HomeMy WebLinkAboutC2017-170 - 5/23/2017 - Approved END USER LICENSE, MAINTENANCE,AND SUPPORT SERVICES AGREEMENT
This End User License, Maintenance, and Support Services Agreement ("EULA"), is a legal agreement
between Licensee and Ivanti (as such terms are defined below). This EULA describes the terms and
conditions upon which Ivanti is willingto license.its products and provide Maintenance and Support
Services to Licensee.
BY INSTALLING OR USING ALL OR ANY PORTION OF LICENSED SOFTWARE, LICENSEE AGREES
TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF LICENSEE DOES NOT
AGREE TO ANY TERM OR CONDITION OF THIS EULA, LICENSEE SHOULD STOP INSTALLATION
OR USE AND PROMPTLY RETURN THE LICENSED SOFTWARE IT PHYSICALLY POSSESSES, IF
ANY, AND ANY ACCOMPANYING MATERIALS IN AN UNDAMAGED CONDITION TO THE VENDOR
FROM WHICH IT WAS ACQUIRED.
1. DEFINITIONS.
"Concurrent Users" means the maximum number of users that may concurrently use or access the
Licensed Software.
"Documentation"means the user documentation Ivanti provides with the Licensed Software.
"Infringement Claim" means a claim by a non-affiliated third party against Licensee asserting that
Licensee's use of Licensed Software in accordance with this Agreement violates that third party's patent,
trademark, or copyright rights.
"Ivanti" means:
• Ivanti U.K. Limited, an English company, if Licensee is purchasing any Licensed Software other
than Wavelink or Naurtech branded Licensed Software and has its primary office located outside
of North America, Central America, South America (excluding Brazil), (collectively, the
"Americas"),Japan or the People's Republic of China.
• Ivanti International Limited, an Irish company, if Licensee is purchasing Wavelink or Naurtech
branded Licensed Software and has its primary office located outside of the Americas), Japan or
the People's Republic of China.
• Ivanti, Inc., a Delaware corporation, if Licensee has its primary office located in the Americas.
• Ivanti Comercio de Software Brasil Ltda, a Brazilian company, if Licensee has its primary office
located in Brazil.
• Ivanti Software K.K., a Japanese company, if Licensee has its primary office located in Japan.
• Ivanti (Beijing)Information Technology Co., Ltd., a Chinese company, if Licensee has its primary
office located in the People's Republic of China.
"Licensed Software" means the software, in object code form, and any Documentation accompanying this
EULA or the software.
"Licensee" means the person or entity licensing the Licensed Software from Ivanti pursuant to this EULA.
"Maintenance"means Ivanti's provision of Updates and Upgrades to the applicable Licensed Software.
"Node" means each electronic device using the Licensed Software including without limitation (a) a
physical device such as a computer, handheld device, workstation, console, Seat, server, or any other
electronic device; (b) a virtual machine, such as an operating environment that may be running
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Ivanti
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concurrently with another operating environment on a single physical device; or(c)for the Ivanti Antivirus
for Mail Servers product, an electronic or virtual mailbox(e.g., a mailbox for email).
"Node Count Data" means information periodically generated by the Licensed Software about (a) the
quantity and type of current usage of the Licensed Software on a server, and (b) the non-personal,
encrypted hardware configuration of that server.
"Seat" means the number of Concurrent Users authorized to use the Licensed Software.
"Support Services" means the services regarding installation, configuration and usage detailed at
htto://www.ivanti.com/en-US/company/legal/support-terms and available to Licensee for purchase.
"Update" means content used to update the License Software and includes bug fixes, minor
enhancements and patches, but does not include Upgrades.
"Upgrade" means a new version of Licensed Software that replaces a pre-existing version of such
Licensed Software.
"User" means a natural person employed by or who otherwise provides services (whether as an
independent contractor or otherwise)to Licensee who is supported with or uses the Licensed Software.
2. LICENSES. The licenses that are available from Ivanti include, without limitation,the following:
(A) TRIAL USE LICENSE: A"Trial Use License" is a nonexclusive, non-transferable, restricted,forty-five
(45) day limited license that allows Licensee to evaluate the Licensed Software before purchasing a Full-
Use License for the Licensed Software. At the end of the forty-five (45) day evaluation period, Licensee
agrees to promptly discontinue use and delete the Licensed Software from Licensee's systems. It is the
sole responsibility of Licensee to back-up its system and perform all other measures to prevent any loss
of files or data. Use of the Licensed Software under a Trial Use License is entirely at Licensee's own risk.
