Rygen Product Services Licensing
END USER LICENSE AGREEMENT
This End User License Agreement (“EULA”), effective as of the earlier date of the date set forth on the applicable ordering document or the date Client (as defined below) accepts this EULA via any of the means contemplated in Section 2 hereof, is entered into and legally binding by and between Rygen, LLC (“Rygen”) and the purchasing entity identified on the applicable ordering document (“Client”).
1.1. “Software” means machine-executable object code version of Rygen’s proprietary software referenced, as installed or delivered as a service and as may be more fully described, in the applicable ordering document.
1.2. “Product(s)” means commercially released Software provided as a service, which may be more fully described in the applicable ordering document.
1.3. “Documentation” means any user instructions, manuals, and online help files regarding the use of the Product(s) that are provided to Client by or on behalf of Rygen.
1.4. “Client Content” means any data, information, sound, text, images, and other content submitted by Client to or through the Product(s).
1.5. The term “You” means Client.
1.6. Any capitalized term used but not defined herein has the applicable meaning ascribed to it in the applicable ordering document.
- Agreement to Terms.
PLEASE READ THIS EULA CAREFULLY. BY CHECKING THE “ACCEPT” BUTTON BELOW OR USING ANY PRODUCT, YOU ARE EXPRESSLY ACKNOWLEDGING AND AGREEING THAT: (a) YOU PURCHASED THE PRODUCT(S) LICENSE FROM AN APPROVED SOURCE; (b) YOU FULLY UNDERSTAND ALL TERMS AND CONDITIONS SET FORTH IN THIS EULA; AND (c) YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITONS SET FORTH IN THIS EULA. FOR PURPOSES OF THIS EULA, AN “APPROVED SOURCE” MEANS (a) RYGEN; OR (b) A DISTRIBUTOR, RESELLER, OR SYSTEMS INTEGRATOR AUTHORIZED BY RYGEN TO DISTRIBUTE AND/OR RESELL THE APPLICABLE RYGEN PRODUCT TO END USERS WITHIN CLIENT’S TERRITORY. IF YOU DO NOT AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH IN THIS EULA, YOU SHALL: (x) IMMEDIATELY CLICK THE “DO NOT ACCEPT” BUTTON; AND (Y) IMMEDIATELY DISCONTINUE YOUR USE OF THE PRODUCTS AND SOFTWARE. IF CLIENT IS A CORPORATION OR OTHER FORM OF LEGAL ENTITY AND THIS EULA IS BEING ENTERED INTO ON CLIENT’S BEHALF BY AN INDIVIDUAL, THE INDIVIDUAL ENTERING INTO THIS EULA ON CLIENT’S BEHALF HEREBY EXPRESSLY REPRESENTS AND WARRANTS THAT HE/SHE HAS THE FULL AUTHORITY TO ENTER INTO THIS EULA ON CLIENT’S BEHALF AND THE FULL AUTHORITY TO BIND CLIENT TO THIS EULA AND ALL TERMS AND CONDITIONS SET FORTH IN THIS EULA (INCLUDING, BUT NOT LIMITED TO, ALL OBLIGATIONS OF CLIENT CONTEMPLATED IN THIS EULA).
- Product Licenses and Restrictions.
3.1. Subject to Your compliance with the terms and conditions of this EULA and any applicable ordering document (including payment of any applicable license fees and other amounts), Rygen grants to Client a non-exclusive, non-sublicensable, non-assignable, and non-transferable license to: (a) use the Product(s), including any agreed upgrades, updates and/or bug fixes thereto or modified versions thereof; and (b) use the Documentation, in each case (a) and (b) above, solely for its own internal business needs and any other permitted use of the Product(s) (as such permitted use is mutually agreed upon in the applicable ordering document).
3.2. Client shall not and shall not permit others to: (a) copy or reproduce any Product; (b) modify or create any derivative works of any Product; (c) decompile, disassemble, decrypt, or reverse engineer (or permit, directly or indirectly, any third party, including, but not limited to, any of Client’s employees, contractors, officers, directors, members, managers, partners, shareholders, agents, advisors or representatives, to decompile, disassemble, decrypt, or reverse engineer) any Product, including, but not limited to, any portion of any Software, whether to establish the source code thereof or otherwise; (d) license, assign, transmit, sell, distribute, disclose, market, rent, lease, or transfer to any third party any portion of any Product, including, but not limited to, any portion of any Software, or use any Product, including, but not limited to, any Product, in any service bureau arrangement, facility management or third party training; (e) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in or on any Product; (f) provide access to or disclose any Product to any third party; (g) use any Product to create or provide any offering or service, whether or not it is similar or competitive to any Product, including, but not limited to, connecting to existing Rygen third party trading partners as a consultant or service provider; (h) extract or use any software or content that is furnished by or on behalf of Rygen except as part of the applicable Product(s); (i) use any Product for any unlawful purpose or in violation of any applicable federal, state, local laws, rules or regulations or any foreign equivalents; (j) use any Product in connection with the storage or transmission of infringing, libelous, or otherwise unlawful or tortuous material, or in violation of any third-party privacy rights; (k) utilize any Product, or any related feature or data, to infringe, misappropriate or violate the intellectual property rights of any third party; (l) publish or disclose to any third party any performance or benchmark tests or analyses relating to any Product, except for internal use by Client; (m) make error corrections to any Product, including, but not limited to, any Software, or permit, directly or indirectly, any third party to do so, (n) interfere with or disrupt Rygen’s hosting or maintenance of the Product or Software; (o) access any portions of the Product or Rygen’s systems or data that are intended for use by Rygen and its internal personnel only; or (p) introduce to the Product or Software any virus, worm, time bomb, Trojan horse or other harmful or malicious code, file, script, agent or program.
- Upgrades, Modifications and Backups.
Notwithstanding any other provision set forth in this EULA, Rygen and Client hereby expressly acknowledge and agree that: (a) Client has no license or right to make or use any additional upgrades or modifications of any Product(s) unless Client, at the time of making or acquiring such upgrade or modification, already holds a valid license to the original Product and has fully and finally paid to the applicable Approved Source all applicable fees (as determined by Rygen in its sole discretion) for the upgrade or modification; (b) use of upgrades is limited to Product(s) supplied to Client by an Approved Source for which Client is the original end user or purchaser or otherwise, as determined by Rygen in its sole discretion, who holds a valid license to use the applicable Product(s) which is/are being upgraded.
- Term and Termination.
5.1. This EULA will be effective from the date of purchase of the applicable Product(s) and shall end upon the earlier of: (a) the end of the license term specified in the applicable ordering document, if any, and any valid renewal thereof; or (b) the termination of this EULA pursuant to Section 5.2. In the case of an evaluation or trial period provided for any Product(s) in the applicable ordering document, this EULA will terminate automatically and without notice terminate at the conclusion of such evaluation or trial period as stated on the applicable ordering document, unless Client purchases and/or licenses the applicable Product(s) prior to the conclusion of the evaluation period.
5.2. This EULA may be terminated for cause by either party in the event that the other party commits a material breach of this EULA and does not cure such breach within thirty (30) days of receipt of written notice specifying such breach and the intent to terminate. Notwithstanding the foregoing, Client’s breach of its obligations arising under Section 3 (Product License and Restrictions) or Section 13 (Confidentiality) shall be deemed a material breach of this EULA that cannot be cured and shall allow Rygen to immediately terminate this EULA. Additionally, this EULA may be terminated without cause by Rygen upon no less than ninety (90) days written notice to Client.
5.3. Upon termination of this EULA, all rights granted to Client will terminate with respect to all Product(s), including, but not limited to, all applicable Software and Documentation, and Client will immediately discontinue use of all Product(s), including, but not limited to, all Product, Documentation and all of Rygen’s Confidential Information. Upon request by Rygen, Client will within seven (7) days thereof certify in writing to Rygen that all Product(s), including, but not limited to, all Software, as well as any and all copies thereof and any and all Confidential Information of Rygen, have either been returned to Rygen or destroyed in accordance with Rygen’s written instructions.
5.4. Sections 3, 4, 5, 6, 7, 11, 12, and 13 shall survive the termination of this EULA.
5.5. Payment. Unless otherwise set forth in an applicable ordering document, Client shall pay all amounts due net thirty (30) days from the date of invoice. All fees are nonrefundable. Client will be responsible for all taxes associated with or resulting from the purchases or licensing of any Product(s) other than taxes on Rygen’s or an Authorized Source’s net income.
- Limited Warranty.
6.1. Rygen warrants that the applicable Product will materially conform to the applicable Documentation. Rygen shall use reasonable efforts consistent with prevailing industry standards to maintain the Product(s) in a manner which minimizes errors and interruptions in the Product(s) and shall perform any implementation services set forth in the applicable ordering document in a professional and workmanlike manner. The Product(s) may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Rygen or by third-party providers, or because of other causes beyond Rygen’s reasonable control, but Rygen shall use commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
6.2. The exclusive liability of Rygen, and the sole remedy of Client, with respect to any breach of any of the above-described warranties shall be limited to Rygen replacing or repairing, or, at Rygen’s option, refunding the purchase price or applicable license fees of the Product(s) to which the breach of warranty applies. With respect to Product, repair or replacement is limited to providing maintenance releases of the applicable Software that Rygen generally makes available from time to time.
