PolicyPak Software End User License Agreement

IMPORTANT: READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY AND IN ITS ENTIRETY BEFORE INSTALLING, DOWNLOADING OR USING THE LICENSED SOFTWARE.  THE ATTENTION OF THE CUSTOMER IS ESPECIALLY DIRECTED TO: SECTIONS 13, 14, AND 15 OF THIS AGREEMENT, WHICH CONTAIN IMPORTANT LIMITATIONS ON THE RIGHTS OF THE CUSTOMER TO ASSERT CLAIMS AGAINST THE VENDOR, POLICYPAK SOFTWARE, INC.; SECTION 16, WHICH DESCRIBES THE CUSTOMER’S DUTY TO INDEMNIFY THE VENDOR; AS WELL AS SECTION 3.3, WHICH NOTIFIES THE CUSTOMER THAT ITS FAILURE TO PAY APPLICABLE LICENSING FEES WILL ULTIMATELY CAUSE THE LICENSED SOFTWARE TO BECOME AUTOMATICALLY DISABLED.

ALL SECTIONS OF THIS AGREEMENT SHALL APPLY TO BETA AND TRIAL VERSIONS IN ADDITION TO LICENSED SOFTWARE FOR WHICH THE CUSTOMER HAS PAID APPLICABLE LICENSING FEES, UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN.

By clicking the “I Accept” OR “I AGREE” Button, OR BY INSTALLING, DOWNLOADING OR USING THE LICENSED SOFTWARE AFTER HAVING AN OPPORTUNITY TO READ THIS AGREEMENT, THE Customer acknowledges and accepts that this Agreement constitutes the ENTIRE AGREEMENT between the Vendor and Customer WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENT.  PLEASE SEE SECTION 23 OF THE AGREEMENT FOR A FULLER EXPLANATION OF WHAT THIS MEANS TO THE CUSTOMER.

BY CLICKING THE “I ACCEPT” OR “I AGREE” BUTTON OR BY INSTALLING, DOWNLOADING OR USING THE LICENSED SOFTWARE AFTER HAVING AN OPPORTUNITY TO READ THIS AGREEMENT, THE CUSTOMER IS CONSENTING TO BE BOUND BY THIS AGREEMENT.  IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE “I ACCEPT” BUTTON.  INSTEAD, CLOSE THIS WINDOW, AND THE DOWNLOAD/INSTALLATION PROCESS WILL CEASE TO CONTINUE.

1.1 “Customer” shall mean the Licensee under this Agreement, or more specifically, the individual, company, corporation, association, organization, or other entity that purchased software license(s) from Vendor, and/or on whose computers the Licensed Software shall be utilized.

1.2 “Vendor” shall mean PolicyPak Software, Inc., the Licensor under this Agreement,

1.3 “Licensed Software” shall mean the object code version of the computer programs to be provided by Vendor to Customer per the order form including both the Management Workstation Component and the Client-Side Extension, all aspects of the PolicyPak licensing system (including the licensing key), and including any updates, supplements, and add-on components that Vendor may provide or make available to Customer after Customer obtains an initial copy of the Licensed Software, except to the extent that such an update, supplement or add-on component is governed by a separate End User License Agreement.

1.4 “Management Workstation Component” shall mean the component of the Licensed Software intended to cause the Third-Party Software to become Group Policy enabled.

1.5 “Client-Side Extension” shall mean the component of the Licensed Software that must be deployed on all of Customer’s workstations or servers on which the Customer wishes to manage the Third-party Software using the Management Workstation Component of the Licensed Software.

1.6 “Documentation” shall mean Vendor’s most current documentation for the Licensed Software, which may be updated from time to time by Vendor without notice to the Customer, including but not limited to information provided by Vendor’s website regarding current licensing fees, support and maintenance services, hardware requirements and user instructions regarding the installation and operation of the Licensed Software.

1.7 “Managed Computer” shall mean a managed unique workstation or server, represented in the Customer’s Active Directory Domain or Organizational Unit hierarchy to which Group Policy Objects invoking the Licensed Software have been linked.

1.8 “Managed User” shall mean a discrete managed user account represented in the Customer’s Active Directory Domain or Organizational Unit hierarchy to which Group Policy Objects invoking the Licensed Software have been linked.

