, at which time Company must return or destroy the Software.
9. ACTIVATION KEY, ACTIVATION AND LICENSE MAINTENANCE. The use of the Software may require an “activation key” from Altrinsic Solutions or its authorized reseller. The activation key may be a printable digital key, a non-printable file, or any other mechanism used by Altrinsic Solutions for license activation purposes. Company agrees that Company will not attempt to “hack,” “crack,” or otherwise override this activation key. Company agrees that the Products are licensed and agree to their being remotely disabled if used in violation of the terms and provisions herein. If the products are disabled, Company agrees that it will hold Altrinsic Solutions, and its distributors and/or partners harmless and not responsible for any losses or damages of any kind.
10. SOFTWARE SUPPORT AND MAINTENANCE. Altrinsic’s SUPPORT AND MAINTENANCE (herein “Maintenance”) license program includes annually purchased Maintenance licenses for Software upgrades and technical support for Altrinsic’s Products. One year of Maintenance is included with the original Product license purchase.
Definitions: “Update” means a fix or compilation of fixes (e.g. service packs) released by Altrinsic for general distribution to its licensees to address such things as operational defects (program bugs) and regulatory issues, or to otherwise make changes as needed in the Altrinsic Software.
“Upgrade” means any new version of an Altrinsic software product released for general distribution to its licensees that bears the same product name, including version changes evidenced by a number change immediately to the right or the left of the decimal (such as Product X 6.0 to 6.1 or Product X 6.0 to 7.0). Any question as to whether a product is an Upgrade or a new product will be resolved by reference to Altrinsic’s positioning of the product to its end user customers.
Provided that Company has paid all applicable fees for Maintenance, Altrinsic will provide the Company with any Updates and Upgrades for the Company’s licensed Altrinsic software that are released by Altrinsic for general distribution to Altrinsic’ other customers during the period for which the Company has purchased Maintenance. In order to receive Updates and Upgrades, Company must register its software licenses with Altrinsic. Additional years of Maintenance coverage may be purchased with an original product license purchase or at anytime during the coverage period. Altrinsic does not guarantee that any Updates or Upgrades will be released during any specific period of time. Updates and Upgrades do not include (1) any computer programs licensed by Altrinsic as a product separate and apart from the software that Company has licensed from Altrinsic or (2) any customizations intended for a specific customer. If an Upgrade contains a bug fix or the like that resolves an issue in a previous version of Altrinsic software, such fix may not be provided separately for the previous version of the software. Availability of such a fix for a previous version of the Products are at Altrinsic’s sole discretion. Maintenance does not entitle Company to any other versions of software that are developed for different management Platforms, different operating systems or different IT systems management process tasks - even if that other version uses the same product name as the product that the Company currently owns. Company’s use of any Upgrade or Update is limited solely to replace the original or previous version of the Software product obtained by the Company pursuant to a valid license (“Original Product”). The software and all Updates and Upgrades are licensed as a single product and such Updates and Upgrades may not be separated from the software to exceed the scope of nodes or system types covered by the Company’s original license. Altrinsic may require Company to complete an Altrinsic Upgrade form and/or otherwise provide proof of purchase of the Original Product. Some Updates, such as hot fixes, may be made available to all Company regardless of Maintenance status. Basic maintenance includes phone support services. The level of supports phone support services is based on the type of Maintenance purchased. Standard Maintenance includes 8 AM to 7 PM Central Time phone support (SLA: Same day for calls prior to 4PM CST or next workday). Premium Maintenance includes 24x7 phone support (SLA: Same day within 30 minutes). Premium Maintenance is at additional cost and not available unless specifically purchased in addition to the product basic maintenance. Customers who have paid for Maintenance may obtain the latest product version by frequently visiting the Altrinsic user forum located at http://www.altrinsicsolutions.com/forum/forum.php, or at the current Altrinsic Solution support website, which may be updated from time to tome. Altrinsic typically makes Update and Upgrade release information available in its website, but is not obligated in all instances to do so and is not obligated to inform Company when it releases Updates and Upgrades. Company may discontinue Maintenance at any time without refund of any fees. If Company later desires to re-activate Maintenance, Altrinsic may require Company to pay the then-current re-activation fee. Altrinsic Solutions is under no obligation to provide maintenance unless Company purchases maintenance for node counts equal or greater to the node counts purchased in the Product license. The annual Maintenance end date is, unless otherwise specified in the issued license, 365 days from the Maintenance purchase date. For example, if Maintenance is purchased on January 10, 2012, then Maintenance expires on January 9, 2013. The Maintenance end date may change if Company elects to co-term Maintenance with an earlier Maintenance purchase or purchase additional years of Maintenance with an original license purchase. ALTRINSIC RESERVES THE RIGHT IN ITS SOLE DISCRETION TO MAKE CHANGES TO THIS MAINTENANCE POLICY FROM TIME TO TIME.