6.3. The Product(s) contain some components subject to open source software, freeware, shareware, or similar licensing or distribution models (“Open Source Components”). Without limiting the generality of the foregoing, Rygen’s warranty obligations under this EULA do not apply to Open Source Components or other licensed third party components used or enabled through Products.
6.4. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6 ABOVE, RYGEN, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO ANY PRODUCT(S) AND DOCUMENTATION, OR ANY OTHER MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CLIENT UNDER THIS EULA OR OTHERWISE ASSOCIATED WITH ANY PRODUCT(S), INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL WARRANTIES THAT THE PRODUCT(S) WILL BE UNINTERRUPTED AND/OR ERROR FREE. RYGEN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES AND ANY AND ALL WARRANTIES THAT CLIENT CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PRODUCT(S) AND ANY OTHER SERVICES PROVIDED BY RYGEN ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. CLIENT AGREES THAT ITS USE OF THE PRODUCT(S) IS AT ITS SOLE RISK AND DISCRETION.
CLIENT HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE PRODUCT(S), INCLUDING, BUT NOT LIMITED TO, THE SOFTWARE, IS NOT DESIGNED FOR ANY CRITICAL APPLICATIONS AND THEREFORE RYGEN PROVIDES NO WARRANTY THAT ANY PRODUCT(S) IS/ARE FIT FOR CRITICAL APPLICATIONS. “CRITICAL APPLICATIONS” MEANS THE LIFE SUPPORT SYSTEMS OR THE LIFE SUPPORT MARKET, MEDICAL APPLICATIONS, CRITICAL CARE APPLICATIONS, CONNECTIONS TO IMPLANTED MEDICAL DEVICES, COMMERCIAL TRANSPORTATION OR AVIATION, NUCLEAR FACILITIES OR SYSTEMS, OR ANY OTHER APPLICATIONS WHERE PRODUCT FAILURE COULD LEAD TO INJURY TO PERSONS, LOSS OF LIFE, OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE. RYGEN HEREBY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF THE USE OF ANY PRODUCT(S) IN ANY CRITICAL APPLICATIONS.
- Product Support.
7.1. During Client’s paid Product support subscription period (as set forth in the applicable ordering document or otherwise agreed in writing by Rygen), Rygen will provide Client with reasonable technical support services in accordance with Rygen’s standard practice.
7.2. Rygen will have no obligation to provide Product support for: (a) any modification of any Software not made by Rygen or otherwise expressly pre-approved in writing by Rygen; (b) any version of any Product running on any browser that is not supported by Rygen; (c) any Product or version of any Software that has reached its end of support life (as determined by Rygen in its sole discretion); or (d) any Product, software, system or connection with third party systems, that is not part of that Client installation of the Product as determined by Rygen in its sole discretion.
7.3. Unless otherwise agreed in writing by Rygen, the applicable Product support subscription period will be specified in the applicable ordering document. Reinstatement of lapsed Product support, if any, is subject to Rygen’s then-current support services reinstatement policy and fees in effect on the date the reinstatement is granted.
7.4. Rygen reserves the right to charge additional Product support fees at its then standard professional services rates for Product support services performed in connection with reported problems which are later determined to have been due to Client error or any third-party hardware or software. Any configuration or integration work must be separately quoted by Rygen’s professional services organization and agreed by the parties in writing before Rygen will have any obligations with respect to the same.
8.1. Rygen agrees that it will, at its own expense, defend all suits or proceedings instituted against Client by any third party and pay any award or damages finally assessed against Client in such third-party suits or proceedings insofar as the same are based on any third party claim that the Product(s) or any parts thereof furnished under this EULA constitute an infringement in the United States of any United States patent, copyright, or other intellectual property right of a third party; provided, however, that Client gives Rygen: (a) immediate written notice of the institution of the suit or proceedings or threat thereof, (b) sole control of the defense and settlement of such suits or proceedings; and (c) all needed information, assistance and authority to enable Rygen to do so. Notwithstanding the foregoing, Rygen will not be responsible for, and the foregoing indemnity obligation shall not apply to: (x) any use of any Product(s) in combination with any other device, product, service, process, equipment, infrastructure or material not furnished by Rygen, (y) any use of any Product(s) that is outside their intended use; or (z) any modification of any Product(s) by any person other than Rygen or otherwise expressly pre-approved in writing by Rygen. In the event that Rygen believes that any claim is likely to occur, Rygen may, at its sole option and expense, either (i) secure for Client the right to continue using such item(s), (ii) replace such item(s) with non-infringing item(s), or (iii) require the return of such item(s) and refund the sums paid therefor. THE FOREGOING STATES RYGEN’S ENTIRE LIABILITY AND OBLIGATION (EXPRESS, STATUTORY, IMPLIED OR OTHERWISE) WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT OR CLAIMS THEREFOR.
