End User License Agreement (EULA)

End User License Agreement

This End-User License Agreement (this "Agreement") is a legal contract between the Licensee, as either an individual or a single business entity, "the Licensee" and MachSol, Inc., its affiliates and subsidiaries (collectively hereafter "MachSol").

The MACHSOL entity that is applicable to the Licensee depends on the Licensee's physical location:

  •   United States & Canada:
  •   Europe, Russia, Middle East, & Africa:
  •   Asia & South Pacific:
  •   All other countries:

BY CLICKING ON THE "ACCEPT" BUTTON AND INSTALLING THE PRODUCT, LICENSEE ARE ACCEPTING THE TERMS AND CONDITIONS IN THIS AGREEMENT; CLICKING ON THE "ACCEPT" BUTTON IS THE SAME AS SIGNING A HARDCOPY CONTRACTUAL AGREEMENT. READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING MACHSOL'S PROPRIETARY PRODUCT ("PRODUCT") OR OBTAINING A LICENSE KEY TO THE PRODUCT. IF LICENSEE DO NOT AGREE TO THIS AGREEMENT, LICENSEE MAY NOT DOWNLOAD, INSTALL, OR USE THE PRODUCT. "LICENSEE" MEANS THE NATURAL PERSON OR THE ENTITY THAT IS AGREEING TO BE BOUND BY THIS AGREEMENT, THEIR EMPLOYEES, AND THIRD PARTY CONTRACTORS THAT PROVIDE SERVICES TO LICENSEE. LICENSEE SHALL BE LIABLE FOR ANY FAILURE BY SUCH EMPLOYEES AND THIRD PARTY CONTRACTORS TO COMPLY WITH THIS AGREEMENT. IF LICENSEE COMPLY WITH THIS AGREEMENT, LICENSEE HAVE THE RIGHTS BELOW FOR EACH LICENSE LICENSEE ACQUIRE.



THE PRODUCT IS COPYRIGHTED AND IT IS LICENSED TO LICENSEE UNDER THIS AGREEMENT, NOT SOLD TO LICENSEE. BY DOWNLOADING THE PRODUCT OR OBTAINING A LICENSE KEY TO THE PRODUCT, LICENSEE ACKNOWLEDGE THAT LICENSEE HAVE READ THIS AGREEMENT, THAT LICENSEE UNDERSTAND IT, AND THAT LICENSEE ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF LICENSEE IS NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, LICENSEE SHOULD CLICK THE "I DO NOT ACCEPT" BUTTON, TERMINATE THE DOWNLOAD PROCESS, AND REFRAIN FROM ACCESSING OR USING THE PRODUCT. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN LICENSEE AND MACHSOL CONCERNING THE PRODUCT, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING LICENSEE MAY HAVE HAD WITH MACHSOL RELATING TO THE PRODUCT.

1. DEFINITIONS & TERMINOLOGY

Agreement means this End-User License Agreement including all addendums and exhibits attached to or incorporated into it;

  1. Business Day means any day other than a Saturday, Sunday or holidays in the United States;
  2. Effective Date is the date as specified;
  3. Term is the duration of Agreement;
  4. Documentation means the standard manuals (including those in electronic form), guides, drawings, technical data specifications, descriptions, diagrams, and other tangible material supplied by MachSol which describes or is otherwise useful with respect to the use, maintenance and support of the Product;
  5. Fees mean the amounts payable by the Licensee for the Subscription, Use, Maintenance and Support of the Product;
  6. Instance means an instance of infrastructure that includes any or all of the Product;
  7. Back-end means any Product not developed by MachSol.
  8. Product means all MachSol Product and technologies MachSol manufactures available under this Agreement, including but not limited to Product made available for license for a fee, Product provided prior to commercial release, and hardware, including any online services and other web based services; Any of MachSol, MachPanel Orchestration, MachPanel Suites, MachPanel Billing, MachPanel BlackBerry, MachPanel Dynamics CRM, MachPanel Exchange, MachPanel Hyper-V, MachPanel Lync, MachPanel SharePoint, MachPanel Web Hosting, MachPanel Tools, MachPanel ADSync, Hostmatic, and any other MachSol Products as may be offered by MachSol from time to time on MachSol website at www.machsol.com;
  9. Support Services means ("Technical Support" or "Support") and/or Maintenance Services ("Maintenance");
  10. Services means support, professional services, consulting, training and other services or advice provided;
  11. Third Party product means any Product not developed by MachSol but supplied to the Licensee under separate agreement(s);
  12. Intellectual Property means any intellectual property, including without limitation trademarks, service marks, rights in inventions, patents, brand names, registered designs, copyright, know how, trade secrets and any other proprietary rights which may arise from intellectual activity;

