NIDCD-Quote T_NOTC-R w_ UCF Motor_NIH with Buy Back Revised.pdf

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Furniture
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NIH-OD-OA-2024
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This document is a quote from Spryson America Inc. for a National Institute of Health (NIH) contract opportunity for a NOTC-R system with additional components. The quote includes pricing for the NOTC-R system, a UCF motor and installation, chair installation, crating/shipping, and a trade-in credit for an existing NOTC chair. The total quoted price is $249,000. The quote includes Spryson's standard terms and conditions, which cover order acceptance, payment, delivery, warranty, and intellectual property. The related federal contract opportunity is for the procurement of a commercial database platform to provide uninterrupted access to research resources for NIH researchers.

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Spryson America Inc 128 Gamma Drive, Pittsburgh, PA, USA, 15238-2920

Date Valid Until Subject Rep Rep Email

Account Name Contact Name Contact Phone Contact Email

Aug 8, 2024 Sep 7, 2024 NOTC-R w/ UCF Motor_NIH with Buy Back David Tsang david@spryson.com

National Institute of Health (NIH) Chris Zalewski

(301) 496-5145 zalewski@nidcd.nih.gov

Bill To National Institute of Health (NIH) Chris Zalewski 31 Center Drive Building 31C, 3rd Floor Wing C, Bethesda, MD, United States, 20814

Ship To National Institute of Health (NIH) Chris Zalewski 31 Center Drive Building 31C, 3rd Floor Wing C, Bethesda MD, United States, 20814

QUOTE

100575

System Information Additional Notes The final price of this quote is contingent upon the trade-in/buy-back of the existing NOTC chair at NIH with serial# 800749

Item & Description List Price Qty

Tax

Rate % Total

NOTC-R

NOTC-R

No Enclosure, 100 Hz USB3 binocular Falcon goggle with blackout cover and fixation light. Electronic brake.

Testing area protection: 360-degree circular diameter 8’ perimeter failsafe protection light curtain system

Available Tests:

Calibration Spontaneous Nystagmus, gaze horizontal and gaze vertical Sinusoidal Harmonic Acceleration for Lateral, LARP and RALP canal pairs for 0.01 through 2.0 Hz Trapezoidal Steps up to 400 d/s peak velocity for Lateral, LARP and RALP canal pairs V-Fixation 0.01 through 2.0 Hz for Lateral, LARP and RALP canal pairs V-Enhancement 0.01 through 2.0 Hz for Lateral, LARP and RALP canal pairs crHIT (controlled rotation Head Impulse Test) for lateral, LARP and RALP canal pairs Pulse-Step-Sine Custom Test Eye Tracking software with 100 and 250 f/s VEST™ and I-Portal® software

$ 239,000.00 1 $ 239,000.00

Sub Total $ 249,000.00

Grand Total $ 249,000.00

Name:

Signature:

Date:

Title:

Customer PO:

Please submit signed quote and purchase order to: terri@spryson.com or fax to 412-963-6722

Terms and Conditions

Terms are 50% deposit with order: 50% due upon delivery. Buyer understands that payment cannot be delayed if the Buyer delays delivery date.

Credit cards are accepted. 3% processing fee will apply to credit card transactions Taxes may or may not apply.

Shipment is FOB Pittsburgh, PA.

Computer warranty duration: Based on manufacturer warranty. Other warranty durations: See Terms and Conditions.

Reference Spryson America Inc. Terms and Conditions of Sale for full terms and conditions; In the event of a conflict between the terms and conditions of this offer and the terms and conditions of a purchase order, the terms and conditions of this offer will prevail.

All Spryson specifications listed (including dimensions and weights of supplied equipment) on quotations and marketing literature are best effort estimations subject to component changes and enhancements.

Given the complexity of this system and the necessary unique componentry, Spryson can only provide estimated ship dates. Missed delivery dates do not affect the payment obligations of the Buyer. Contact Spryson for estimated ship dates.

