Abiword HTML Document

END-USER SERVICES AGREEMENT

This End-User Services Agreement (the “EUSA”) is a legal agreement between you and Sys-Tech

Solutions, Inc., d/b/a Systech International® (“Systech”, “we”, “our” or “us”) for your use of

Systech’s software-as-a-service products, the “Subscription Service”), all portions thereof,

including all end-user manuals, technical manuals, and any other related documents provided by

Systech, in printed, electronic or other form, that describe the Subscription Service or its use or

specifications (the “Documentation”) provided to you (“you” or “your”) for use pursuant to and

subject to a Systech Master Agreement or alternate mutually signed agreement (the “Master

Agreement”) between Systech and your employer or other person or entity who is authorized to

use and grant access to its employees or third-party contractors or service providers to use the

Subscription Service (the “Customer”) for Customer’s internal business purposes.

BY CLICKING THE "ACCEPT" BUTTON YOU:

(I) REPRESENT THAT YOU ARE DULY AUTHORIZED BY CUSTOMER TO

ACCESS AND USE THE SUBSCRIPTION SERVICE (I.E., AN “AUTHORIZED USER”, AS

DEFINED BELOW); AND

(II) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE

LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO

NOT CLICK THE "ACCEPT" BUTTON AND YOU WILL HAVE NO LICENSE TO, AND

MUST NOT ACCESS OR USE, THE SUBSCRIPTION SERVICE.

SECTION 1.

DEFINITIONS.

1.01 “Account” means a unique account established by Customer to enable Customer and

its Authorized Users to access and use the Subscription Service. Accounts are for Authorized

Users only and cannot be transferred.

1.02 “Authorized User” means an employee or third-party contractor or service provider of

Customer, identified by a unique email address and user name, who is registered under an

Account and expressly granted permission by Customer to use Customer’s Account; provided

that, no two users (whether human or a computer service process) may register or use the

Subscription Service under the same Account.

1.03 “Confidential Information” means the following information, which shall be deemed

Confidential Information whether or not marked or identified as such: (a) Systech Products

and the Subscription Service, including any related software code or Documentation; (b)

Customer Data; (c) the terms of the Master Agreement and supplements, including all Order

Forms and pricing thereto; and (d) Systech’s roadmaps, product plans, product designs

architecture, technology and technical information, security audit reviews, business and

marketing plans, and business processes, however disclosed.

SYSTECH INTERNATIONAL® EUSA Version 2015-2

1.04 “Malicious Code” means any software program or code which may destroy, interfere

with, corrupt, expropriate, or cause undesired effects on program files, data, or any other

information, executable code, application software macros, or systems, such software program

or code including, but not limited to, viruses, worms, time bombs, Trojan horses, cancelbots

and other code, files, scripts, agents or other technology.

1.05 “Order Form” means an order form prepared by Systech and signed by both parties, for

the purchase by Customer of software licenses, software support and maintenance,

subscriptions to the Subscription Service, Subscription Service support, Materials and/or

professional services pursuant to an applicable supplement and, with respect to professional

services, includes the applicable statement of work.

1.06 “Platform Provider” means a third-party supplier of Systech through which the

Subscription Service is hosted.

1.07 “Systech Products” means the Subscription Service (a service), any features or

functionality thereof, and any Specifications or Documentation.

1.08 “Customer Data” means all files, records, text, or data transmitted, stored or created by

an Authorized User through use of the Subscription Service for Customer’s internal business

purposes.

1.09 “System” refers to the software systems and programs, databases, communication and

network facilities, and hardware used by Systech, its suppliers or its agents to provide the

Subscription Service, including the Platform Provider.

SECTION 2.

USE OF THE SUBSCRIPTION SERVICE.

2.01 License Grant. Subject to your strict compliance with this EUSA, Systech hereby

grants to you a non-exclusive, non-transferable, non-sublicensable, limited license to access

and use the Subscription Service solely in accordance with the Documentation and solely for

Customer’s internal business purposes. The foregoing license will terminate immediately on

the earlier to occur of: (a) the expiration or earlier termination of the Master Agreement

between Systech and Customer; or (b) your ceasing to be an Authorized User by Customer to

access and use the Subscription Service for any and no reason.