(B) FULL-USE LICENSE: A "Full-Use License" is a non-exclusive, non-transferable, perpetual, and
limited license to copy, install and use the Licensed Software within Licensee's organization on the total
number of Nodes for which Licensee has paid the required license fee. A Full-Use License does not
include Maintenance or Support Services. Maintenance and Support Services must be purchased in
addition to the Full-Use License.
(C) SUBSCRIPTION LICENSE: A "Subscription License" is a non-exclusive, non-transferable, time-
limited license to copy, install and use certain Licensed Software within Licensee's organization on the
total number of Nodes for which Licensee has paid the required subscription license fee. Unless a
different term is specified in the purchase order to Ivanti, the term of Subscription License or renewal
thereof is one (1) year. During the term of the time-limited subscription, Licensee is entitled to receive
Maintenance for the Licensed Software (additional Support Services also may be available for purchase
by Licensee). If the Subscription License is provided as software as a service (SaaS), the terms and
conditions found at www.landesk.com/saas/termsandconditions/ shall also apply in addition to the terms
and conditions contained within this EULA.
(D) USER-BASED LICENSE: A "User-Based License" is a non-exclusive, non-transferable, perpetual,
and limited license to copy, install and use the Licensed Software within Licensee's organization to
support the total number of Users for which Licensee has paid the required license fee. A User-Based
License does not include Maintenance or Support Services. Maintenance and Support Services must be
purchased in addition to the User-Based License.
3. LICENSE GRANT. Subject to Licensee's compliance with all terms and conditions of this EULA, Ivanti
hereby grants Licensee a non-exclusive, non-transferable, restricted, license to use the Licensed
Software in accordance with the type of license and subject to the quantity of Nodes paid for by Licensee.
Licensee may make a copy of the Licensed Software only as needed for archival and backup purposes.
Licensee may permit third party consultants and contractors (such as third-party supplier(s)of information
services) to use the Licensed Software on Licensee's behalf provided that (a) all such use is in
accordance with the terms and conditions of this EULA, and (b) Licensee assumes full responsibility and
liability for any use of the Licensed Software by such third parties in any violation of this EULA, including
without limitation use in excess of the licensed number of Nodes. Licensee agrees not to override or
bypass the activation process or any security feature, authorization, activation, or reactivation of the
Licensed Software or to assist others in doing the same.
4. NODE COUNT VERIFICATION AND AUDIT. Licensee agrees that Ivanti may periodically verify that
Licensee's usage of the Licensed Software does not exceed the quantity of Nodes or User-Based
Licenses purchased. Periodically, the Licensed Software on each server will generate Node Count Data.
Each time the-Licensed Software generates Node Count Data on a server, Licensee agrees to send,
within thirty(30) days of generation, the Node Count Data to Ivanti either automatically by the Internet or
manually by email. If Licensee fails to provide such Node Count Data within thirty (30) days, Ivanti has
the right to render the Licensed Software inoperative or reduce the Licensed Software's functionality until
Licensee provides Ivanti with the Node Count Data. If the node count verification process shows that
Licensee, including its third party consultants or contractors using the Licensed Software for Licensee, is
using more than the number of Nodes or other Licensed Software for which licenses have been
purchased, Licensee shall pay Ivanti for such additional Nodes and/or Licensed Software no later than
thirty(30)days following Licensee's receipt of an invoice from Ivanti,with such fees being the license fees
as per Ivanti's then-current price list. Licensee agrees not to override or bypass this node count
verification process or assist others to do the same. With respect to User-Based Licenses, Licensee
agrees to provide Ivanti with documentation evidencing the total number of Users within thirty(30)days of
Ivanti's request. Licensee shall permit Ivanti to conduct audits to verify Licensee's compliance with this
EULA. Such audits shall be conducted during normal business hours and after reasonable advance,
notice to Licensee by Ivanti. The cost of such audits will be borne by Ivanti; provided, however, that if
such audit determines that Licensee has failed to pay fees amounting to five percent(5%)or more of that
annual period's fees due hereunder, then Licensee shall reimburse Ivanti for the cost of such audit in
addition to payment of any identified delinquent fees.
5. USE RESTRICTIONS. Ivanti reserves all rights not expressly granted to Licensee herein. Without
limiting the generality of the foregoing, Licensee shall not and shall not allow others to: (a) copy, modify,
adapt, rent, lease, sell, distribute, export, re-export, assign, sublicense, translate, transfer, or reprogram
the Licensed Software or any portion thereof except as provided in this EULA; (b) use the Licensed
Software in a service bureau, facility management, service provider, timeshare, or other similar type of
environment, (c) reverse engineer, decompile, translate, merge, or disassemble the Licensed Software;
(d) create derivative works based upon the Licensed Software; (e) use the Licensed Software to perform
any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing,
tortious, or defamatory, or to perform any activity which breaches the rights of any third party; (f)take any
actions that would cause the Licensed Software to become subject to any open source or quasi-open
source license agreement not otherwise applicable; or (g) transfer any Licensed Software or Licensee's
license rights under this EULA, in whole or in part without Ivanti's prior written consent, which consent
shall not be unreasonably withheld or denied.
THE LICENSED SOFTWARE IS NOT INTENDED OR LICENSED FOR AND IVANTI SPECIFICALLY
DISCLAIMS LIABILITY FOR USE OF THE LICENSED SOFTWARE IN ANY ENVIRONMENT IN WHICH
FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR
SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. LICENSEE AGREES TO DEFEND,
INDEMNIFY, AND HOLD IVANTI HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING
OUT OF LICENSEE'S UNAUTHORIZED USE OF THE LICENSED SOFTWARE.
6. OWNERSHIP OF LICENSED SOFTWARE. The Licensed Software is the proprietary property of
Ivanti or its licensors. No title to or ownership of any Licensed Software is transferred to Licensee. The
Licensed Software is licensed to Licensee, not sold. All rights, title and interest in and to the Licensed
Software (including any Update or Upgrade thereto), including all worldwide intellectual property rights,
shall remain with Ivanti, its licensors, vendors and/or suppliers, as the case may be. Ivanti may make
changes to the Licensed Software at any time and without notice. Except as otherwise expressly
provided, Ivanti grants no express or implied right under any Ivanti patent, copyright, trademark, or other
intellectual property right.
7. COPYRIGHTS, TRADEMARKS, AND PATENTS. The Licensed Software is copyrighted and
protected by the laws of the United States and other countries, and by international treaty provisions
combined with patents and trademarks. In no circumstance may Licensee remove or alter the copyright
notice, trademark notice, or other proprietary notices from the Licensed Software. Licensee agrees to
faithfully reproduce and include all copyrights, trademarks, and other proprietary notices on any
authorized copy of any Licensed Software. Ivanti is either a registered trademark or trademark of Ivanti,
Inc. or its affiliates in the United States and/or other countries. One or more patents, as well as other
patent pending technology, may apply to Licensed Software.
8. MAINTENANCE AND SUPPORT SERVICES. Nothing in this Agreement entitles Licensee to any
Support Services and/or Maintenance of the Licensed Software without the required payment for such
Support Services and/or Maintenance.
(A) MAINTENANCE: During the term for which Licensee has paid the applicable Maintenance or
subscription fees for the Licensed Software, Licensee is entitled to Updates and Upgrades as and when
they are made generally available to Ivanti's end users.
(B) SUPPORT SERVICES: During the term for which Licensee has paid the applicable support fees,
Licensee is entitled to support in accordance with Ivanti's points-based support programs. Points expire
at the end of each Support Services period and new points are calculated each renewal period. Support
levels may be adjusted any time Licensee purchases additional Support Services. For more information
on the Ivanti support programs, see the Ivanti service portal at httr://www.ivanti.com/en-
US/company/legal/support-terms.
(C) NO OBLIGATION. Ivanti shall be under no obligation to furnish Maintenance and/or Support Services
for the Licensed Software to the extent that such Maintenance and/or Support Services are necessary or
desired as a result of: (i) the operation of the Licensed Software in environmental conditions or
configurations outside those prescribed in the Documentation; (ii) Licensee's failure to upgrade and
update the Licensed Software to the currently supported versions of the Licensed Software or to maintain
the Licensed Software in accordance with the standards of Maintenance prescribed in the Documentation
or as specified in Maintenance or Support Services received by Licensee from Ivanti; (iii) actions of any
third party other than Ivanti or a third party authorized by Ivanti; and (iv)causes unrelated to the Licensed
Software as delivered to Licensee by Ivanti, including without limitation, modifications to the Licensed
Software made by Licensee or on Licensee's behalf.
(D) TERMINATION OF MAINTENANCE OR SUPPORT SERVICES. Without limiting any other remedies
available under this EULA, at law, or in equity, Ivanti shall have the right to terminate Licensee's right to
receive Maintenance and/or Support Services with prior notice to Licensee for Licensee's breach
hereunder if such breach remains uncured for a period of thirty (30) days after receipt of notice thereof
from Ivanti.
9. THIRD-PARTY SOFTWARE. The Licensed Software may be bundled with non-integrated hardware
or other software programs licensed or sold by a licensor other than Ivanti. IVANTI DOES NOT
WARRANT SUCH THIRD-PARTY PRODUCTS. Any and all such third-party products (e.g., drivers,
utilities, operating system components, etc.) which may be distributed with the Licensed Software are
provided "AS IS" without warranty of any kind, whether express or implied, and Licensee's use and
installation thereof, and any related warranty service, is subject to the third-party licenses supplied with
such products or the applicable manufacturer's warranty. Use of Microsoft's DCOM software, distributed
with the Licensed Software, is conditioned upon Licensee having a valid licensed copy of the applicable
Microsoft operating system software on the computer on which the DCOM software is installed. Ivanti
expressly disclaims liability of any kind with respect to Licensee's installation or use of third-party
products. Nothing in this EULA shall restrict, limit or otherwise affect any rights or obligations Licensee
may have, or conditions to which Licensee may be subject, under any applicable open source licenses to
any open source code contained in any Licensed Software. Ivanti may cease to provide access to third-
party databases and content, such as patch content, used with some licensed software, in its sole
discretion, at any time, and makes no warranty that third-party software which Licensee seeks to access
using the licensed software shall be available for downloading to Licensee's system.
10. LIMITED WARRANTY. IVANTI WARRANTS THAT FOR A PERIOD OF NINETY(90) DAYS FROM
LICENSEE'S INITIAL ACQUISITION OF A LICENSE TO USE THE LICENSED SOFTWARE, THE
LICENSED SOFTWARE WILL FUNCTION SUBSTANTIALLY IN CONFORMANCE WITH THE
DOCUMENTATION ACCOMPANYING SUCH LICENSED SOFTWARE WHEN USED IN ACCORDANCE
WITH THE ACCOMPANYING DOCUMENTATION. LICENSEE'S SOLE REMEDY FOR A BREACH OF
THIS WARRANTY SHALL BE THAT IVANTI, IN ITS REASONABLE DISCRETION, WILL EITHER: (i)
RESOLVE THE NONCONFORMITY,(ii)REPLACE THE LICENSED SOFTWARE WITH SOFTWARE OF
SUBSTANTIALLY THE SAME FUNCTIONALITY, OR (iii) REFUND THE LICENSE FEES PAID BY
LICENSEE FOR THE.APPLICABLE LICENSED SOFTWARE. THIS LIMITED WARRANTY SHALL NOT
APPLY TO UPDATES AND UPGRADES (IF ANY) TO THE LICENSED SOFTWARE OR IF LICENSEE
HAS OBTAINED A TRIAL-USE LICENSE.
11. NO OTHER WARRANTIES. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE
LICENSED SOFTWARE, MAINTENANCE AND SUPPORT SERVICES ARE PROVIDED "AS IS",
WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-
INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ANY
EXPRESS WARRANTY MADE OUTSIDE OF THIS EULA IS EXCLUDED AND SUPERSEDED.
NEITHER IVANTI NOR ITS LICENSORS REPRESENT OR WARRANT THAT THE LICENSED
SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT THE LICENSED SOFTWARE IS
WITHOUT DEFECT OR ERROR OR THAT OPERATION THEREOF WILL BE UNINTERRUPTED OR
ERROR FREE. LICENSEE MAY HAVE OTHER WARRANTY RIGHTS PROVIDED BY LOCAL LAW.
12. LIMITATION OF LIABILITY AND DIRECT DAMAGES. IN NO EVENT SHALL IVANTI OR ITS
LICENSORS, VENDORS, AFFILIATES, SUBSIDIARIES, PARENTS, EMPLOYEES AND/OR
SUPPLIERS BE LIABLE UNDER THIS EULA OR IN. CONNECTION WITH THE LICENSED
SOFTWARE, MAINTENANCE, OR SUPPORT SERVICES FOR ANY INCIDENTAL, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, OR FOR ANY LOSS OF
PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF
COMPUTER PROGRAMS, OR INABILITY TO USE THE LICENSED SOFTWARE (REGARDLESS OF
THE FORM OF ACTION OR CLAIM), EVEN IF IVANTI HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IVANTI'S ENTIRE LIABILITY UNDER THIS EULA SHALL BE LIMITED TO DIRECT,
OBJECTIVELY MEASURABLE DAMAGES AND THE AGGREGATE LIABILITY OF IVANTI ARISING
FROM OR RELATING TO THIS EULA, THE USE OF THE LICENSED SOFTWARE, MAINTENANCE,
AND SUPPORT SERVICES SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES RECEIVED
BY IVANTI FROM LICENSEE UNDER THIS EULA FOR THE LICENSED SOFTWARE OUT OF WHICH
SUCH LIABILITY AROSE (EXCEPT WITH RESPECT TO INDEMNIFICATION UNDER SECTION 13 OF
THIS EULA WHICH SHALL NOT BE LIMITED). SOME JURISDICTIONS DO NOT ALLOW CERTAIN
DISCLAIMERS OR LIMITATIONS OF WARRANTIES, SO SOME OF THESE PROVISIONS MAY NOT
APPLY TO LICENSEE.
13. INDEMNIFICATION.
(A) INDEMNIFICATION BY IVANTI: Ivanti will, at its own expense, defend or settle any Infringement
Claim and indemnify Licensee for any damages finally awarded against Licensee, but only if: (i) Licensee
promptly notifies Ivanti of any Infringement Claim; (ii) Ivanti retains sole control of the defense,
negotiations, settlement, or compromise of any Infringement Claim; and (iii) Licensee provides Ivanti with
all necessary authority, information, and reasonable assistance (at Ivanti's expense). Ivanti will not be
responsible for any costs, expenses or compromise incurred or made by Licensee without Ivanti's prior
written consent. If use of Licensed Software is permanently enjoined as the result of an Infringement
Claim, Ivanti will, in its sole discretion and expense, procure for Licensee the right to continue using such
Licensed Software, replace such Licensed Software with non-infringing product, modify such Licensed
Software so that it is no longer infringing, or, if each of the foregoing is commercially unreasonable or
unduly burdensome, Ivanti may elect to refund to Licensee the fees, less depreciation, received by Ivanti
for such enjoined Licensed Software. Depreciation shall be determined using a straight line basis over
thirty-six (36) months, commencing on the effective date for Ivanti Licensed Software and on the date of
first delivery to Licensee of any Licensed Software or Support Services.
(B) EXCLUSIONS: Ivanti shall not have any indemnification obligations, other responsibility or liability for
any costs, expenses, or damages, settlement, or otherwise resulting from: (i) lvanti's compliance with
Licensee's designs, specifications or instructions; (ii) Licensee's modification (whether authorized or not)
of Licensed Software; (iii) any Infringement Claim arising from Licensee's combined use of Licensed
Software (or any part thereof) with any Licensee or other third party product; or (iv) Licensee's direct or
contributory infringement of any business method patent.
(C) ENTIRE OBLIGATION AND EXCLUSIVE REMEDY: The foregoing states the entire obligation and
exclusive remedy of each of the parties hereto with respect to any Ivanti indemnification obligation.
(D) INDEMNIFICATION BY LICENSEE: Licensee agrees to defend, indemnify, and hold Ivanti harmles
tvanti's compliance with Licensee's designs, specifications or instructions; and (iv) Licensee's
NI
14. PAYMENT AND TAXES. In the event that Licensee is purchasing directly from Ivanti and payment is r,„.3v()
required from Licensee directly to Ivanti (as opposed to purchase through or payment to an authorized c
Ivanti reseller or distributor), Licensee shall pay Ivanti all amounts due in U.S. Dollars no later than thirty
(30) days following Licensee's receipt of an invoice from Ivanti. For the purchase of any annual renewal Y Y
of the then-current annual Subscription Fee and annual Support Services Fees (if any), Licensee shall r ��
make payment to Ivanti within thirty (30) days of such annual renewal. If Licensee fails to make a
payment to Ivanti when due, Ivanti may charge Licensee interest at the lesser of a rate of one and one
half percent (1.5%) per month or the maximum rate allowed by applicable law, which interest will
accumulate on the outstanding balance on a daily basis until paid in full. Licensee shall reimburse Ivanti
for all reasonable costs, including legal fees and related costs, Ivanti incurs in collecting any late
payments and interest from Licensee. Ivanti shall be entitled to terminate all licenses, services and
Support Services provided hereunder upon thirty (30) days prior written notice to Licensee if Licensee
fails to pay any required fees when due. In the event that any withholding, sales, value-added, use or
other taxes or government fees, assessments or charges are payable because of this EULA, the license
of the Licensed Software to Licensee, or because of any payment by Licensee, then Licensee shall pay
all such taxes, fees, assessments and charges in addition to all other payments. If Ivanti is required to
make any such payments, Licensee agrees to reimburse Ivanti for such payments promptly upon notice
from Ivanti.
15. TERMINATION OF THIS EULA. If Licensee is using the Licensed Software under any time-limited
license, including without limitation a Trial-Use License or Subscription License, this EULA shall terminate
with regard to such Licensed Software without notice to Licensee on the last day of the specified time
period. Any other license granted hereunder shall automatically terminate if Licensee breaches this
EULA. Upon expiration or termination of this EULA, Licensee shall immediately cease all use of the
Licensed Software and uninstall and delete all of the Licensed Software. The foregoing shall not limit or
affect any remedy available to Ivanti as a result of any breach of this EULA by Licensee.
16. EXPORT COMPLIANCE. Licensee acknowledges that the Licensed Software is exported from the
United States in accordance with the Export Administration Regulations. The Licensed Software, and any
product or technical information provided by Ivanti, are subject to applicable import and export regulations
of the United States and/or other countries. Diversion contrary to U.S. law is prohibited. Licensee agrees
to comply with all applicable import and export regulations as they may be amended from time to time.
Regardless of any disclosure made by Licensee to Ivanti of an ultimate destination of the Licensed
Software or any product or technical information, Licensee agrees that it will not export, re-export or
disclose (directly or indirectly) any of the Licensed Software, any product or technical information
provided by Ivanti, or any portion thereof, to any country, entity or person in violation of U.S. export laws
or regulations or any other law, regulation, or government order. Note that Licensed Software containing
encryption may be subject to additional restrictions with which Licensee also agrees to comply.
17. GOVERNING LAW. If Licensee has its primary office in North America, Central America, South
America, or any other area not expressly identified below in this section, this EULA is governed by the
laws of the State of Utah, United States of America. If Licensee has its primary office in a member state of
the European Union or the European Free Trade Association, the Middle East or Africa, this EULA is
governed by the laws of England. If Licensee has its primary office in Japan, this EULA is governed by
the laws of Japan. If Licensee has its primary office in the People's Republic of China, this EULA is
governed by the laws of the People's Republic of China. Such governing laws are effective without
regard to the principles of conflict or choice of law and are exclusive of any provisions of the United
Nations Convention on Contracts for Sale of Goods. In any action or suit to enforce any right or remedy
under this EULA, the prevailing party will be entitled to recover its fees and costs, including reasonable
attorney's fees.
18. U.S. GOVERNMENT RESTRICTED RIGHTS. The Licensed Software is provided with
"RESTRICTED RIGHTS" and is deemed "commercial computer software" and "commercial computer
software documentation" within the meaning of applicable civilian and military Federal acquisition
regulations and any supplement thereto. Use, modification, duplication, or disclosure by the United
States Government is subject to restrictions as set forth in DFARS 252.227-7014(a)(1)(JUN 1995) (DOD
commercial computer software definition), DFARS 227.7202-1 (DOD policy on commercial computer
software), FAR 52.227-19 (DEC 2007) (commercial computer software clause for civilian agencies),
DFARS 252.227-7015 (NOV 1995) (DOD technical data - commercial items clause); FAR 52.227-14,
including Alternates I, II, and III (DEC 2007) (civilian agency technical data and noncommercial computer
software clause); and/or FAR 12.211 and FAR 12.212 (commercial item acquisitions), and any successor
provisions . Use of the Company Products by the U.S. Government constitutes acknowledgment of
Ivanti's proprietary rights therein. The Contractor or Manufacturer is Ivanti, Inc. (or its subsidiaries or
affiliates), with an office at 698 West 10000 South, Suite 500, South Jordan, UT 84095, USA.