Details Terms and Conditions

ENTIRE CONTRACT

THE TERMS AND CONDITIONS OF SALE HEREIN SET FORTH, PLUS THE TERMS AND SPECIFICATION SET FORTH IN THE CORRESPONDING QUOTATION AND, IF ANY, AND ALL DRAWINGS, SPECIFICATIONS, Miscellaneous Part(s) UCF Motor & Installation

$ 40,000.00 1 $ 40,000.00

Chair Installation Includes: installation labor and travel within the Continental USA

$ 7,000.00 1 $ 7,000.00

Chair Crating, Shipping & Handling Crating, Shipping & Handling within the Continental USA

$ 2,000.00 1 $ 2,000.00

Miscellaneous This is in reference to the buy-back of the existing NOTC chair from NIH

$ -39,000.00 1 $ -39,000.00

Item & Description List Price Qty

Tax

Rate % Total

DESCRIPTIONS AND OTHER DOCUMENTS ATTACHED HERETO CONSTITUTE THE FINAL WRITTEN

EXPRESSION OF ALL OF THE TERMS OF THIS CONTRACT BETWEEN (UNLESS CHANGED IN

ACCORDANCE WITH THE SUCCEEDING PARAGRAPH), SPRYSON AMERICA INC. (“THE COMPANY” OR “SPRYSON”) AND BUYER. ANY AND ALL REPRESENTATIONS, PROMISES, WARRANTIES OR STATEMENTS MADE BY THE COMPANY’S AGENT OR AGENTS THAT DIFFER IN ANY WAY FROM THE TERMS OF THIS

WRITTEN CONTRACT SHALL BE GIVEN NO FORCE OR EFFECT. NONE OF THE TERMS OF THIS

CONTRACT SHALL BE SUBJECT TO CHANGE EXCEPT BY WRITTEN AUTHORIZATION OF A PROPERLY AUTHORIZED REPRESENTATIVE OF THE COMPANY. THE FAILURE OF THE COMPANY TO OBJECT TO ANY PROVISION IN CONFLICT HEREWITH, WHETHER CONTAINED ON THE BUYER’S OFFER TO PURCHASE OR OTHERWISE, SHALL NOT BE CONSTRUED AS A WAIVER OF THE TERMS OF THIS CONTRACT NOR AS AN ACCEPTANCE THEREOF. SHOULD ANY TERM OF THIS CONTRACT BE INVALID UNDER APPLICABLE LAW, THE CONTRACT SHALL NOT FAIL BY REASON THEREOF BUT SHALL BE CONSTRUED IN THE SAME

MANNER AS IF SUCH TERM HAD NOT APPEARED HEREIN.

ORDERS

ALL ORDERS ARE RECEIVED SUBJECT TO ACCEPTANCE. A QUOTATION BECOMES A SALES ORDER ONCE THE QUOTE HAS BEEN SIGNED BY BOTH PARTIES, A PURCHASE ORDER HAS BEEN RECEIVED AND THE

DOWN-PAYMENT HAS BEEN RECEIVED. TYPOGRAPHICAL AND CLERICAL ERRORS IN QUOTATIONS,

ORDERS AND ACKNOWLEDGEMENTS ARE SUBJECT TO CORRECTION. CHANGES TO AN ORDER CAN BE MADE AT THE REQUEST OF EITHER PARTY SUBJECT TO A MUTUAL SIGNED AGREEMENT THAT MAY

INCLUDE ADDITIONAL COSTS.

PRICES

PRICES ARE FOB POINT OF SHIPMENT.

TAXES

PRICES DO NOT INCLUDE ANY SALES, USE, EXCISE, PROPERTY OR SUCH TAXES THAT MAY BE LEVIED ON THE TRANSACTION BY LOCAL, STATE, FEDERAL OR FOREIGN GOVERNMENTS. ANY SUCH TAXES SHALL BE THE RESPONSIBILITY OF THE BUYER. IF SELLER IS REQUIRED TO PAY ANY SUCH TAXES, THE

COST WILL BE ADDED TO THE INVOICE OR BILLED TO THE BUYER SEPARATELY.

PAYMENT TERMS

UNLESS STATED ELSEWHERE OTHERWISE, THE QUOTED PRICES ASSUME PAYMENT TERMS OF 50% OF

TOTAL ORDER PRICE AS A DOWN PAYMENT WITH THE ORDER, 50% OF TOTAL ORDER PRICE ON

DELIVERY. AMOUNTS PAST DUE ARE SUBJECT TO A SERVICE CHARGE OF EIGHTEEN PERCENT (18%) PER ANNUM OR THE CURRENT PRIME RATE PER ANNUM, WHICHEVER IS GREATER. IF THE COMPANY, IN ITS JUDGMENT AT ANY TIME DEEMS THAT, BY REASON OF THE FINANCIAL CONDITION OF THE BUYER

OR OTHERWISE, THE CONTINUANCE OF PRODUCTION OR SHIPMENT ON THE TERMS SPECIFIED

HEREIN IS NOT JUSTIFIED, THE COMPANY MAY REQUIRE FULL OR PARTIAL PAYMENT IN ADVANCE.