2.02 Purpose of Grant. You may access and use the Subscription Service solely for the

purposes of creating, updating, transmitting, storing, retrieving, and sharing Customer Data

with other Authorized Users and for Customer’s internal business purposes in accordance with

the terms and conditions set forth in the Master Agreement and this EUSA. You will access

and use the Subscription Service in a professional manner and only in accordance with the

Master Agreement, this EUSA, the Documentation and applicable law.

2.03 Changes; Availability; Maintenance. Subject to the terms of the Master Agreement,

(a) Systech reserves the right to improve, enhance and modify the Subscription Service on a

periodic basis; (b) Systech will use commercially reasonable efforts to make the Subscription

Service available on a 7 day per week, 24 hour per day basis, excluding (i) scheduled

maintenance time, and (ii) any unavailability caused by circumstances beyond Systech’s

SYSTECH INTERNATIONAL® EUSA Version 2015-2

-2-

reasonable control; and (c) Systech shall be entitled to perform maintenance on the

Subscription Service.

2.04 Security. You shall comply with all security procedures established by Systech and

Customer. You shall not bypass or disable any protections that may be put in place against

unlicensed use of the Subscription Service or perform load, technical, security, or other

vulnerability testing of the Subscription Service. Systech reserves the right to suspend access

to the Subscription Service in the event of a suspected or actual security breach. Systech shall

not be liable for any damages incurred by Customer or you in connection with any

unauthorized access resulting from the actions or inactions of Customer or any third-party other

than Systech’s representatives.

2.05 YOU ARE RESPONSIBLE FOR ABIDING BY THE TERMS AND CONDITIONS

OF THE THIRD PARTY PLATFORM TERMS OF USE, AS POSTED ON THE THIRD

PARTY PLATFORM WEBISTE AND UPDATED FROM TIME TO TIME.

2.06

Use Restrictions. You shall not, directly or indirectly:

access or use the Subscription Service except as set forth in this SECTION 2;

use or access the Subscription Service in any way that might, as determined by

Systech in its sole discretion, adversely affect the security, stability, performance or

functions of the Subscription Service, including by introducing any Malicious Code

to the Subscription Service or System;

gain access, or attempt to gain access, by any means, to any unauthorized portion of

the Subscription Service or System, including the Confidential Information of

Systech’s other users, customers or subscribers;

take any actions to circumvent any limit on the number of Authorized Users permitted

under the Master Agreement, or otherwise provide access to the Subscription Service

to individuals or entities who are not Authorized Users;

directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise

attempt to discover the source code or underlying ideas or algorithms of the

Subscription Service; (ii) modify, translate, or create derivative works based on the

Subscription Service; (iii) rent, lease, distribute, sell, assign or otherwise transfer

rights to the Subscription Service; (iv) use the Subscription Service for timesharing

or service bureau purposes or otherwise for the benefit of a third party; or (v) remove

any Systech notices from the Subscription Service;

remove, delete, alter or obscure any copyright, trademark, patent or other intellectual

property or proprietary rights notices from the Subscription Service, including any

copy thereof;

use or attempt to use the Subscription Service to obtain electronic data or other

information except as authorized under this EUSA;

SYSTECH INTERNATIONAL® EUSA Version 2015-2

-3-

use the Subscription Service in violation of any federal, state or local law, regulation

or rule; or

use the Subscription Service for purposes of competitive analysis of the Subscription

Service, the development of a competing software product or service or any other

purpose that is to Systech's commercial disadvantage.

2.07 Third-Party Links. The Subscription Service may provide links to third-party web

sites, content or resources (“Third-Party Resources”). Because Systech has no control over

Third-Party Resources, Systech is not responsible for the availability thereof and does not

endorse and is not responsible or liable for any content, advertising, products or other materials

on or available from such Resources. YOUR USE OF THIRD-PARTY RESOURCES,

INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT,

INFORMATION, DATA, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR

AVAILABLE THROUGH SUCH RESOURCES, IS AT YOUR OWN RISK AND IS

SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO SUCH RESOURCES.