2. LICENSE

2.1. Grant of Licence

MachSol hereby grants to the Licensee, and the Licensee accepts, a limited, nonexclusive license to use the Product ("The Product") in machine-readable, object code form only, and the user manuals accompanying the Product (The "Documentation"), only as authorized in this Agreement. For purposes of this Agreement, the Product includes any updates, enhancements, modifications, revisions, or additions to the Product made by MachSol and made available to end-users through MachSol's website. Notwithstanding the foregoing, MachSol shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Product. License is granted per organization and geographical location.

2.2. Scope of Use

After installation activation of the Product is mandatory. The Product must be activated online through the Internet; the Licensee will be prompted to activate the Product when it is first installed and, if not activated at that time it will continue to run in trial mode, the Licensee will be prompted to activate the Product until Product is activated or the trial period ends. The length of the trial period is set forth during the activation process, and the trial version may contain a subset of the features and functions of the full version. After the expiration of any trial period the Product will stop running. The Licensee may use one copy of the Product activated by a license key on a single server (virtual or physical) owned, leased, or otherwise controlled by the Licensee. If the Licensee has multiple license keys for the Product, the Licensee may make and use as many copies of the Product as the Licensee have license keys. For purposes of this Agreement, "use" of the Product means loading the Product into the temporary or permanent memory of a computer. Installation of the Product on a network server solely for distribution to other computers is not "use" of the Product, and is permitted, as long as the Licensee have a license key for each server (virtual or physical) to which the Product is distributed. The Product may not be used on or distributed to a greater number of computers than the Licensee have license keys. If the Licensee use or distribute the Product to multiple users, the Licensee must ensure that the number of Subscription Licenses (SL) does not exceed the number of licenses the Licensee have obtained, or the Licensee will be in breach of this Agreement.

2.3. Term License, Perpetual License

If the Product is "Perpetual License Product", the Product is licensed on a Perpetual basis. You must purchase Maintenance with new licenses for Perpetual Licensed Product. Your initial Maintenance shall begin on the date the Licenses are delivered to the Licensee. Maintenance shall continue for a one (1) year term subject to your purchase of annual renewals (the "Maintenance Term"). After the expiration of any renewal the Product will stop running. During the initial or a renewal Maintenance Term, MachSol will provide Support and Maintenance including updates and upgrades. MachSol reserves the right, in its sole discretion, to modify such policies, as applicable to the Licensee generally, from time to time, upon posting to MachSol website at www.machsol.com. If there is a conflict between policies the most current version, posted at MachSol website will prevail.

2.4. Term License, Subscription License

If the Licensee licensed the Product on a Subscription basis this Agreement shall continue in effect until terminated pursuant to Article 7. If the Licensee licensed the Product on a Subscription basis for a limited license term, the Licensee rights to use the Product is limited to the license term. In particular, please note that by purchasing the Product on a Subscription basis, the Licensee consents to MachSol automatically renewing the Licensee’s Subscription term and invoicing the Licensee (or charging the Licensee's credit card or Debit Account, as applicable) for such renewal. Subscription licenses cannot be converted or transferred to a perpetual license. After the expiration of the Licensee Subscription, the Licensee is legally obligated to discontinue the Licensee’s use of the Product, destroy and remove the Product. MachSol reserves the right to require certification of the destruction and removal of the Product. As part of a Product Subscription License, Standard Technical Support & Maintenance, as described on the MachSol website at www.machsol.com, Support and Maintenance page, are included in the applicable Subscription fee and only available for accounts in good standing. When the Licensee Subscription ends, Product Maintenance and Support Services will be terminated. MachSol reserves the right, in its sole discretion, to modify such policies, as applicable to the Licensee generally, from time to time, upon posting to MachSol website at www.machsol.com. If there is a conflict between policies the most current version, posted at MachSol website will prevail.

2.5. Support & Maintenance

For MachSol to provide Support and/or Maintenance Services, the Licensee shall ensure that MachSol or its designated representative has reasonable remote access to the servers and systems on which the Product is installed, and the Licensee is solely responsible for obtaining any and all third party permissions and consents for such access. If the Licensee has not provided all necessary information to MachSol, or MachSol is otherwise denied or delayed access or information by the Licensee, then MachSol shall be excused, without liability, from performing any further Support and/or Maintenance obligations. Such failures on the Licensee’s part shall not relieve the Licensee from its payment obligations to MachSol. Further, the Licensee acknowledges that a delay caused by the Licensee’s failure to provide information or accessibility to the Product, may result in delays and additional costs for Support and/or Maintenance, for which the Licensee shall be liable.

2.6. Copies and Modifications

The Licensee may not reverse engineer, decompile, disassemble, or otherwise translate the Product or any license keys the Licensee have obtained. The Licensee may not modify or adapt the Product or any license keys that the Licensee have obtained in any way. The Licensee may make one copy of the Product in machine-readable form, the Documentation, and any license keys that the Licensee have obtained, solely for backup or archival purposes. Any such copies of the Product, Documentation, or license keys shall include any copyright or other proprietary notices included on such materials when the Licensee first received them. Except as authorized in this Section, no copies of the Product, Documentation, or license keys, or any portions thereof, may be made by the Licensee or any person under your authority or control. The Licensees have the right to customize the Product Web user interface only.

2.7. Assignment of Rights

The Licensee will not sublicense, lease, rent, or lend your rights in the Product, Documentation, or license keys, as granted by this Agreement, to any party without prior written consent of MachSol.

2.8. Description of Other Rights, Limitations, and Obligations

ALL RIGHTS IN THE PRODUCT NOT EXPRESSLY GRANTED ARE RESERVED BY MACHSOL OR ITS SUPPLIERS. The Licensee hereby agrees, that to the extent that any applicable mandatory laws (such as, for example, national laws implementing EC Directive 91/250 on the Legal Protection of Computer Programs) give the Licensee the right to perform any of the aforementioned activities without the consent of MachSol to gain certain information about the Product, before the Licensee exercise any such rights, the Licensee shall first request such information from MachSol in writing detailing the purpose for which the Licensee need the information. Only if and after MachSol, at its sole discretion, partly or completely denies your request, shall the Licensee exercise your statutory rights.

3. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

You will not Rent, sublicense, lease or lend the software without the express permission of the copyright holder as prohibited under the United States Software Rental Amendments Act of 1990 (Public Law 101-650).

3.1. Use Reporting, License Violations and Remedies

MachSol reserves the right to gather data on key usage including license key numbers, server IP addresses, domain counts and other information deemed relevant, to ensure that our Products are being used in accordance with the terms of this End-user License Agreement. MachSol expressly prohibits simultaneous, multiple installations of our Product and domain count overrides without prior written approval. Any unauthorized use shall be considered by MachSol to be a violation of this End-User License Agreement. MachSol reserves the right to remedy violations immediately upon discovery, by charging the then current list price of unauthorized keys to the credit card used to make the original, authorized purchase, or by any other means necessary. The Licensee agrees not to block, electronically or otherwise, the transmission of data required for compliance with this Agreement. Any blocking of data required for compliance under this Agreement is considered to be a violation of this Agreement and will result in immediate termination of this Agreement pursuant to Article 7.

3.2. License Automatic Update and Expiration

Your license may include an expiration date that can result in the termination of the license. If your license key is stolen, or if the Licensee suspect any improper or illegal usage of your license outside of your control the Licensee should promptly notify MachSol of such occurrence. A replacement license will be issued to the Licensee and the suspect license will be allowed to expire. For Subscription licenses, your monthly payment for each month must be processed prior to the expiration date for the license updates to be performed. For your convenience MachSol provides license expiration warnings in the Product interface should there be any issues that would cause the Product License to eventually expire. You are responsibility to contacting MachSol regarding any potential expiration that the Licensee deem inappropriate. MachSol shall not be liable for any damages or costs incurred in connection with the expired licenses.