CERTAIN ORDERS MAY, IN THE JUDGMENT OF THE COMPANY, BECAUSE OF THEIR NATURE OR THE DELIVERY INVOLVED, REQUIRE PROGRESS PAYMENTS. THE COMPANY’S FAILURE TO EXERCISE ANY RIGHT ACCRUING FROM ANY DEFAULT OF THE BUYER SHALL NOT IMPAIR ANY RIGHTS IN CASE OF

SUBSEQUENT DEFAULT BY THE BUYER.

DELIVERY

SHIPPING DATES GIVEN BY THE COMPANY ARE APPROXIMATE AND ARE BASED ON PROMPT RECEIPT

OF ALL NECESSARY INFORMATION REGARDING THE ORDER AND ON PROMPT DELIVERY OF

COMPONENTS AND ACCURATE LEAD TIMES. THE COMPANY WILL USE ITS BEST EFFORTS TO MEET THE SCHEDULED DATE SHOWN ON THE FACE THEREOF, BUT DOES NOT GUARANTEE TO DO SO. FAILURE TO MAKE SHIPMENTS AS SCHEDULED DOES NOT CONSTITUTE A CAUSE FOR CANCELLATION AND/OR FOR DAMAGES OF ANY CHARACTER. IN THE EVENT OF ANY DELAY REQUESTED BY THE BUYER OR ANY DELAY CAUSED BY THE LACK OF SHIPPING INSTRUCTIONS, THE COMPANY WILL STORE ALL ITEMS

ORDERED AT THE BUYER’S RISK AND EXPENSE AND WILL INVOICE THE BUYER FOR THE FULL

CONTRACT PRICE OF THE GOODS ON OR AFTER THE DATE ON WHICH THE SAME IS READY FOR

DELIVERY. THE COMPANY WILL SUBSEQUENTLY INVOICE THE BUYER FOR APPLICABLE STORAGE

COSTS ON A MONTHLY BASIS. THE COMPANY IS NOT RESPONSIBLE FOR ANY RISK OF LOSS, DAMAGE

OR DELAY THAT MAY OCCUR AFTER THE GOODS HAVE BEEN ACCEPTED FOR SHIPMENT BY THE

CARRIER. ANY SUCH CLAIM SHOULD BE MADE TO THE CARRIER IN ACCORDANCE WITH THE

APPLICABLE PROVISION OF THE FEDERAL BILLS OF LADING ACT.

CANCELLATION

NO ORDER OR ANY PART THEREOF MAY BE CANCELLED BY THE BUYER AT ANY TIME AFTER

ACCEPTANCE EXCEPT WITH THE WRITTEN APPROVAL OF AN AUTHORIZED REPRESENTATIVE OF THE COMPANY. IN THE EVENT OF ANY CANCELLATION OF THIS ORDER BY THE BUYER, THE BUYER SHALL

PAY TO THE COMPANY COSTS AND EXPENSES (INCLUDING ENGINEERING EXPENSES AND ALL

COMMITMENTS TO ITS SUPPLIERS AND SUBCONTRACTORS) INCURRED BY THE COMPANY PRIOR TO RECEIPT OF NOTICE OF SUCH CANCELLATION PLUS A 15% ADMINISTRATIVE CHARGE BASED ON THE

AMOUNT OF SUCH COSTS AND EXPENSES.

ENGINEERING DATA

ALL ENGINEERING DATA, DESIGN INFORMATION, ENGINEERING, SHOP DRAWINGS AND ANY OTHER

INTELLECTUAL PROPERTY USED OR DEVELOPED IN THE COMPLETION OF THIS ORDER ARE

CONFIDENTIAL AND ARE THE SOLE PROPERTY OF THE COMPANY. BUYER SHALL NOT ATTEMPT TO

REVERSE ENGINEER, DECOMPILE, OR DISASSEMBLE ANY SPRYSON PRODUCT, ASSEMBLY OR

INDIVIDUAL COMPONENT THEREOF OR DISCLOSE ANY PROPRIETARY INFORMATION OF SAID ITEMS TO

ANY THIRD PARTIES.

