User guide
Vector NTI
®
Express
Designer Installation and Licensing Guide 21
derivatives of such hardware, software, deliverables, technical data, source code, equipment, or any other technology) received from
Licensor. You further certify that you will not, directly or indirectly, without obtaining prior authorization from the competent government
authorities as required by those laws and regulations: (1) sell, export, re-export, transfer, divert, or disclose technical data or dispose of
any product or technology received from Licensor to any prohibited person, entity, or destination; or (2) use the product or technology
for any use prohibited by the laws or regulations of the United States. You will reasonably cooperate with Licensor and will provide to
Licensor promptly upon request any certificates or documents as are reasonably requested to obtain approvals, consents, licenses
and/or permits required for any payment or any export or import of products or services under this EULA, at Licensor’s expense. Your
breach of this provision shall constitute cause for immediate termination of this EULA. You agree to indemnify and hold harmless Licensor,
its affiliates, and their respective officers, directors, employees and agents for your noncompliance with this Section. The Software is a
"commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer
software documentation," as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
through 227.7202-4, all U.S. Government End Users acquire the Software with only those rights set forth herein.
21. G
OVERNING LAW; SEVERABILITY. This EULA shall be governed in all respects by the laws of the State of California, USA, without
regard to its conflicts of law rules or principles. Any dispute arising out of or related to this EULA shall be resolved only in the state or
federal courts having subject matter jurisdiction in California. This Agreement shall not be governed by the United Nations Convention
on Contracts for the International Sale of Goods. Each party hereby consents to the exclusive jurisdiction and venue of such courts. If
any provision of this EULA is held to be illegal or unenforceable for any reason, then such provision shall be deemed to be restated so
as to be enforceable to the maximum extent permissible under law; the remainder of this EULA shall remain in full force and effect.
22. S
OFTWARE MAINTENANCE AND SUPPORT. Licensor offers certain software maintenance and technical support service programs
documented in Licensor’s then-current Support policies (“Support”). Subscription to Support shall be governed by this EULA and by
the terms and conditions set forth in such policies. Licensor shall have no obligation to provide Support if (a) the Software is not used in
accordance with the accompanying documentation or Authorized Scope; (b) the Software was modified by you; (c) you have not
implemented all upgrades that would otherwise correct the problem; or (d) the problem is caused by your misuse, negligence or other
cause within your control. Licensor may change its Support policies and prices at any time. Licensor reserves the right to discontinue
Support services for any Software where Licensor generally discontinues such services to all Licensees of such Software, in which case
such discontinuation shall not automatically terminate this EULA and the License. If you terminate Support and then re-enroll, Licensor
may charge you a reinstatement fee.
23. GENERAL. This EULA, including any Orders, Support policies, and associated Licensor invoices (all of which are incorporated
herein), are collectively the parties’ complete agreement regarding its subject matter, superseding any prior oral or written
communications, representations or agreements. In the event that any prior oral or written communication is in direct conflict with the
terms of this EULA, this EULA shall control. You understand and agree that, to the extent Licensor permits you to use a non-Licensor
purchase order or other form to order Software and/or Support, Licensor does so solely for your convenience. Any terms in any such
forms that purport to vary or are in addition to or inconsistent with any terms in this EULA or in the applicable Order shall be deemed to
be void and of no effect. Amendments or changes to this EULA must be in mutually executed writings to be effective. Sections 1, 4, 5,
and 8 through 23, inclusive, shall survive the termination or expiration of this EULA. The parties are independent contractors for all
purposes under this EULA. Neither party shall be liable for any delay or failure due to force majeure and other causes beyond its
reasonable control; provided that the foregoing shall not apply to any of your payment obligations. Any notices under this EULA to
Licensor must be personally delivered or sent by certified or registered mail, return receipt requested, or by nationally recognized
overnight express courier, to the address specified herein or such other address as Licensor may specify in writing. Such notices will
be effective upon receipt, which may be shown by confirmation of delivery. All such notices shall be sent to the attention of the Chief
Legal Officer of Life Technologies Corporation (unless otherwise specified by Licensor). You may not assign or otherwise transfer this
EULA or any License without Licensor’s prior written consent. This EULA shall be binding upon and inure to the benefit of the parties’
successors and permitted assigns. You agree, at Licensor’s request and reasonable expense, to provide reasonable assistance and
cooperation to Licensor and its designees, and to give testimony and execute documents and to take such further acts reasonably
requested by the other to acquire, transfer, maintain, perfect, and enforce Licensor’s intellectual property rights as described in this
EULA. To the extent you fail to do so, you appoint Licensor’s or its affiliates’ officers as your attorney in fact to execute documents on
your (and your personnel's), successors’ and assigns’ behalf for this limited purpose.