Systech has the right, at any time and in its sole discretion, to block links to or from the

Subscription Service through technological or other means, without prior notice. This EUSA

does not apply once you leave our Subscription Service and if you have any questions about

these other companies’ practices, you should review their terms of use, privacy and other

policies that apply to you.

2.08 Support. All questions, comments or troubleshooting needs to be directed to

support@systechone.com, or 1(800)847-7435 and not to Systech generally. The Systech

Product support agreement with Customer is as agreed in the Master Agreement.

SECTION 3.

AUTHENTICATION OF AUTHORIZED USERS.

3.01 You will be identified and authenticated with a unique login name and password

associated with an Account provided by Customer. Your identity and other relevant personally

identifiable information may be shared with Systech for administrative purposes.

3.02 Except as specifically provided elsewhere in this EUSA, you shall not knowingly

permit anyone to use or access the Subscription Service or Customer’s Account using your

third-parties from accessing the Subscription Service.

3.03

You are responsible for any activity that occurs under your Account.

SECTION 4.

COLLECTION OF INFORMATION; USE OF INFORMATION;

MONITORING; DATA LOCATION; DATA PRIVACY

4.01 Collection of Information. Systech may, directly or indirectly, through the services

of others, collect and store information regarding use of the Subscription Service and about

Customer equipment through which it is accessed, by means of (a) providing maintenance and

support services, and (b) security and technical measures included in the Subscription Service.

BY USING THE SUBSCRIPTION SERVICE YOU ACKNOWLEDGE AND AGREE THAT

THE THIRD PARTY PLATFORM WILL HAVE ACCESS TO YOUR INFORMATION.

SYSTECH INTERNATIONAL® EUSA Version 2015-2

-4-

4.02 Use of Information. You agree that Systech may use such collected information for

any purpose, including, but not limited to, (a) improving performance of the Subscription

Service, developing updates, or developing other Systech products; and (ii) verifying

compliance with the terms of this EUSA, the Documentation, the Master Agreement, and any

other applicable rules or regulations, and enforcing Systech’s rights, including all intellectual

property rights in and to the Subscription Service.

4.03 Monitoring. Systech reserves the right (but is not obligated) to record, monitor, edit

or disclose activities occurring through or involving the Subscription Service and/or investigate

any allegation that any activity occurring through or involving the Subscription Service does

not conform to this EUSA or the Master Agreement. You agree not to block or interfere with

such monitoring. Systech undertakes no responsibility to review Customer Data. Systech may

remove any Customer Data that violates this EUSA or the Master Agreement, if properly

notified that it infringes on another’s intellectual property rights or to comply with law or any

judicial, regulatory or other governmental order or request, and Systech shall promptly notify

Customer thereof unless prohibited by law. You will provide such information related to

Customer Data as is reasonably requested by Systech to verify your compliance with this

Agreement. Further, Systech may report any activity that it suspects violates any law or

regulation to appropriate governmental or law enforcement officials or other appropriate third

parties, which reporting may include disclosing appropriate Customer Data. Systech may also

cooperate with appropriate governmental or law enforcement officials or other appropriate

third-parties to help with the investigation and prosecution of illegal conduct by providing

information related to alleged violations of the law. The provisions of this Section 4.03 shall

supersede any contrary provision of this EUSA.

4.04 Data Location. Subject to the Master Agreement, you acknowledge that Customer

Data contained in the Subscription Service will be stored in the United States and worldwide

geographically diverse back-up locations. You hereby consent to having Customer Data

transferred to, stored in and processed in and from the United States and such other locations

as are specified in the Documentation.

SECTION 5.

INTELLECTUAL PROPERTY RIGHTS.