PATENTS

SPECIFIC CHANGES TO DRAWINGS AT BUYERS’ REQUEST OR DESCRIPTION ARE EXECUTED ONLY ON THE UNDERSTANDING THAT THE BUYER WILL INDEMNIFY THE COMPANY FOR ANY LOSS RESULTING FROM ANY ACTION FOR INFRINGEMENT OF PATENTS. ANY INTELLECTUAL PROPERTY OR PATENTS

DEVELOPED IN THE COURSE OF THE PROJECT ARE THE SOLE POSSESSION OF THE COMPANY.

RETURNS

NO GOODS ARE TO BE RETURNED WITHOUT WRITTEN AUTHORIZATION BY THE COMPANY.

CHOICE OF LAW

THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE

COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO ITS CHOICE OR CONFLICT OF LAW

PROVISIONS.

LIMITATIONS OF ACTIONS

ANY ACTION BY BUYER UNDER OR RELATING TO THIS CONTRACT MUST BE COMMENCED WITHIN ONE

YEAR AFTER SUCH CAUSE OF ACTION HAS ACCRUED.

LIMITED WARRANTY

ALL GOODS ARE SOLD SUBJECT TO THE MUTUAL AGREEMENT THAT THEY ARE WARRANTED BY THE COMPANY TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR ONE YEAR FROM THE DATE OF SHIPMENT. ALL SOFTWARE DELIVERED WITH THE SYSTEM IS SUBJECT TO THE COMPANY’S STANDARD SOFTWARE LICENSE AGREEMENT. THE COMPANY’S WARRANTY DOES NOT COVER, AND THE COMPANY MAKES NO WARRANTY WITH RESPECT TO ANY DEFECT, FAILURE, DEFICIENCY OR ERROR WHICH IS: A) NOT REPORTED TO THE COMPANY WITHIN THE APPLICABLE WARRANTY PERIOD; OR B) DUE TO MISAPPLICATION, MODIFICATION, DISASSEMBLY, ABUSE, MISUSE, UNAUTHORIZED REPAIR, IMPROPER MAINTENANCE OR ABNORMAL CONDITION OF TEMPERATURE, DIRTY OR CORROSIVE

MATTER; OR C) DUE TO OPERATION EITHER INTENTIONAL OR OTHERWISE, ABOVE RATED CAPACITIES OR IN ANY OTHERWISE IMPROPER MANNER. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER

WARRANTIES. THE PARTIES AGREE THAT THE IMPLIED WARRANTIES OF MERCHANTABILITY AND

FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE

EXCLUDED FROM THE CONTRACT.

LIMITATION OF REMEDY AND LIABILITY

THE REMEDY PROVIDED HEREIN IS BUYER’S SOLE AND EXCLUSIVE REMEDY. THE BUYER’S REMEDY AND COMPANY’S LIABILITY (WHETHER UNDER THE THEORIES OF BREACH OF WARRANTY, CONTRACT, TORT INCLUDING NEGLIGENCE OR STRICT LIABILITY OR ANY OTHER LEGAL THEORY) SHALL BE LIMITED EXCLUSIVELY AT THE COMPANY’S OPTION TO REPLACING OR REPAIRING WITHOUT CHARGE AT THE

COMPANY’S FACTORY OR ELSEWHERE ANY MATERIAL OR WORKMANSHIP DEFECTS WHICH BECOME

APPARENT WITHIN ONE YEAR FROM THE DATE ON WHICH THE GOODS WERE SHIPPED. THE COMPANY

SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND

INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS A RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON OR DAMAGES TO PROPERTY.

THE COMPANY SHALL HAVE NO LIABILITY FOR DAMAGES OF ANY KIND ARISING FROM THE

INSTALLATION AND/OR USE OF THE GOODS BY THE BUYER, ITS EMPLOYEES OR OTHER THIRD PARTIES.

BY THE ACCEPTANCE OF THE GOODS, THE BUYER SHALL ASSUME ALL LIABILITY FOR ANY DAMAGES

WHICH MAY RESULT FROM USE OR MISUSE BY THE BUYER, ITS EMPLOYEES OR BY OTHER PARTIES.

MAINTENANCE PLANS

MAINTENANCE PLANS APPLY ONLY TO THE EQUIPMENT AT THE LOCATION SPECIFIED ON THE ORDER.

IN REGARD TO EACH UNIT OF EQUIPMENT COVERED, CUSTOMER AGREES TO PREVENT

UNAUTHORIZED ADJUSTMENT, REPAIRS OR MODIFICATIONS, AGREES TO MAKE AVAILABLE AND KEEP

COMPLETE AND ACCURATE RECORDS OF WORK DONE, CHANGES MADE, AND OF TEST DATA

COLLECTED ON THE EQUIPMENT, AND TO ENSURE THAT THE EQUIPMENT IS UTILIZED IN ACCORDANCE

WITH THE APPLICABLE PUBLISHED SPECIFICATIONS. IN THE EVENT THAT ANY OF THESE

RESPONSIBILITIES IS NOT FULFILLED, SPRYSON SHALL HAVE THE RIGHT TO IMMEDIATELY WITHDRAW THE AFFECTED EQUIPMENT FROM MAINTENANCE PLAN COVERAGE. THE FOLLOWING SERVICES ARE OUTSIDE THE SCOPE OF COVERAGE UNDER ANY MAINTENANCE PLAN: ELECTRICAL WORK EXTERNAL TO THE EQUIPMENT; REPAIR OR REPLACMENT WORK OR INCREASE IN SERVICE TIME DUE TO FIRE, FLOOD, WATER, WIND, LIGHTNING, POWER SURGES, NEGLECT, MISUSE; INADEQUATE ELECTRICAL

POWER, AIR CONDITIONING OR HUMIDITY CONTROL; UNAUTHORIZED PERSONS MODIFYING,

REPAIRING OR SERVICING THE EQUIPMENT; THE FUNCTIONING OR NON-FUNCTIONING OF SOFTWARE

NOT PROVIDED BY SPRYSON AND “NO TROUBLE FOUND” CALLS.

FORCE MAJEURE

SPRYSON SHALL NOT BE CONSIDERED IN DEFAULT OF PERFORMANCE OF ITS OBLIGATIONS

HEREUNDER IF PERFORMANCE OF SUCH OBLIGATIONS IS PREVENTED OR DELAYED BY ACTS OF GOD OR GOVERNMENT, LABOR DISPUTES, FAILURE OR DELAY OF TRANSPORTATION, OR BY VENDORS OR SUBCONTRACTORS, OR ANY SIMILAR CAUSE OR CAUSES BEYOND REASONABLE CONTROL. TIME OF PERFORMANCE HEREUNDER SHALL BE EXTENDED BY THE TIME PERIOD REASONABLY NECESSARY TO

OVERCOME THE EFFECTS OF SUCH FORCE MAJEURE OCCURRENCES.

VEST SOFTWARE LICENSE

TITLE, OWNERSHIP RIGHTS AND INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SOFTWARE AND DOCUMENTATION SHALL AT ALL TIMES REMAIN WITH SPRYSON. ALL RIGHTS NOT SPECIFICALLY GRANTED BY THIS LICENSE, INCLUDING FEDERAL AND INTERNATIONAL COPYRIGHTS, ARE RESERVED

BY SPRYSON OR ITS RESPECTIVE OWNER. THE SOFTWARE, INCLUDING ITS STRUCTURE,

ORGANIZATION, CODE, USER INTERFACE AND ASSOCIATED DOCUMENTATION, IS A PROPRIETARY PRODUCT OF SPRYSON , AND IS PROTECTED BY INTERNATIONAL LAWS OF COPYRIGHT. THE LAW

PROVIDES FOR CIVIL AND CRIMINAL PENALTIES FOR ANYONE IN VIOLATION OF THE LAWS OF

COPYRIGHT.