1.9 “Third-party Software” shall mean the software that may become Group Policy-enabled via implementation of the Licensed Software.

1.10 “True-up” shall mean the ongoing process by which the Customer must make an accounting to the Vendor for Customer’s actual usage of the Licensed Software relative to the Customer’s pre-paid usage for a given period.  Such pre-paid usage is reflected by the licensing key generated by the Vendor upon Customer’s prior license purchase.

2. License Grant. Subject to the terms and conditions of this Agreement, Vendor grants to Customer a non-exclusive, non-transferable, limited license to use the Licensed Software solely for the Customer’s internal business purposes.  Customer may make as many copies of the Licensed Software in machine-readable form as the Customer requires, and all such copies will be subject to the terms of this Agreement.

3.  Licensed Software Use Restrictions. Customer’s use of the Licensed Software shall be subject to the following restrictions:

3.1 The Licensed Software shall be used solely for Customer’s internal business purposes, and shall be used solely by those of Customer’s officers, directors, employees, agents, contractors and subcontractors for whom a user account is maintained in the Customer’s licensed Active Directory.  Customer shall not sublicense, lend, rent or lease the Licensed Software.

3.2 There shall be no limitation on the number of workstations upon which the Management Workstation Component of the Licensed Software may be installed at any given time.

3.3 The Client-Side Extension of the Licensed Software may be deployed for on as many computers as the Customer so desires, and may be utilized to manage the Third-Party Software with respect to as many Managed Computers or Managed Users as the Customer so desires, subject to the requirements of the PolicyPak licensing system and in compliance with this Agreement.  Under the PolicyPak licensing system, upon Customer’s purchase of a license from the Vendor, the Vendor shall generate a licensing key reflecting Customer’s payment for a given number of licensed Managed Computers or Managed Users.  Every one-hundred and eighty (180) days thereafter, the Customer shall be obligated to perform a True-Up, and Vendor may make reasonable efforts to remind Customer of this obligation via e-mail.  To fulfill its True-up obligation, the Customer shall use the licensing evaluator tool incorporated into the Licensed Software to determine Customer’s current usage (in terms of Managed Computers or Managed Users).  (NOTE: The licensing evaluator does not count the number of computers on which the Client-Side Extension is installed.  Rather, the licensing evaluator counts the number of Managed Users or Computers. VENDOR RECOMMENDS THAT CUSTOMER LINK GROUP POLICY OBJECTS TO ORGANIZATIONAL UNITS rather than sites if CUSTOMER doES not wish to obtain licensing for ITS entire ACTIVE DIRECTY domain, AS THE LICENSING EVALUATOR CANNOT COUNT MANAGED USERS OR MANAGED COMPUTERS IN SITES). In the event that at the time of True-up the Customer’s actual usage exceeds its pre-paid usage as reflected by the licensing key, the Customer shall be obligated to pay an additional licensing fee to the Vendor in accordance with the Documentation, or, in the event that Customer does not wish to continue use of the Licensed Software, to terminate this Agreement in accordance with Section 8 thereof.  Upon completion of a True-up, the Vendor shall generate a new licensing key for the Customer. Customer acknowledges AND AGREES that licensing keys shall be valid for no more than TWO-HUNDRED AND TEN (210) days after they are generated by Vendor.  Consequently, in the event that the Customer fails to COMPLETE A True-up within thirty (30) days after the requirement to do so arises, a disabling mechanism incorporated into the Licensed Software will cause the Licensed Software to automatically cease to function. Any attempt by the Customer to circumvent the PolicyPak licensing system or to otherwise avoid paying appropriate license fees shall constitute a breach of this Agreement.

3.4 Beta versions of the Licensed Software. Vendor may provide to the Customer a beta version of the Licensed Software, for which no consideration is paid by the Customer, and to which the PolicyPak licensing system described at Section 3.3 of this Agreement does not apply.  Beta versions shall be used by Customer for the limited purposes of testing, evaluation, and demonstration of the Licensed Software.  Any beta version of the Licensed Software shall automatically cease to function, and thus the Third-party Software shall cease to be managed, at the expiration of a certain time period set at the sole discretion of the Vendor, but not to exceed six (6) months from Customer’s download of the Licensed Software.