5.01 The Subscription Service. You acknowledge that access to the Subscription Service

is provided under a license, and not sold, to you. You do not acquire any ownership interest

in the Subscription Service under this Agreement, or any other rights to the Subscription

Service other than to use the Subscription Service in accordance with the license granted under

this EUSA, the Documentation and the Master Agreement, subject to all terms, conditions and

restrictions thereof. Systech reserves and shall retain its entire right, title and interest to the

Subscription Service and all proprietary rights arising out of or relating to the Subscription

Service, subject to the license granted to you in this Agreement and to the Customer in the

Master Agreement, including, without limitation, all intellectual property rights (whether in

patent, copyright or other intellectual property right), in and to: (a) the software for Systech

Products (in object code and source code form), the Subscription Service and the

Documentation; (b) the professional services and any deliverables furnished by Systech to

Customer or you as part of the professional services; (c) any ideas, suggestions, modifications,

improvements, enhancements or other feedback that you or Customer requests, proposes,

SYSTECH INTERNATIONAL® EUSA Version 2015-2

-5-

creates or authors relating to any of the foregoing (collectively “Feedback”); and (d) any and

all improvements, modifications, translations and derivative works of any of the foregoing

(“Systech Property”). You hereby assign all intellectual property and other rights, title and

interest in the Feedback to Systech and agree to provide Systech, at Systech’s expense, with

any assistance required for Systech or its licensors, as applicable, to document, perfect and

maintain its rights in the Feedback. No rights are granted to Customer or you with respect to

any Systech Property other than as expressly set forth herein or the Master Agreement. You

shall use commercially reasonable efforts to safeguard all Accounts used for accessing the

Subscription Service from misappropriation, theft, misuse or unauthorized access. Nothing in

this EUSA gives you a right to reproduce or otherwise use the Systech name or any of our

marks, logos, domain names, brands and/or other distinctive features.

5.02 Subscription Service Usage Data. You acknowledge that Systech may collect

metrics, data or other information regarding your use of the Subscription Service (collectively,

“Usage Data”), that such Usage Data and other information shall be the sole property of

Systech, that Systech may utilize this data to monitor the Subscription Service and to improve

the user experience of you and other users of the Subscription Service, and for Systech’s other

internal business purposes, both during and after the term of this Agreement, without your

consent.

5.03 Customer Data. Subject to the terms of the Master Agreement, (a) all information

submitted by you to the Subscription Service shall be considered Customer Data, which is

subject to terms stated in the Master Agreement; and (b) Customer retains all right, title and

interest, including without limitation all intellectual property rights, in and to the Customer

Data. Accordingly, Customer owns all Customer Data, including data, graphics, text,

information or material that is uploaded by you to the Subscription Service. Systech may

access Customer’s Account, and access, use, transmit, modify, copy and distribute Customer

Data from time to time as Systech deems necessary, solely for the purpose of providing

support, administration, and improvements to the Subscription Service and other Systech

Products, and Systech’s internal business purposes.

5.04 Trademarks. The following are trademarks of Systech International: Systech

International®, Systech TIPS®, TIPS®, Systech Sentri®, Systech Advisor®, Systech

Guardian®, Systech Citadel®, E-Fingerprint®, Systech Enterprise Serialization®. Additional

related marks of Systech International are: UniSeries™, UniSight™, UniScope™,

UniSecure™, UniTrace™ with and without the Systech mark. All related names, including

logos, products, and/or services are trademarks of Systech International. These marks may not

be used or displayed without our prior written consent. All other names, logos, product and

service names, designs and slogans are the trademarks of their respective owners.

SECTION 6.

6.01

REPRESENTATIONS AND WARRANTIES.

You represent and warrant that

you are an Authorized User and you have the full power and authority to enter into

this EUSA and to perform the obligations hereunder;

SYSTECH INTERNATIONAL® EUSA Version 2015-2

-6-

this EUSA constitutes a legal and binding obligation;

by entering into or performing under this EUSA, it will not violate any agreement you

may have with a third party; and

by entering into and performing under this EUSA, you are not and will not infringe

upon any intellectual property rights, privacy rights, other rights of third parties, or

violate any applicable laws or regulations.