USE OF VEST SOFTWARE

SPRYSON GRANTS THE PURCHASER OF ITS SOFTWARE PRODUCT A NON-EXCLUSIVE LICENSE ONLY TO INSTALL AND USE THE SOFTWARE ONLY ON THE COMPUTERS SUPPLIED BY SPRYSON. LICENSEE MAY MAKE ONE COPY OF THE SOFTWARE IN MACHINE-READABLE FORM SOLELY FOR BACKUP OR ARCHIVAL PURPOSES. LICENSEE MAY NOT COPY, TRANSFER, RENT, MODIFY, USE OR MERGE THE SOFTWARE, OR THE ASSOCIATED DOCUMENTATION, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PERMITTED IN THE LISTED TERMS. LICENSEE SHALL NOT, DIRECTLY OR INDIRECTLY, REVERSE ENGINEER OR AID OR ASSIST ANY THIRD PARTIES IN THE REVERSE ENGINEERING OF ALL OR ANY PART OF THE SOFTWARE.

FOR PURPOSES OF THIS LICENSE, “REVERSE ENGINEERING” SHALL MEAN: (I) THE DISASSEMBLY, DECOMPILATION, DECRYPTION, SIMULATION, DEBUGGING OR CODE TRACING OF MICROCODE; AND/OR (II) THE DISASSEMBLY, DECOMPILATION, DECRYPTION, SIMULATION, DEBUGGING OR CODE TRACING OF OBJECT CODE OR EXECUTABLE CODE. LICENSEE MAY NOT REMOVE ANY PROPRIETARY, COPYRIGHT, TRADE SECRET OR WARNING LEGEND FROM THE SOFTWARE OR ANY DOCUMENTATION. LICENSEE MAY NOT MODIFY, SELL, RENT, SUB-LICENSE, TRANSFER (EXCEPT TEMPORARILY IN THE EVENT OF A COMPUTER MALFUNCTION), RESELL FOR PROFIT, OR DISTRIBUTE THIS LICENSE OR THE SOFTWARE, OR CREATE DERIVATIVE WORKS BASED ON THE SOFTWARE, OR ANY PART THEREOF.

NOTWITHSTANDING THE FOREGOING, LICENSEE MAY TRANSFER THIS SOFTWARE TO A PURCHASER OF THE SPECIFIC INSTRUMENT IN OR FOR WHICH THIS SOFTWARE IS INSTALLED IN CONNECTION WITH ANY SALE OF SUCH INSTRUMENT; PROVIDED, HOWEVER, THAT LICENSEE NOTIFY SPRYSON OF SUCH

PROPOSED TRANSFER AND THE TRANSFEREE COMPLIES WITH AND AGREES TO BE BOUND BY THE

PROVISIONS OF THIS AGREEMENT, WHICH AGREEMENT IS PROVIDED TO SPRYSON AS PART OF THE

NOTIFICATION.

VEST SOFTWARE LICENSE TERMINATION

LICENSEE MAY TERMINATE THIS AGREEMENT BY DISCONTINUING USE OF THE SOFTWARE, REMOVING ALL COPIES FROM LICENSEE COMPUTERS AND STORAGE MEDIA, AND RETURNING THE SOFTWARE AND

DOCUMENTATION, AND ALL COPIES THEREOF, TO SPRYSON. SPRYSON MAY TERMINATE THIS

AGREEMENT, DISABLE THE SOFTWARE AND TAKE OTHER ACTIONS IF LICENSEE FAIL TO COMPLY WITH ALL OF THE TERMS OF THIS LICENSE, IN WHICH CASE LICENSEE AGREE TO DISCONTINUE USING THE SOFTWARE, REMOVE ALL COPIES FROM LICENSEE COMPUTERS AND STORAGE MEDIA, AND RETURN

THE SOFTWARE AND DOCUMENTATION, AND ALL COPIES THEREOF, TO SPRYSON. SPRYSON MAY

REQUIRE FROM TIME TO TIME THAT LICENSEE VERIFY LICENSEE COMPLIANCE WITH THE TERMS OF

THIS AGREEMENT AND MAY DISABLE THE SOFTWARE IF LICENSEE FAILS TO PROVIDE SUCH

VERIFICATION TO THE SATISFACTION OF SPRYSON.

ASSIGNMENT

SPRYSON MAY ASSIGN THIS OFFER FOR SALE, AND/OR ITS ACCEPTANCE OF AN ORDER RELATED TO ONE OR MORE OF THE PRODUCTS AND SERVICES CONTAINED IN THIS OFFER, IN CONNECTION WITH

THE TRANSFER OR SALE OF ITS BUSINESS ACTIVITIES.

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