8.2. Client agrees to indemnify, defend, and hold Rygen, its affiliates, and its and their directors, officers, employees, and agents harmless from all loss, liability, claims, demands, judgments, and expenses, including without limitation reasonable attorneys’ fees, arising out of or related to any Client Content, including, without limitation, any claim that the collection, transfer, storage or use of any Client Content infringes, misappropriates or otherwise violates the intellectual property rights of a third party or violates any law, rule, regulation or directive, or any unauthorized use of any Product(s) by Client or any of its employees, officers, directors, members, managers, partners, shareholders, contractors, agents, representatives, affiliates or subsidiaries. For purposes of this EULA, “unauthorized use” shall mean any use of any Product(s) that is not expressly authorized under the provisions set forth in this EULA or any use of any Product(s) that is not in strict accordance with the applicable Documentation.
- Limitation of Liability.
RYGEN’S TOTAL LIABILITY UNDER THIS EULA SHALL BE LIMITED TO THE AMOUNT OF MONEY PAID FOR THE SPECIFIC PRODUCT(S) FROM WHICH THE CLAIM AROSE. IN NO EVENT WILL RYGEN BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFIT, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, SECURITY BREACH, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, AND WHETHER OR NOT RYGEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS IN ADVANCE. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST CLIENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Client hereby expressly acknowledges and agrees that Rygen has set its prices for the Product(s) and entered into this EULA in reliance upon the disclaimers of warranty set forth in Section 6 of this EULA and the limitations of liability set forth in this Section 9 of this EULA, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.
“Confidential Information” means any and all information related to a party’s business that is labeled or identified as “confidential” or “proprietary” or otherwise is of such a type or disclosed in such a way that a reasonable person would understand that the information disclosed is confidential or proprietary, including without limitation software, source code, specifications, trade secrets, development plans, technical information, business forecasts, and strategies. Without limiting the foregoing, the Product(s) and the Documentation are the “Confidential Information” of Rygen. Each party agrees to hold the other party’s Confidential Information in strict confidence, not to disclose such Confidential Information to any third parties, except as described below, not to use any Confidential Information except for the purposes of this EULA, and otherwise protect Confidential Information by using at least the same degree of care (and, in any event, not less than a reasonable degree of care) as it uses to protect its own proprietary information of similar importance. Each party may disclose the other party’s Confidential Information to its responsible employees and contractors with a bona fide need to know, but only to the extent necessary to carry out the purposes of this EULA, and only if such employees and contractors are subject to a nondisclosure agreement that is at least as protective as this EULA. The restrictions set forth in this section will not apply to any Confidential Information that the receiving party can demonstrate (a) was known to it prior to its disclosure by the disclosing party; (b) is or becomes publicly known through no wrongful act of the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure without restriction; or (d) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information. The parties agree that a breach of this section may cause irreparable damage which money cannot satisfactorily remedy and therefore, the parties agree that in addition to any other remedies available at law or hereunder, the disclosing party will be entitled to seek injunctive relief for any threatened or actual disclosure by the receiving party.
- Proprietary Rights.
Product(s) and Documentation contain Rygen’s proprietary information that is protected to the maximum extent by applicable intellectual property and other laws. There is no implied license, right, or interest granted to Client in any copyright, patent, trade secret, trademark, invention, or other intellectual property right under this EULA, and Rygen reserves all proprietary rights not expressly granted herein.
- Government Rights.
The Product(s) are “commercial items” as that term is defined at 48 C.F.R. 2.101; the Software and Documentation consists 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 Product(s) and any other software and documentation covered under this EULA with only those rights set forth herein. Accordingly, if Client is an agency, department, employee, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Product, including technical data or manuals, is restricted by the terms, conditions, and covenants contained in this EULA.
13.1. Security Responsibilities. Client acknowledges and agrees that it is solely responsible for maintaining and protecting all aspects of any network, systems, and data (including any Personal Information) maintained by Client. “Personal Information” means individually identifiable information from or about an individual consumer including, but not limited to: (a) a first and last name or first initial and last name; (b) a home or other physical address, which includes at least a street name and name of city or town; (c) an email address; (d) a telephone number; (e) a Social Security number; (f) credit and/or debit card information, including number, expiration date, security code, and/or track data; (g) date of birth; or (h) driver’s license number.
13.2. Rygen Suppliers and Licensors. Any release, disclaimer, or limitation of Rygen’s liability or damages pursuant to this EULA shall be construed, in addition to Rygen’s benefit, also to the benefit of Rygen’s suppliers, licensors, employees, and contractors and, without limiting any other defenses that such suppliers, licensors, employees and contractors may have. Client hereby expressly agrees and covenants to release such third parties from liability or damages in accordance with such release, disclaimer, or limitation of liability or damages to the same extent that such provisions apply to Rygen. The Product(s), including, but not limited to, any Software, may include software licensed from third parties, and such third-party software may be subject to third party terms and conditions, including as may be specified in licenses included in the “Licenses” directory within the Product(s). Client hereby expressly represents and warrants that it has read such other licenses in their entirety and fully agrees to be bound by the terms of any applicable third party terms and conditions.
13.4 Access and Use of Client Content. Rygen may use and reproduce Client Content as necessary to provide, operate, maintain and support the Product(s) provided to Client, and for any further purposes approved by Client (including as set forth in the applicable ordering document). Client will secure for Rygen the right to use and reproduce Client Content, including any Personal Information therein, to the extent necessary to provide, operate, maintain and support the Product(s), without creating any obligations for Rygen beyond those set forth in this EULA. In addition, Rygen may generate and use usage patterns, trends, and other statistical data derived from use of the Product(s) (but not Client Content itself) for the purposes of developing, providing, operating, maintaining, or improving the Products and other Rygen products and services.
13.3. Governing Law/Dispute Resolution. This EULA will be governed by and construed under the laws of the State of South Carolina without regard to its conflict of laws provisions. The federal and state courts South Carolina will have exclusive jurisdiction and venue to adjudicate any dispute arising out of or related to this EULA. Notwithstanding the foregoing, Client hereby expressly acknowledges and agrees that the breach or attempted breach of its obligations hereunder related to any Product(s) or Rygen’s Confidential Information shall cause irreparable injury to Rygen for which money damages would not be an adequate remedy and that in such event Rygen shall be entitled to equitable relief to protect its interests, including, but not limited to, injunctive relief, in any court of competent jurisdiction.
13.4. Entire Agreement. This EULA sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior discussions, proposals, and understandings between them. No modification of or amendment to this EULA, nor any waiver of any rights under this EULA, will be effective unless set forth in writing signed by authorized representatives of both parties hereto. Client hereby expressly acknowledges and agrees that, without limiting the generality of the foregoing, this EULA wholly supersedes the terms of any Client form of purchase order, acknowledgment, or other business forms notwithstanding Rygen’s acceptance or acknowledgment thereof or to any of the same and that no so such Client form of purchase order, acknowledgment or other business forms shall have any force or effect unless otherwise expressly agreed in writing by Rygen via a written amendment to this EULA.
13.5. Assignment. Client may not assign this EULA or any of its rights and/or obligations under this EULA without Rygen’s prior written consent. Rygen shall have the right to assign this EULA and/or any of its rights and/or obligations under this EULA to any of its affiliates or subsidiaries or to any successor to its business or assets to which this EULA relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise.
13.6. Severability. If any provision of this EULA is held to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this EULA will otherwise remain in full force and effect and enforceable.
13.7. Waiver. The failure of either party to enforce its rights under this EULA at any time for any period will not be construed as a waiver of such rights.
13.8. Notices. Any notices or communication under this EULA will be in writing and will be either (a) hand delivered, (b) sent by registered or certified mail return receipt requested, or (c) sent by nationally recognized express courier to the receiving party’s address set forth on the applicable ordering document, or such other address as a party hereto may in the future specify to the other party.
13.9. Client Records. Upon reasonable notice, Rygen may conduct a reasonable audit of Client’s Product environment and relevant records to confirm Client’s use of Product(s), including, but not limited to, any Software, is in accordance with the terms and conditions of this EULA. Any such audit shall be conducted during regular business hours and shall not unreasonably interfere with Client’s business activities. Client shall reasonably cooperate in any such audit. In the event such audit discloses non-compliance with this EULA, Client shall promptly pay to Rygen the appropriate license fees (as determined by Rygen in its sole discretion), plus the reasonable cost of conducting the audit.