6.02 SUBJECT TO THE MASTER AGREEMENT, SYSTECH OFFERS THE

SUBSCRIPTION SERVICE “AS-IS” AND “AS AVAILABLE” WITHOUT

REPRESENTATION OR WARRANTY OF ANY KIND OR ANY ASSURANCE THAT IT

WILL BE AVAILABLE OR PERFORM IN ANY PARTICULAR MANNER. SYSTECH

EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS

AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. SYSTECH MAKES NO WARRANTY THAT THE SUBSCRIPTION

SERVICE WILL BE ERROR-FREE OR USE WILL BE UNINTERRUPTED, THAT THE

CONTENT AND FEATURES ON THE SUBSCRIPTION SERVICE WILL BE

ACCURATE, RELIABLE OR UP TO DATE, THAT THE QUALITY OF THE

SUBSCRIPTION SERVICE WILL BE SATISFACTORY TO YOU OR WILL MEET YOUR

NEEDS OR REQUIREMENTS, OR THAT ERRORS OR DEFECTS WILL BE DETECTED

OR CORRECTED.

SECTION 2.

DISCLAIMER OF LIABILITY.

IN NO EVENT WILL SYSTECH OR ITS AFFILIATES, OR ANY OF ITS OR THEIR

RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY

USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SUBSCRIPTION

SERVICE. YOU ARE PROVIDED ACCESS TO AND USE OF THE SUBSCRIPTION

SERVICE PURSUANT TO THE MASTER AGREEMENT BETWEEN SYSTECH AND

CUSTOMER, SOLELY FOR THE BENEFIT OF CUSTOMER AND AT CUSTOMER’S

DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT

AGREEMENT, INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY

OBLIGATION OR LIABILITY SYSTECH OR ITS AFFILIATES, OR ANY OF ITS OR

THEIR LICENSORS OR SERVICE PROVIDERS MAY HAVE WITH RESPECT TO

YOUR USE OR INABILITY TO USE THE SUBSCRIPTION SERVICE SHALL BE

SOLELY TO CUSTOMER PURSUANT TO THE MASTER AGREEMENT AND SUBJECT

TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

SECTION 3.

MISCELLANEOUS.

3.01 Changes to the EUSA. Systech reserves the right to amend, modify and/or change the

Subscription Service and this EUSA at any time and without prior notice to you at our sole

discretion. It is your responsibility to check these EUSA periodically for any changes. Each

time you use our Subscription Service, you are agreeing to be bound by and comply with our

SYSTECH INTERNATIONAL® EUSA Version 2015-2

-7-

then-current EUSA. For reference of this Agreement, indicate service agreement version 20152.

3.02 Assignment. You may not assign this EUSA or any of its rights and/or obligations

without the prior written consent of Systech and any attempted assignment without such

consent shall be void ab initio.

3.03 Amendment; Waiver. Notwithstanding any provisions herein to the contrary, no

modification, course of conduct, amendment, supplement to or waiver of this EUSA shall be

binding unless made in writing and duly signed by both parties. No failure or delay in

enforcing any provision, exercising any option, or requiring performance of any provision,

shall be construed to be a waiver of that or any other provision, now or in the future. If any

provision is held invalid, illegal or unenforceable, it shall be deemed stricken and the remaining

provisions shall be unimpaired and continue in full force and effect. Headings are for reference

only and shall not affect the meaning.

3.04 Entire Agreement. This EUSA constitutes the entire agreement between us and

supersedes all previous and inconsistent agreements, promises, proposals, representations,

understandings and negotiations, written or oral, between us respecting the subject matter.

3.05 Governing Law. This EUSA will be governed by the substantive laws of the State of

New Jersey applicable to agreements made and wholly performed in New Jersey, without

regard to the application of any conflicts of laws principles. You agree that any claims, legal

proceedings, disputes and/or litigation arising in connection with this EUSA, will be brought

solely in the Federal or State courts located in New Jersey, and the parties irrevocably consent

to the exclusive personal jurisdiction of such courts. You agree to only sue Systech as an

individual and that you will not file a class action, or participate in a class action. Except for

the right to seek equitable relief (e.g., injunctions; restraining orders), you agree that any

dispute between us can only be brought and resolved in binding individual (non-class)

arbitration to be administered by the American Arbitration Association (“AAA”). If, for any

reason, AAA is not available, either party may file the case with any national arbitration

company. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY

RIGHT YOU MAY HAVE TO A JURY TRIAL.

SYSTECH INTERNATIONAL® EUSA Version 2015-2

-8-