3.3. Proprietary Rights to Product and Trademarks

The Licensee acknowledges that the Product and the Documentation are proprietary to MachSol, and the Product and Documentation are protected under United States copyright law and international treaties. The Licensee further acknowledge and agree that, as between the Licensee and MachSol, MachSol owns and shall continue to own all right, title, and interest in and to the Product and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant the Licensee any ownership interest in or to the Product or the Documentation, but only a limited right of use that is revocable in accordance with the terms of this Agreement. Any and all trademarks or service marks that MachSol uses in connection with the Product or with services rendered by MachSol are marks owned by MachSol. This Agreement does not grant the Licensee any right, license, or interest in such marks, and the Licensee shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.

3.4. Confidentiality

The Licensee shall permit only authorized users, who possess rightfully, obtained license keys, to use the Product or to view the Documentation. Except as expressly authorized by this Agreement, the Licensee shall not make available the Product, Documentation, or any license key to any third party. The Licensee will use your best efforts to cooperate with and assist MachSol in identifying and preventing any unauthorized use, copying, or disclosure of the Product, Documentation, or any portion thereof.

4. FEES & PAYMENTS

4.1. Fees

All Fees under this Agreement are due and payable upon the earlier delivery of the applicable Product or Service, or presentation of a MachSol invoice. The Licensee agrees that the license is conditioned on the Licensee’s paying all required Fees, whether upfront, recurring, or mixed. The Product will be available to the Licensee for use upon your receipt of one or more license keys. Upon acceptance of this Agreement, the Licensee may obtain one or more license keys by paying the requisite license Fees, using the procedure set forth on the MachSol website at www.machsol.com. The license Fees paid by the Licensee are paid in consideration of the license granted under this Agreement. MachSol reserves the right, in its sole discretion, to modify the license Fees as applicable to the Licensee. The effective date of the amended Fees will be no sooner than thirty (30) days following such notice.

4.2. Payment Obligation

If the Licensee selects to pay by Credit Card or Automatic Debit Account (“Debit Account”) please log in to your MachSol online account and enter all required payment information or enter required payment information when submitting the order. The Licensee understands that it must have sufficient funds available in its account to process the amount due. By submitting credit card or debit account information the Licensee authorize MachSol to submit and charge the credit card or debit account for all payments due during the term of this Agreement. The Licensee agrees to waive any charge-back rights and in the event of a dispute, a request for a refund must be submitted in writing along with all order Documentation in accordance with the standard policy of the company issuing the credit card or debit account. The Licensee acknowledges that all purchases from MachSol will be charged to the Licensee’s Credit card or debit account without recourse and subject to this Agreement. The individual executing this agreement represents and warrants to MachSol that he/she is authorized to make purchases and that the payment information provided is accurate and complete. Furthermore, the Licensee acknowledges that all purchases from MachSol will be charged to the Credit Card or Debit Account identified, without recourse. All information provided is retained encrypted, strictly confidential and used only for the purposes as noted above.

4.3. Payment Terms

As a convenience, MachSol may provide to the Licensee invoices for amounts owed, but the Licensee’s payment of all applicable Fees is not conditioned on receipt of any such invoice. The Licensee understands and agrees that it has sole responsibility to pay all Fees owed to MachSol under this Agreement. The Licensee payment is not subject to any setoff claims of any kind, including but not limited to inactive use, or where access to or use of the Instance or services is prevented for any reason including but not limited to the License Key has timed out or the Licensee did not install and/or use the Product, or the Licensee has not provided access for applicable services. The Licensee is obligated to pay all Fees regardless of whether the Licensee has received payment from its Resellers or Customers. MachSol reserves the right to take any and all appropriate action, without liability to MachSol, if the Licensee fails to pay as required herein, which may include but is not limited to (a) prevention of use by any party, ability to purchase additional seats, capacity, modules, and the like (b) withholding of services, maintenance, or the like until the Licensee has paid in full amounts owed to MachSol, (c) charging a late fee of 1.5% per month and an minimum administration fee of 25.00 in the Licensee’s currency (or less, as per the maximum amount allowed by applicable law) for all amounts past due date, and (d) charging the Licensee for all costs and expenses incurred by MachSol (including collection agency Fees, attorney’s Fees and the like) relating to collection of past due amounts. The Licensee agrees to pay and reimburse MachSol for all such amounts and Fees.