11. LIMITED WARRANTY. Beta versions of the Software are offered without performance guarantee or support of any kind. If (a) the Software does not substantially conform to its specifications in the Documentation, the physical media accompanying the Products are defective, or if Company isdissatisfied with the Software for any reason, and (b) if the Software (including all accompanying media, Documentation, packaging, and materials) is returned by Company within fifteen (15) days of first receipt of - or, in the case of electronically downloaded or electronically copied versions of this software, within 15 calendar days from the date of that purchased license keys are electronically provided to company (whether by email, electronic file copy or by other means), send a registered US postal mail containing:
1. COMPANY NAME AND COMPLETE POSTAL ADDRESS
2. COMPANY LICENSING CONTACT FOR THE SOFTWARE: FULL NAME, EMAIL AND PHONE NUMBER
3. THE REASON FOR REQUESTING A LICENSE REFUND
4. THE NAME, POSITION AND ORIGIONAL SIGNATURE OF A CORPORATE OFFICER AUTHORIZED TO REQUEST THIS REFUND
ATTN: ALTRINSIC SOLUTIONS LICENSING
95 West Blackstone
Oro Valley, Arizona 85755
Upon complying with the above, company’s refund request will be given prompt consideration. Upon Altrinsic remitted acceptance of a return requested, this Software use rights shall terminate and Company must immediately cease all use of the Software and remove and erase or cause to be removed and erased all copies of any Software from all computers and storage media and devices within company’s possession or control or the possession or control of authorized users under Section 2 of this EULA. At Altrinsic Solutions’ request, Company will certify in writing to Altrinsic Solutions that Company has complied with this Section. In the event that the Products are licensed to Company for evaluation or demonstration purposes, there shall be no refund because such licenses are free. In the event Company purchases a license to the Software during or after an evaluation license for such Software, then Altrinsic Solutions shall have no obligation to refund any license fees paid by Company for the license to the Software (i.e., the 15 day evaluation period is COMPANY’S limited warranty period). THIS PRODUCT PROVIDES A “BEST EFFORTS” ATTEMPT AT COLLECTING AND IMPLEMENTING GATHERED WINDOWS DRIVERS; NO WARRANTY IS EXPRESSED OR IMPLIED REGARDING THE EFFICACY OR SAFTETY, OR MICROSOFT SUPPORTABILITY OF USING THIS SOFTWARE. COMPANY WARRANTS THAT COMPANY WILL CONDUCT FULL DUE DILLIGANCE TESTING BEFORE USING ANY DRIVER PACKS, DRIFERS, APPLICATIONS, CORE OS HAL FILES OR OTHER FEATURES ENABLED BY THE PRODUCTS.THIS LIMITED WARRANTY SHALL NOT APPLY TO SOFTWARE UPDATES AND UPGRADES; ALL UPDATES AND UPGRADES ARE LICENSED “AS IS,” WITHOUT WARRANTY OF ANY KIND.
12. NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY WARRANTED ABOVE IN SECTION 10, THE PRODUCTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ANY EXPRESS WARRANTY MADE OUTSIDE OF THIS EULA IS HEREBY EXCLUDED AND SUPERCEDED. NEITHER ALTRINSIC SOLUTIONS NOR ITS LICENSORS REPRESENT OR WARRANT THAT THE SOFTWARE WILL SATISFY COMPANY’S REQUIREMENTS OR THAT IT IS WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
13. NON-ALTRINSIC SOLUTIONS PRODUCTS. ALTRINSIC SOLUTIONS DOES NOT WARRANT NON-ALTRINSIC SOLUTIONS PRODUCTS. ANY SUCH PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS. ANY WARRANTY SERVICE FOR NON-ALTRINSIC SOLUTIONS PRODUCTS WILL BE PROVIDED BY THE PRODUCT MANUFACTURER IN ACCORDANCE WITH ANY APPLICABLE MANUFACTURER’S WARRANTY.
14. EXCLUSION OF CERTAIN DAMAGES. TO THE FULL EXTENT PERMITTED BY LAW, NEITHER ALTRINSIC SOLUTIONS NOR ITS LICENSORS SHALL IN ANY CASE BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, BUSINESS, OR DATA, COSTS OF COVER, OR EQUIPMENT DOWNTIME ARISING FROM OR RELATING TO THIS EULA OR THE USE OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ALTRINSIC SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS DISCLAIMER OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY, SO SOME OF THESE MAY NOT APPLY TO COMPANY.
15. LIMITATION OF LIABILITY. THE AGGREGATE LIABILITY OF ALTRINSIC SOLUTIONS OR ITS LICENSORS ARISING FROM OR RELATING TO THIS EULA OR THE USE OR INABILITY TO USE THE SOFTWARE (REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER CONTRACT, WARRANTY, TORT AND/OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF ALL LICENSE FEES PAID BY COMPANY FOR THE SOFTWARE LICENSE(S) GRANTED HEREUNDER.
16. SOLE REMEDY AND ALLOCATION OF RISK. COMPANY’S SOLE AND EXCLUSIVE REMEDY AND ALTRINSIC SOLUTIONS’ SOLE AND EXCLUSIVE LIABILITY ARE SET FORTH IN THIS EULA. THIS EULA DEFINES A MUTUALLY AGREED-UPON ALLOCATION OF RISK.