3.5 Trial versions of the Licensed Software. Vendor may provide to the Customer a trial version of the Licensed Software, for which no consideration is paid by the Customer, and to which the PolicyPak licensing system described at Section 3.3 of this Agreement does not apply. Trial versions of the Licensed Software shall be used by Customer for the sole purpose of determining whether Customer wishes to purchase licenses from the Vendor pursuant to the PolicyPak licensing system described at Section 3.3 of this Agreement.  Any trial version of the Licensed Software shall be subject to the use restrictions set forth in the Documentation.

3.6 Customer shall not cause the Licensed Software in any manner, and to any extent, to be disassembled, decompiled or reverse engineered.

3.7 Customer shall not upload, translate, post, port, publish, modify or create derivative works of the Licensed Software.

3.8 In addition to the limitations set forth at Section 3.7 of this Agreement, Customer shall not disclose or cause to be disclosed any information regarding the Customer’s licensing key to any individual or entity other than those that require such information in order to assure the proper implementation of the Licensed Software for the Customer’s internal business purposes.

3.9 Any use of the Licensed Software not specifically authorized by this Agreement is prohibited.

4. Ownership. This agreement does not grant to the Customer any ownership interest in the Licensed Software.  Rather, Customer has a license to use the Licensed Software as provided in this Agreement.  Customer hereby agrees and acknowledges that vendor owns all right, title, and interest in the Licensed Software as well as any copy, modification, revision, enhancement, adaptation, translation, or derivative work thereof, made by or at the direction of the Customer.  Vendor also owns solely and exclusively all worldwide patent rights, copyrights, trademark rights, trade secret rights, and all other proprietary rights (collectively referred to herein as “Intellectual Property Rights”) in the Licensed Software.  Customer shall not remove any proprietary notice of Vendor from any copy of the Licensed Software.

5. Reservation of Rights. The Licensed Software contains material that may be protected by United States copyright law, trademark law, patent law, trade secret law, by international treaty provisions and/or by other applicable law.  All rights arising under the law not specifically granted to Vendor by this Agreement are expressly reserved by Vendor.

6. Licensed Software Updates. In the event that a minor update of the Third-party Software is released to the public, and in the event that such minor update may adversely affect the compatibility of the Third-party Software and the Licensed Software, Vendor shall make available for free download on its website within a reasonable time after such release, and for a period of one (1) year, a commensurate update to the Licensed Software.  In the event that a major update of the Third-party Software is released to the public, Vendor shall make available for its website within a reasonable time period a commensurate update to the Licensed Software, for which Customer will be required to pay the licensing fee set forth in the Documentation.  In the case of either a minor update or a major update, Customer hereby acknowledges and agrees that it shall be solely the Customer’s responsibility to obtain the available update to the Licensed Software, and to pay Vendor’s required licensing fee, if any. Notwithstanding the fact that Vendor may from time to time contact Customer regarding updates of the Licensed Software, Vendor is under no obligation to inform Customer of such updates.

7. Support and Maintenance. Vendor may provide Customer with support and/or maintenance services related to the Licensed Software.  Vendor’s provision of support and maintenance shall be governed by Vendor’s policies and programs as set forth in the Documentation. However, to the extent that the terms of any of Vendor’s policies or programs for support and/or maintenance services conflict with the terms of this Agreement, the terms of this Agreement shall control.  Only versions of the Licensed Software released by the Vendor in accordance with or subsequent to the last major update of the relevant Third-Party Software will be supported or maintained.  Customer acknowledges and agrees that Vendor may collect and use Customer’s technical information acquired as part of the support and/or maintenance services provided to Customer, if any, for the limited purpose of improving Vendor’s products and or services, and without disclosing this technical information in a manner that personally identifies the Customer.  Such use of Customer’s technical information by Vendor shall not constitute a breach of confidentiality.

8. Term and Termination. This Agreement and the license granted herein shall remain effective until terminated. Customer may terminate this Agreement and the license at any time by destroying all copies of the Licensed Software within its possession and control. Without prejudice to any of Vendor’s rights arising under this Agreement, Customer's rights under this Agreement will terminate immediately without notice from Vendor if Customer fails to comply with any provision of this Agreement. Upon termination, Customer shall destroy all copies of the Licensed Software in its possession or control. All confidentiality obligations of Customer and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement.

9. Fees and Payment. In conjunction with submission of the Order Form, Customer shall authorize payment to Vendor of the applicable license fees, on a per Managed Computer basis or per Managed User basis, at the applicable rate set forth in the Documentation.  Whether Customer shall be licensed on a Managed User or Managed Computer basis shall be at the sole discretion of the Vendor.  In the event that at the time of a True-up a Customer’s usage exceeds that reflected in its licensing key, Customer shall authorize payment to the Vendor of the applicable additional license fees on a per Managed Computer or per Managed User basis as set forth in the Documentation.  Customer shall also pay all federal, state and local taxes, government fees, and other similar amounts, as well as all telecommunications and carrier charges arising out of or in connection with the subject matter of the Agreement.  All payments made under the Agreement are nonrefundable, except as specifically provided for by the Limited Warranty provision at Section 12 of this Agreement.

Note: The above requirement to pay license fees shall not apply to any beta version or trial version of the Licensed Software that may be licensed to the Customer.

10. Confidentiality. All confidential, proprietary, or trade secret information (collectively, “Confidential Information”) disclosed, either intentionally or inadvertently, by one party to the other through performance of this Agreement shall remain the property of the disclosing party.  With the exception of Customer’s technical information acquired and used by Vendor as described at Section 7 of this Agreement, the receiving party shall make no use whatsoever of inadvertently disclosed Confidential Information, and shall promptly notify the disclosing party of its inadvertent disclosure.  The receiving party shall use intentionally disclosed Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer any of the Confidential Information or any part thereof to any third party, excluding the party’s authorized employees.  Customer will implement adequate procedures with its employees to satisfy their obligations under this Agreement.

11. Demonstrations and Promotions Referring to Customer. Customer hereby agrees and acknowledges that Vendor may place Customer’s company name and/or logo on its website, use Customer’s company name and/or logo in live, written and on-line presentations to other potential customers and business partners, use Customer’s company name in a release to the press, or otherwise use Customer’s company name and/or logo in the Documentation for the limited purpose of indicating the existence of a customer relationship between Vendor and Customer.  Customer hereby agrees and acknowledges that the activities described in this Section shall not constitute a breach of Customer’s confidentiality.

12. Limited Warranty. Vendor warrants that the Licensed Software shall perform substantially in accordance with the Documentation for a period of ninety (90) days after download thereof (the “Warranty Period”).  In the event of a failure within the Warranty Period, Customer shall provide written notice to the Vendor explaining with particularity the nature of the failure.  This Limited Warranty is void if the errors or nonconformities in the Licensed Software are the result of Customer’s misuse, abuse, negligence, misapplication of, or modification of the Licensed Software, or of any other factor that does not constitute an inherent defect in the Licensed Software as provided to the Customer.

Note: Limited warranty not applicable to beta versions and trial versions. Customer agrees and acknowledges that in the event that a beta version or trial version of the Licensed Software has been provided to the Customer, the Customer has provided Vendor with no consideration in return.  Further, in the case of beta versions of the Licensed Software, the Licensed Software may have been provided in large part for the purpose of testing the Licensed Software. Thus, the Limited Warranty is inapplicable to beta versions of the Licensed Software, as well as trial versions of the Licensed Software. Beta versions and trial versions of the Licensed Software are provided AS IS and WITH ALL FAULTS, and without warranty of any kind.

13. Disclaimer of All Other Warranties. WITH THE SOLE EXCEPTION OF THE LIMTED WARRANTY PROVIDED AT SECTION 12 OF THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENDOR HEREBY Disclaims all other warranties and conditions, whether express, implied or statutory, including, but not limited to THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, reliability or availability, lack of viruses, workmanlike effort, lack of negligence, SATISFACTORY QUALITY, NON-INTERFERENCE, AND ACCURACY OF INFORMATIONAL CONTENT, ALL WITH REGARD TO THE SOFTWARE PRODUCT, AND WITH REGARD TO THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT AND MAINTENANCE SERVICES.  CUSTOMER ACKNOWLEDGES AND AGREES THAT THERE IS NOT AND SHALL NOT BE ANY WARRANTY ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE, INCLUDING BUT NOT LIMITED TO THE DOCUMENTATION, PROVIDED OR MADE AVAILABLE BY VENDOR OR VENDOR’S REPRESENTATIVES SHALL CREATE A WARRANTY WITH REGARD TO THE SOFTWARE PRODUCT OR TO THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT AND MAINTENANCE SERVICES, OR SHALL IN ANYWAY INCREASE THE SCOPE OF THE LIMITED WARRANTY PROVIDED IN THIS AGREEMENT.

CUSTOMER ACKNOWLEDGES AND AGREES THAT BECAUSE OF THE TECHNICAL NATURE OF THE LICENSED SOFTWARE, AND INDEED SOFTWARE PRODUCTS IN GENERAL, NOT ALL COMBINATIONS OF THE LICENSED SOFTWARE WITH CERTAIN HARDWARE AND/OR OTHER SOFTWARE WILL BE POSSIBLE.  NOTWITHSTANDING THE FACT THAT VENDOR HAS MADE REASONABLE EFFORTS TO TEST THE LICESNED SOFTWARE, VENDOR DOES NOT WARRANT THAT THE LICESNED SOFTWARE WILL WORK WITH THE CUSTOMER’S PARTICULAR CONFIGURATION, THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE LICENSED SOFTWARE OR ANY INFORMATION EXCHANGED THEREON WILL BE SECURE.  THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE LICENSED SOFTWARE IS ASSUMED BY CUSTOMER.

14. Exclusion of Liability.

14.1 Exclusion of Liability for Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENDOR, its directors, officers, agents, employees, SUBCONTRACTORS, members, subsidiaries, affiliates OR ITS SUPPLIERS BE LIABLE FOR ANY COMPENSATORY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, but not limited to, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER PECUNIARY LOSS) ARISING UNDER CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION,  BREACH OF WARRANTY OR OTHER THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT OR CONNECTED IN ANY WAY WITH THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT AND MAINTENANCE SERVICES, EVEN IF VENDOR IS ACTUALLY OR CONSTRUCTIVELY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Exclusion of Liability for Property Damage. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENDOR, its directors, officers, agents, employees, SUBCONTRACTORS, members, subsidiaries, affiliates OR ITS SUPPLIERS BE LIABLE FOR PROPERTY DAMAGE ARISING OUT OF THIS AGREEMENT OR CONNECTED IN ANY WAY WITH THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT AND MAINTENANCE SERVICES, EVEN IF VENDOR IS ACTUALLY OR CONSTRUCTIVELY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Exclusion of Liability for Personal Injury. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENDOR, its directors, officers, agents, employees, SUBCONTRACTORS, members, subsidiaries, affiliates OR ITS SUPPLIERS BE LIABLE FOR PERSONAL INJURY ARISING OUT OF THIS AGREEMENT OR CONNECTED IN ANY WAY WITH THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT AND MAINTENANCE SERVICES, EVEN IF VENDOR IS ACTUALLY OR CONSTRUCTIVELY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.4 BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SOME OR ALL OF THE LIMITATIONS ON VENDOR’S LIABILITY SET FORTH ABOVE MAY NOT APPLY TO THE CUSTOMER.

14.5 Customer acknowledges and agrees that Vendor has set its FEES and entered into this Agreement in reliance upon the limitations/EXCLUSIONS of liability set forth IN THIS SECTION, AND THAT SUCH LIMITATIONS/EXCLUSIONS WERE AN INTEGRAL PART OF THE CONSIDERATION FOR THE AGREED UPON FEES.

