End User License Agreement (EULA)

END USER LICENSE AGREEMENT (“EULA”)

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE INSTALLING OR USING THE PRODUCTS. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.

This Agreement sets forth the terms and conditions between Archer Scripts LLC and ______________________________ (the “Company”) of the Company’s use of the accompanying Archer Scripts solutions (the “Software”). For the purposes of this Agreement, “you” means the Company, the end user, and “Licensor” means Archer Scripts LLC and its subsidiaries and affiliates.

LICENSE DETAILS

License Number: [Unique License Number]

Solution Name:

Purchase Order:

Valid Domain(s): [Domain Name(s) for which the license is valid]

License Term: [Start Date] – [End Date]

License Type: Annual

I. LICENSE GRANT

Licensor hereby grants to you a non-exclusive and non-transferable one-year license to use the Software and related documentation (the “Documentation”), according to the provisions contained herein and subject to payment of the applicable annual license fee. The term Software may refer to associated software components, media, printed materials, and “online” or electronic documentation and also includes updates and supplements to the original Software provided to you.

Your installation and use of the Software under this Agreement is restricted to your licensed domain specified in the “LICENSE DETAILS” section. You may install and apply the Software to an unlimited number of applications across unlimited Archer instances within a single company so long as the host domain is licensed under this Agreement. Otherwise, the Software and Documentation may be copied only as essential for backup or archive purposes. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software and Documentation on any copies that you make.

II. NO ASSIGNMENT; NO TRANSFER

You agree not to transfer or assign the Software and/or this Agreement to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the Software and/or this Agreement, then you must at the same time either transfer any copies of the Software and Documentation to the same party or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Agreement.

III. NO MODIFICATION; NO REVERSE ENGINEERING

You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software or assist someone in performing such prohibited acts.

IV. IMPORT/EXPORT RESTRICTIONS

You agree not to import or export the Software or any Documentation (or any copies thereof) or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.

V. TITLE

This is a license agreement, and not an agreement for sale. Licensor retains ownership of and copyrights in the copy of the Software (including source code) and Documentation delivered to you and in all copies thereof that you may be licensed to make under this Agreement. The Software and Documentation are protected by U.S. copyright laws and other intellectual property laws and international treaty provisions.  Licensor retains all rights not expressly granted to you in this Agreement.

VI. TERM AND TERMINATION

This license’s commencement and expiration dates are specified in the “Details” section of this document. Your license for the Software will terminate immediately if you fail to comply with any term or condition of this Agreement, file for bankruptcy, or are placed in receivership. Upon such termination, you agree to destroy the Software and Documentation, together with all copies thereof. You agree that you will not be entitled to a refund of any applicable annual license fee upon early termination of this Agreement.

VII. GOVERNING LAW

This Agreement shall be governed by, subject to, and construed in accordance with, the substantive laws of the State of New York, without regard to its conflict of laws provisions. You agree to be subject to personal jurisdiction in the State of New York for the purposes of enforcing the provisions of this Agreement. The prevailing party in any such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred in litigating or otherwise settling or resolving such action.  YOU FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.

VIII. SOFTWARE MAINTENANCE AND UPDATES

Licensor will release, from time to time, updates to existing versions of the Software, and/or will release new versions of the Software. You will be entitled to receive any major or minor version releases for the Software during the term of your license.

IX. LIMITED WARRANTY

During the term of the license, Licensor warrants that the Software, if operated as directed, will substantially achieve the functionality described in any Documentation. During the term of the license, Licensor will provide new versions of the Software that are compatible with RSA Archer upgrades, as needed. Licensor does not warrant, however, that your use of the Software will be uninterrupted or, that the operation of the Software will be error-free. Licensor also warrants that the media containing the Software, if provided by Licensor, is free from defects in material and workmanship and will so remain during the Warranty Period.

Licensor’s sole liability for any breach of this warranty shall be, in Licensor’s sole discretion (i) to replace your defective media or Software, or (ii) to advise you how to achieve substantially the same functionality with the Software as described in any Documentation through a procedure different from that set forth in any Documentation, or (iii) if the above remedies are impracticable, to provide a pro-rata refund of the annual license fee of the Software for the remainder of the term of the license.

Licensor will use reasonable commercial efforts to repair, replace, advise or, for individual consumers, refund pursuant to the foregoing warranty. Licensor’s standard support SLA is forty-eight (48) hours, calculated based on business days, from receipt of your request to provide an email response.

In the event that an upgrade to RSA Archer causes a break in existing functionalities of the Software during the term of the license, Licensor shall provide you with a new version of the Software containing features substantially similar to the prior version of the Software. If, however, the upgrade to RSA Archer prevents Licensor from providing core matching features similar to the prior version of the Software or if you are dissatisfied with the functionality of the new version of the Software, Licensor’s sole liability to you shall be to provide you a pro-rated refund of the annual license fee of the Software for the remainder of the term of the license.

If any modifications are made to the Software by you during the term of the license, if the media is subjected to accident, abuse, or improper use or if you violate the terms of this Agreement, then this warranty shall immediately terminate. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Software was designed to be used as described in the Documentation.

THIS IS A LIMITED WARRANTY, AND THE WARRANTY SET FORTH IN THIS AGREEMENT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE TERM OF THE LICENSE. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.

X. LIMITATION OF REMEDIES

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR, OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PROGRAMS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR’S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR’S LIABILITY EXCEED THE ANNUAL LICENSE FEE PAID BY YOU FOR THE SOFTWARE.

XI. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Licensor, its suppliers and its resellers from and against liabilities, costs, damages and expenses (including settlement costs and reasonable attorneys’ fees) arising from any claims from anybody that result from or relate to your use, reproduction or distribution of the Software, or your breach of any representation, warranty or obligation under this Agreement.

XII. SEVERABILITY

In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

XIII. ENTIRE AGREEMENT

You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor which supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement. This Agreement may only be modified by a written agreement signed by both you and an authorized representative of Licensor.

XIV. ACKNOWLEDGEMENT

By downloading, installing or using any of these Software, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

XV. FORCE MAJEURE

Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

[Your Company Name]

By: _______________________________

Name:

Title:

Date:

[Client’s Company Name]

By: _______________________________

Name:

Title:

Date: