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P/N 595289-01 Rev B 5/15
10.
Governing Law/Jurisdiction
. This Agreement shall be exclusively interpreted,
construed and enforced in all respects in accordance with the laws of the State of
North Carolina (U.S.A.) without reference to its choice of law rules. Notwithstand-
ing the foregoing, no action brought by either Party against the other for breach
of this Agreement shall be limited to breach of contract remedies and either Party
may bring any additional cause(s) of action that would otherwise be available
to it, including and only as applicable based on the facts presented, copyright
infringement pursuant to Title 17 of the United States Code. You hereby expressly
and specifically waives any objection You may have, pursuant to the Eleventh
Amendment to the United States Constitution or otherwise, to the jurisdiction of,
or any award that could be granted by, the United States Federal Courts.
11.
General
. As used in this Agreement “
Affiliate
” means each: (i) individual, corpo-
ration, partnership, limited liability company, limited liability partnership, practice,
association, joint stock company, trust, unincorporated organization or other venture
or business vehicle (each an “
Entity
”) in which SCOTT directly or beneficially owns
a twenty percent (20%) or greater equity interest; or (ii) Entity which, directly or
indirectly, is in control of, is controlled by or is under common control with SCOTT;
or (iii) the ultimate parent of SCOTT and any Entity which is owned or controlled,
directly or indirectly, by the ultimate parent; or (iv) Entity that is a legally recognized
franchisee or distributor of SCOTT. For the purpose of this definition, control of an
Entity includes the direct or indirect power, whether or not exercised: (a) to vote fifty
percent (50%) or more of the securities or other interests having ordinary voting
power for the election of directors or other managing authority of such Entity; or (b)
to direct or cause the direction of the management or policies of such Entity, whether
through ownership of voting securities, partnership interest or equity, by contract
or otherwise. This Agreement sets forth the entire agreement and understanding
of the parties relating to the subject matter herein and merges and supersedes all
prior agreements, writings, commitments, discussions and understandings between
them, including without limitation any license agreement embedded in the software.
No modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties. If
any provision of this Agreement is held by a court of competent jurisdiction to be
invalid, prohibited, or unenforceable in any jurisdiction, such provision shall, as to
such jurisdiction, be ineffective solely in such jurisdiction and only to the limited extent
it is found to be invalid, prohibited, or unenforceable, and each and every remaining
provision of this Agreement shall remain in full force and effect as if such invalid,
prohibited, or unenforceable provision never had been included.. This Agreement
shall be construed within its fair meaning and no inference shall be drawn against
the drafting Party in interpreting this Agreement.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
NOTICE:
THESE USER INSTRUCTIONS
ARE T
O
BE REMO
VED O
NL
Y
BY THE END USER.