5. ENHANCEMENTS AND SUPPORT

MachSol shall have the sole discretion to determine the update fee or charge. Use of all such updates and enhancements by Licensee shall be subject to the terms and conditions of this Agreement. This EULA applies to single licensed copy of "Software". For further purchase of licenses for more than one copy, Licensee is required to observe applicable terms and agreement mentioned herein explicitly.

6. OTHER AGREEMENTS

The Licensee agrees to be bound by MachSol's currently effective Terms of Service and Privacy Policy. These documents are posted on MachSol website at www.machsol.com and incorporated into and made part of this Agreement.

7. TERM AND TERMINATION

This Agreement is effective upon your acceptance of the Agreement, or upon your downloading, accessing, and using the Product, even if the Licensee have not expressly accepted this Agreement. This Agreement shall continue in effect until terminated. Without prejudice to any other rights, this Agreement will terminate automatically if the Licensee fail to comply with any of the limitations or other requirements described herein. If the Licensee fails to pay the applicable Subscription license Fees, MachSol shall have the right to shut down the Product and your server. The Licensee may terminate this License Agreement at any time, subject to a one (1) months notice: (i) providing written notice of your decision to terminate the Agreement to MachSol and (ii) either returning the Product, Documentation, all copies thereof, and all license keys that the Licensee have obtained to MachSol or destroying all such materials and providing written verification of such destruction to MachSol. MachSol may terminate this License Agreement if the Licensee breaches any term of the Agreement by giving the Licensee written notice of your breach and MachSol’s decision to terminate the Agreement. Upon termination of the Agreement by MachSol, the Licensee agree to either return to MachSol the Product, Documentation, all copies thereof, and all license keys that the Licensee have obtained, or to destroy all such materials and provide written verification of such destruction to MachSol. Termination of this Agreement will not limit MachSol from pursuing any other remedies available to it, including injunctive relief, nor shall any such termination relieve your obligation to pay all amounts and Fees that have accrued or are otherwise owed by the Licensee under this Agreement. Termination of this Agreement will not affect the rights or obligations of the parties which have occurred prior to termination or by their nature are intended to survive. The product may contain product locking or disabling features, which may activate upon attempted use of the product in breach of this Agreement. The Licensee agrees that incorporation of these features into the product is commercially reasonable and the Licensee accepts all risk associated with these features. The Licensee should backup their data on media not associated with the product to reduce the risk of any loss of data that might result from the activation of such features.

8. RETURNS POLICY

MachSol may, in its sole and exclusive discretion, decide to issue a refund or exchange on a case-by-case basis. MachSol applies a “No Refund Policy” and all purchases are final. The Licensee is responsible for understanding our "No Refund Policy" before making any purchase.

MachSol provides extensive resources including free demos to evaluate our Product before purchasing. However, we realize that exceptional circumstances can take place with regard to the character of the Product we supply. Therefore, we do honor requests for a refund in the first fourteen (14) days after purchase based on the following reason:

Major defects:

Although all the Products are thoroughly tested before release, unexpected errors may occur. Clear evidence must be provided proving such defects and submitted to our Support for approval. MachSol keeps the right to rectify the error or defect within 72 hours. If any deficiency is approved and MachSol fails to correct it within 72 hours from the date of the initial complaint letter provided by the Licensee, the refund will be issued to the Licensee in full without any compensations or reimbursements. Complaints which are based merely on the Licensee’s false expectations or wishes are not honored. Please be advised that temporary access to your server can be requested by our technicians in order to identify and fix the possible issues with our Products. Failure to provide such access in a timely manner may result in a delayed resolution of the issue. Refusal to provide access to your server will result in your inability to qualify for a refund.
Please note that we do not bear any responsibility and therefore we do not satisfy any refund request based on incompatibility of our Products with some third-party Product other than those that are specified as compatible on our website of each Product. We don't guarantee that our Product is fully compatible with any third-party Product and we do not provide support for third-party Product.