17. NOTICE. THE PRODUCTS ARE NOT INTENDED OR LICENSED FOR USE IN ANY HAZARDOUS OR HIGH RISK ACTIVITY.
18. NO SUPPORT. Except as expressly required by applicable law, nothing in this EULA entitles Company to any support, maintenance, or new versions of the Software; such items are available at cost, or by separate agreement from Altrinsic Solutions. Company may contact Altrinsic Solutions to determine the availability of support, maintenance, and new versions of the Software, and the fees, terms, and conditions that would apply. Beta versions of the Software are offered without performance guarantee or support of any kind.
19. TAXES. In the event that any withholding, sales or use taxes or other taxes or government fees, assessments or charges are payable because of this EULA, or any license of the Software, or because of any payment by Company, then Company shall pay such taxes, fees, assessments and charges in addition to all other payments.
20. GOVERNING LAW AND ATTORNEYS’ FEES. This EULA shall be governed by the laws of the state of Arizona and the United States of America without giving effect to conflict or choice of law principles, and any litigation between the parties arising under this EULA shall be conducted exclusively in the state courts of Arizona in the United States of America or the federal district courts within Arizona. The parties agree to exclude application of the “United Nations Convention on Contracts for the International Sale of Goods” to this EULA. If Company acquired the Software in a country outside the United States, then that country’s local laws may apply. In any action or suit to enforce any right or remedy under this EULA or to interpret any provision of this EULA, the prevailing party will be entitled to recover its fees and costs, including reasonable attorneys’ fees.
21. SEVERABILITY. If any provision in this EULA is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this EULA shall remain in effect.
22. TERM AND TERMINATION. This EULA is effective until terminated. Company may terminate this EULA by uninstalling and returning the Software to Altrinsic Solutions along with all Documentation and original media. The licenses granted herein shall automatically terminate without notice if Company fails to comply with any material provision of this EULA. In such event, Company must immediately uninstall and return the Software, including all Documentation and original media, to Altrinsic Solutions. This shall not limit or affect any remedy available to Altrinsic Solutions for company’s breach of this EULA.
23. U.S. GOVERNMENT END USERS. The Products are provided with Restricted Rights. Use, duplication, or disclosure by the United States Government is subject to restrictions applicable to commercial computer software as set forth in the Federal Acquisition Regulations (FAR) §52.227-14 (Jun 1987) Alternate III (June 1987), FAR § 52.227-19 (June 1987), or DFARS § 252.227-7013 (b)(3) (Nov 1995) or applicable successor provisions. Use of the Software by the U.S. Government constitutes acknowledgment of Altrinsic Solutions’ proprietary rights therein. Manufacturer is Altrinsic Solutions, LLC, 95 W. Blackstone, Oro Valley, Arizona USA 85755
24. EXPORT LAWS. Company acknowledges that the Products are subject to applicable import and export regulations of the United States and of the countries in which Company does do business. It is company’s responsibility to comply with the United States and other countries’ government requirements as they may be amended from time to time. Without limiting the generality of the foregoing, and regardless of any disclosure made by Company to Altrinsic Solutions regarding an ultimate destination of the Software, Company shall not export, re-export, transfer, divert, or disclose (directly or indirectly) the Software or any portion thereof to any country in violation of U.S. export laws or regulations or any other law, regulation, or government order. Note that Software containing encryption may be subject to additional restrictions.
25. CONSTRUCTION. No rule of strict construction shall apply against or in favor of either party in the construction and interpretation of this EULA.
26. ASSIGNMENT. Company may not assign, sublicense, or transfer this EULA, the Software, or any rights or obligations hereunder without prior written consent of Altrinsic Solutions. Any such attempted assignment, sublicense, or transfer will be null and void. Altrinsic Solutions may terminate this EULA in the event of any such attempted assignment, sublicense, or transfer.
27. ENTIRE AGREEMENT. This EULA sets forth the entire understanding and agreement between the parties relating to its subject matter and may be amended only in a writing signed by both parties. Any waiver of or promise not to enforce any right under this EULA shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. ANY TERMS AND CONDITIONS OF ANY PURCHASE ORDER OR OTHER DOCUMENT SUBMITTED BY COMPANY IN CONNECTION WITH THE SOFTWARE THAT ARE IN ADDITION TO, DIFFERENT FROM, OR INCONSISTENT WITH THE TERMS AND CONDITIONS OF THIS EULA ARE NOT BINDING ON ALTRINSIC SOLUTIONS AND ARE INEFFECTIVE. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON, OR OTHER PERSON IS AUTHORIZED BY ALTRINSIC SOLUTIONS TO MODIFY THIS EULA OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT THAN OR IN ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES EXPRESSLY SET FORTH IN THIS EULA.
Copyright (c) 2012 Altrinsic Solutions, Inc. All rights reserved