15. Exclusive Customer Remedies. Vendor’s entire liability and Customer’s exclusive remedy for any breach of the Limited Warranty or for any other breach of this Agreement or for any other liability relating to the Licensed Software shall be, at Vendor’s option, either (a) return of the price paid for the Licensed Software, if any, or (b) repair or replacement of Licensed Software, in the event that the Licensed Software does not meet Vendor’s Limited Warranty. Any replacement software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

16. Indemnification. Customer shall defend, indemnify and hold harmless Vendor and its directors, officers, agents, employees, subcontractors, members, subsidiaries and affiliates from and against any claim, action, proceeding, liability, loss, damage, cost, or expense arising out of or in connection with Customer’s use of the Licensed Software. The obligations created by this Section shall not, however, apply to any claim, action, proceeding, liability, loss, damage, cost, or expense arising out of or in connection with a third-party’s allegation of infringement of Intellectual Property Rights against the Vendor, except where the allegation of infringement arises from (a) modification of the Licensed Software by any party other than Vendor or its employees or agents; or (b) Customer’s failure to implement an update to the Licensed Software that may have avoided the infringement.

17. Binding Arbitration. Unless expressly stated otherwise herein, any and all claims arising out of or in connection with this Agreement, including claims arising after termination of the Agreement, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted in Philadelphia County, Pennsylvania, U.S.A.  In the event that either party brings a claim, other than a claim as described at Section 19 of this Agreement, in a forum other than AAA, the arbitrator may award the other party its reasonable costs and expenses, including attorneys' fees, incurred in staying or dismissing such other proceedings or in otherwise enforcing compliance with this dispute resolution provision. Any claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of another party. Judgment on the award rendered by the arbitrator(s) may be entered in any state or federal court having jurisdiction thereof.

18. Choice of Law and Forum. This Agreement shall be construed and enforced in accordance with the laws of the State of Pennsylvania, and applicable United States federal law.  In the event that the arbitration provision of Section 17 is held to be unenforceable for any reason, any and all claims arising out of or in connection with this Agreement shall be brought in the state or federal courts located in Philadelphia County, Pennsylvania, U.S.A., which shall have exclusive jurisdiction over all disputes between Customer and Vendor, both of whom consent to the exercise of personal jurisdiction by these courts.

19. Exceptions to Arbitration. Customer acknowledges and agrees that Vendor will be irreparably injured if the Vendor’s Intellectual Property Rights in the Licensed Software are not capable of being specifically enforced, and agrees, notwithstanding the Arbitration requirement of Section 17 of this Agreement, that Vendor shall be entitled to seek equitable remedies in any court of competent jurisdiction for any infringement by Customer upon Vendor’s Intellectual Property Rights.

20. Assignment. Neither this Agreement nor any interest in this Agreement may be assigned by Customer without the prior express written approval of Vendor.  Vendor may assign, pledge, mortgage, sell to a third party, or otherwise dispose of all or any portion of this Agreement, provided that such action shall not relieve Vendor of its obligations to Customer under this Agreement or reduce Customer’s rights hereunder.

21. Severability. If any provision of this Agreement is found to be to be invalid, illegal, unenforceable or in conflict with applicable law, such provision shall be deemed omitted and ineffective only to the extent that it is in contravention of applicable law, and the remaining provisions of this Agreement, including all other paragraphs, sentences or clauses contained in the same Section as the former offensive provision, shall remain in full force and effect.

22. Export. The Licensed Software may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software and Documentation.

23. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement. Consequently, this Agreement supersedes all prior and contemporaneous verbal or written agreements, understandings, and commitments between the parties, including but not limited to any statement of any kind appearing on any portion of the Vendor’s website.  The Customer hereby expressly waives all former, contemporaneous, and future implied warranties and express warranties made, in whatever form, by the Vendor or Vendor’s representatives.

Trademark Notice:  “Active Directory”® is a registered trademark of the Microsoft Corporation.

Constituent parts of the Licensed Software are:

TinyXML: TinyXML was originally written by Lee Thomason. Changes and newly released versions created with the help of Yves Berquin, Andrew Ellerton, and the tinyXml community. (www.grinninglizard.com/tinyxml/).

Zlib data compression library:  Copyright © 1995-2005 Jean-loup Gailly, Mark Adler.

OpenSSL Toolkit:  Open SSL: Copyright © 1998-2007 The OpenSSL Project. All rights reserved.

SSLeay: Copyright (C) 1995-1998 Eric Young ( This e-mail address is being protected from spambots. You need JavaScript enabled to view it ). All rights reserved.