9. INDEMNIFICATION

The Licensee will, at your own expense, indemnify and hold MachSol, its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys' fees (collectively, "Claims"), arising out of any use of the Product by the Licensee, any party related to the Licensee, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement.

10. DISCLAIMER

THE PRODUCT AND DOCUMENTATION ARE LICENSED "AS IS," AND MACHSOL AND ITS LICENSORS, IF ANY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT, TO THE MAXIMUM EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, MACHSOL EXPRESSLY DOES NOT WARRANT THAT THE PRODUCT WILL MEET LICENSEE’S REQUIREMENTS (OR ITS RESELLER’S OR CUSTOMER’S) OR THAT OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE ASSUME RESPONSIBILITY FOR SELECTING THE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE PRODUCT. LICENSEE SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE PRODUCT.

11. PROTECTION OF LICENSEE DATA

The Licensee is required to take all reasonable measures to avoid and reduce damages. The Licensee acknowledge that the data stored on third party products (such as databases, servers and other hardware) is the responsibility of the Licensee to maintain, archive, backup, report from and similar, and to undertake whatever is necessary to ensure the protection and access to the information subject to the provisions of this Agreement.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL MACHSOL BE LIABLE TO LICENSEE OR ANY PARTY RELATED TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF MACHSOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. GENERAL TERMS

13.1. Governing Law and Choice of Forum

This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of California, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the Southern District of California. To the maximum extent permitted by law, the Licensee hereby consent to the jurisdiction and venue of such courts and waives any objections to the jurisdiction or venue of such courts. MachSol and the Licensee disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.

If the Licensee obtained the Product in Europe, Russia, Middle East, & Africa this Agreement shall be governed by and interpreted in accordance with the laws of the Netherlands, not including its conflict of law principles. The parties disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement. Any claim or dispute arising in connection with this Agreement shall be resolved through arbitration in accordance with the Arbitration Regulations of the Foundation for the Settlement of Orchestration Disputes in The Hague, all of this without prejudice to the parties right to request relief in interlocutory arbitration proceedings and without prejudice to the parties right to take protective pre-judgment measures.

13.2. Legal Effect

This Agreement describes certain legal rights. The Licensee may have other rights under the laws of your state or country. The Licensee may also have rights with respect to the party from whom the Licensee acquired MachSol Product. This Agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.

13.3. Severability

If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.

13.4. Survival

Articles 3, 9, 10, 12, 13 and 14 of this Agreement and all Sections thereof, shall survive the termination of this Agreement, regardless of the cause for termination, and shall remain valid and binding indefinitely.

13.5. Headings

The Article and Section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

13.6. No Waiver

The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

13.7. Amendment

MachSol reserves the right, in its sole discretion, to amend this Agreement from time to time. If there is a conflict between this Agreement and the most current version of this Agreement, posted at MachSol website at www.machsol.com, the most current version will prevail. If the Licensee does not accept amendments made to this Agreement, then this license will be immediately terminated pursuant to Section 7.

13.8. Taxes

The Licensee shall, in addition to the license Fees required under this Agreement, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of MachSol. The Licensee shall reimburse MachSol for the amount of any such taxes or duties paid or incurred directly by MachSol as a result of this transaction.