19. SEVERABILITY. If any provision in this EULA shall be found or be held to be invalid, unenforceable,
or in conflict with applicable law in any jurisdiction in which this EULA is being performed, such provision
shall be construed, limited, or altered, as necessary, to eliminate the invalidity, unenforceability, or
conflict, and all other provisions of this EULA shall remain unaffected.
20. FORCE MAJEURE. Ivanti shall not be liable for its failure to perform due to unforeseen
circumstances or any causes beyond Ivanti's reasonable control ("Force Majeure"). In the event of Force
Majeure, Ivanti's performance will be extended for a period equal to the duration of the delay caused
thereby.
21. WAIVER. No action taken pursuant to this EULA, including any investigation by or on behalf of any
party, shall be deemed to constitute a waiver by such party of any representation, warranty, covenant or
agreement contained herein. The waiver by any party hereto of a breach of any provision of this EULA or
failure to perform by the other party shall not operate or be construed as a further or continuing waiver of
such breach or failure to perform or as a waiver of any other or subsequent breach or failure to perform.
No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or
remedy by such party preclude any other or further exercise thereof or the exercise of any other right,
power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies
provided by applicable law.
22. ASSIGNMENT; SUB-LICENSE. Licensee may not assign, sublicense, or transfer this EULA, the
Licensed Software, any right to Support Services, or any rights or obligations hereunder without prior
written consent of Ivanti. Ivanti may assign this EULA and any rights or obligations hereunder at any time
and without consent.
23. NOTICES. All notices required or permitted to be given hereunder shall be in writing, shall make
reference to this EULA, and shall be delivered by hand, or dispatched by prepaid courier or by registered
or certified mail, postage prepaid. Notices to Ivanti shall be sent to the following address:
Ivanti, Inc.
698 West 10000 South, Suite 500
South Jordan, Utah 84095
Attn: Legal Dept.
Notices shall be deemed served when received by addressee or, if delivery fails by reason of some fault
or action of the addressee, when tendered for delivery.
24. ENTIRE AGREEMENT; AMENDMENT. This EULA sets forth the entire understanding and
agreement between Licensee and Ivanti relating to the subject matter herein. This EULA may be
amended only in a writing signed by authorized representatives of both parties. No vendor, distributor,
dealer, retailer, reseller, salesperson, employee or any other person is authorized to modify this EULA or
to make any representations different from, or in addition to, the terms of this EULA and Licensee hereby
confirms that it has not entered into this EULA in reliance on any statement or representation not
expressly set forth herein. Any terms and conditions of any purchase order or other document that is
submitted by Licensee in connection with the Ivanti Licensed Software that are different from or in
addition to the terms and conditions of this EULA are not binding on Ivanti and are ineffective.
EULA—Version: March 2017
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CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos.1-4 and 6 if thereare interested parties. OFFICE USE ONLY
Complete Nos,1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2417-239860
Shi Government Solutions
Austin,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to thecontract for which the form Is 07/21/2017
being filed.
City of Corpus Christi Date Ackn wledged:kr-2
frlA11
3 Provide the identification number used by the governmental entity or state agency to.track or identify the contract,and provide a
description of the services,goods,or other property:to be provided under the contract. -
17-0481
Software licensing agreement with Landesk.
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (cheek applicable)
Controlling .1. Intermediary
•
5 Check only if there is NO.interested Party. 0
X
6 AFFIDAVIT I swear,or affirm,undernal of u that the above disclosure'is true and correct.
Pe h! PeC1 ry,
,0��art+B�,! VICTORIA PUBYLSKI
Notary,Public,State of Texas
;p� Comm,Expires 10-11-2020 '(.,
0 , y. +;. Notary IQ 130858106
Signature:of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
A , ,
Sworn to and subscribed before me;by the said I t CA 0. (0 ,this the - day of C 13 ,
20 ] ,to certify which,witness my hand and seal of office.
\ir pvtit,fr\145,44: -, ,---e ,
Vi&-toiria \A, 186
Signature_of officer adrn�istering cant Printed name of officer administering Title.Of Officer admini Ying.oadr-
Forms provided by Texas Ethics Commission wvww.ethics.state.lx.us Version V1.0,883