13.9. Audit

To the extent permitted by applicable law, you agree to allow MachSol to audit your compliance with the terms of this Agreement. During the Term of this Agreement and for three years after its termination, the Licensee will ensure that all books, records and other data (either in electronic form or as hard copies, as applicable) with respect to the Product and all of the Licensee’s activities relating to this Agreement are maintained in accordance with customary accounting principles. MachSol has the right to inspect and audit such books, records and other data at MachSol's expense during the Term of this Agreement and for three years thereafter. Such audit will take place at the locations where the applicable books, records and other data are maintained, upon not less than five business days prior notice, during normal business hours and in a manner that does not unreasonably interfere with the Licensee's operations. If the audit reveals unauthorized use of the Product, then, in addition to all other rights and remedies of MachSol, including but not limited to termination of this Agreement, the Licensee must pay within five business days all required Fees to cover the unauthorized use and, if the shortfall exceeds five percent (5%) of the amounts owed for the audited period, the costs incurred by MachSol to conduct the verification and any applicable late fees.

14. NON-COMPETE AGREEMENT

This License Agreement shall also serve as a Non-Compete Agreement. This Agreement is made effective as of the acceptance date of this Agreement, by and between "MachSol" and the Licensee. In this Agreement, the party who is requesting the non-competition from the other party shall be referred to as "MachSol", and the party who is agreeing not to compete shall be referred to as "the Licensee". By accepting this Agreement, the Licensee has access to and possession of confidential information that is proprietary to MachSol Company or Product names referenced hereby may be the trademark or registered trademark of their respective companies and owners.

15. PUBLICITY

MachSol may use the Licensee corporate logo on client lists in various forms (e.g., printed, online, etc.) and in other marketing and sales collateral, for the sole purpose of identifying the Licensee as a customer of MachSol. In any use of the Licensee’s logo, MachSol will comply with any logo usage guidelines that the Licensee may provide and MachSol will promptly fix any defect that the Licensee bring to MachSol’s attention. MachSol may use the Licensee’s name, logo, website link, quote, and any other information that the Licensee may provide to develop press releases and other marketing and sales collateral in any form (e.g., print, audio, video, and other formats) that pertain to the Licensee’s use of MachSol products or services. MachSol may publish and freely distribute all such information, quote(s), or input. MachSol will never broadly publish any personally identifiable information without the Licensee’s prior written consent. MachSol is not obligated to publish or otherwise use any information or logo that the Licensee may provide. The rights that the Licensee grant to MachSol are without any fee or royalty.

16. UNITED STATES GOVERNMENT END-USERS

If you are a U.S. Government agency, in accordance with Section 12.212 of the Federal Acquisition Regulation (48 CFR 12.212 (October 1995)) and Sections 227.7202-1 and 227.7202-3 of the Defense Federal Acquisition Regulation Supplement (48 CFR 227.7202-1, 227.7202-3 (June 1995)), you hereby acknowledge that the Product constitutes "Commercial Computer Software" and that the use, duplication, and disclosure of the Product by the U.S. Government or any of its agencies is governed by, and is subject to, all of the terms, conditions, restrictions, and limitations set forth in this standard commercial license Agreement. In the event that, for any reason, Sections 12.212, 227.7202-1 or 227.7202-3 are deemed not applicable, you hereby acknowledge that the Government's right to use, duplicate, or disclose the Product are "Restricted Rights" as defined in 48 CFR Section 52.227-19(c)(1) and (2) (June 1987), or DFARS 252.227-7014(a)(14) (June 1995), as applicable. Manufacturer is MachSol, Inc. United States.

17. UNITED STATES GOVERNMENT RESTRICTED RIGHTS

The Product and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.

18. EXPORT RESTRICTIONS

The Licensee acknowledges and agree that the Product is subject to U.S. export restrictions and to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations ("the Acts"). The Licensee agrees to comply with all applicable international and national laws that apply to the Product. The Licensee agrees and certifies that neither the Product nor any direct Product thereof is being or will be used for any purpose prohibited by the Acts.

19. TRADEMARKS, PATENTS, COPYRIGHT NOTICE

MachSol and MachPanel and corresponding logos are registered trademarks of MachSol Holding B.V. in the United States and/or other countries. MachSol Products are protected by one or more U.S. and European patents pending. © 2023 MachSol Holding B.V. All rights reserved.

20. HOW TO CONTACT MACHSOL

Should the Licensee have any questions concerning this Agreement, or if the Licensee desires to contact MachSol for any reason, please contact the MachSol subsidiary serving the Licensee's country or visit MachSol's website at www.machsol.com for more information.