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INQUISIT LAB END USER LICENSE AGREEMENT
Last updated: June 26, 2013
This copy of Inquisit (the "Software Product") and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to trade secrets and other forms of intellectual property. Millisecond Software, LLC or its subsidiaries and affiliates (collectively "Millisecond," :we" "our" or "us") own intellectual property rights in the Software Product. The Licensee's ("you" or "your") license to download, use, copy, or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement ("Agreement").
Title
Millisecond retains title to the Software Product and its related documentation, and all copyright and other rights to all portions of the Software Product and its related documentation, and all modifications and alterations thereto, and all copies thereof. Except as specified herein, you do not acquire any rights, express or implied, in the Software Product and its related documentation, and have no right to commercialize or transfer the Software Product or its related documentation, in whole or in part, or any modifications or alterations thereto.
Acceptance
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING THE "ACCEPT" OPTION AND DOWNLOADING THE SOFTWARE PRODUCT OR BY INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO DOWNLOAD OR INSTALL, USE, OR COPY THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT "DECLINE" AND YOU MUST NOT INSTALL, USE, OR COPY THE SOFTWARE PRODUCT.
You accept sole responsibility for (i) your system configuration, design and requirements, (ii) the selection of the Software Product to achieve your intended results, and (iii) modifications, changes or alterations to the Software Product. You acknowledge and agree that you have had an opportunity to review the documentation pertaining to the Software Product, that you understand the functionality of the Software Product and its ability to work with your systems and to support your business, and that you have made its own evaluation in deciding to license the Software Product.
License Grant
This Agreement entitles you to install and use one copy of the Software Product for your internal data processing operations on one (1) servers and/or workstations located at facilities owned or leased by Licensee and to make use of the related product documentation. In addition, you may make one archival copy of the Software Product. The archival copy must be on a storage medium other than a hard drive, and may only be used for the reinstallation of the Software Product in case of a computer failure or similar problem. This Agreement does not permit the installation or use of multiple copies of the Software Product, or the installation of the Software Product on more than one computer at any given time, on a system that allows shared used of applications, on a multi-user network, or on any configuration or system of computers that allows multiple users. Multiple copy use or installation is only allowed if you obtain an appropriate licensing agreement for each user and each copy of the Software Product and pay the applicable fees.
Restrictions on Transfer
Without first obtaining the express written consent of Millisecond, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.
Restrictions on Use
You may not use, copy, or install the Software Product on any system with more than one (1) computer, or permit the use, copying, or installation of the Software Product by more than one user or on more than one computer. If you hold multiple, validly licensed copies, you may not use, copy, or install the Software Product on any system with more than the number of computers permitted by license, or permit the use, copying, or installation by more users, or on more computers than the number permitted by license. You may not use, or authorize or permit the use of, the Software except as expressly permitted by the Agreement and the documentation related to the Software Product.
You may not decompile, "reverse-engineer", disassemble, or otherwise attempt to derive the source code for the Software Product or allow anyone else to do so. You may not delete, fail to reproduce or modify, any patent, copyright, trademark or other proprietary rights notices which appear on or in the Software Product or its related documentation.
Millisecond reserves the right to audit your use of the Software Product no more frequently than once annually at our expense. All audits shall be conducted during regular business hours at your facilities and shall not unreasonably interfere with your business activities. We shall schedule any such audits at least fifteen (15) days in advance.
Restrictions on Alteration
You may not modify the Software Product, use the Software to create new applications, modules, products or services, or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product.
Restrictions on Copying
You may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium. You may make one archival copy for back-up purposes only which must be stored on a medium other than a computer hard drive.
Nondisclosure
During the course of the parties’ relationship, you will or may have access our to Confidential Information. You agree not to disclose Millisecond's Confidential Information, orally or in writing, to any third party without our prior written consentand to protect our Confidential Information with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which you utilize for your own information that it does not wish disclosed to others. Recipient shall use our Confidential Information only to the extent necessary to exercise its rights or perform its obligations hereunder.
Confidential Information includes, without limitation, the Software Product, object and source code for the Software, and any associated documentation; information concerning our plans for products or functionality, or service offerings; business polices or practices; any agreements and the terms, conditions, and pricing contained in the agreement(s); our training materials, pricing and pricing strategies and methods of operation; and information presented to Licensee in focus groups, guide groups, or other advisory groups sponsored by Millisecond or its customers.
Limited Software Product Warranty
Provided that you are in compliance with the Agreement, have installed any updates provided by Millisecond, and have used the Software Product in accordance with all applicable product documentation provided by Millisecond, for a period of 180 days from the date of shipment or from the date that you download the Software Product, as applicable, Millisecond warrants that when properly installed and used under normal conditions, the Software Product, in the form delivered to you, will perform substantially as advertised. MILLISECOND DOES NOT WARRANT THAT THE SOFTWARE PRODUCT IS ERROR-FREE OR THAT THE SOFTWARE PRODUCT WILL RUN UNINTERRUPTED, OR THAT ALL SOFTWARE ERRORS CAN OR WILL BE CORRECTED.
Disclaimer of Warranties and Limitation of Liability
UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY MILLISECOND, MILLISECOND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT.
Millisecond makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. Millisecond makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. MILLISECOND WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.
UNDER NO CIRCUMSTANCES SHALL MILLISECOND, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING DAMAGES RESULTING FROM LOST DATA OR LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF MILLISECOND OR ANY OTHER PARTY, EVEN IF MILLISECOND IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. MILLISECOND’S LIABILITY FOR DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THE RELATIONSHIP OF THE PARTIES, THIS AGREEMENT, ITS NEGOTIATION OR TERMINATION, OR THE PROVISION OR NON-PROVISION OF THE SOFTWARE PRODUCT, ITS RELATED DOCUMENTATION, OR SERVICES (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU TO MILLISECOND UNDER THIS AGREEMENT, AND IF SUCH DAMAGES RESULT FROM AN IDENTIFIABLE COPY OF THE SOFTWARE PRODUCT PROVIDED BY MILLISECOND, SUCH LIABILITY SHALL BE LIMITED TO FEES PAID FOR THE SPECIFIC COPY OF THE SOFTWARE PRODUCT GIVING RISE TO THE LIABILITY FROM WHICH THE CLAIM AROSE. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION ENTITLED "LIMITATION OF LIABILITY". YOU ACKNOWLEDGES THAT WITHOUT ITS AGREEMENT TO THE LIMITATIONS CONTAINED HEREIN, THE FEES CHARGED FOR THE SOFTWARE PRODUCT WOULD BE HIGHER. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS MILLISECOND'S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.
Limitation of Remedies and Damages
Your exclusive remedy and Millisecond’s sole obligation and entire liability for a breach of this Agreement or of any warranty included in this Agreement shall be limited to the correction or replacement of the Software Product in a commercially reasonable time period after receiving notice from you of such nonconformance. Selection of whether to correct or replace shall be solely at the discretion of Millisecond. Millisecond reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If Millisecond is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product exclusive of any costs for shipping and handling.
Any claim must be made within the applicable warranty period. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by Millisecond to have been caused by you. All limited warranties on the Software Product are granted only to you and are non-transferable. You agree to indemnify and hold Millisecond harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions.
Governing Law and Jurisdiction
This Agreement is made in and shall be governed by the laws of the State of Washington, U.S.A., without regard to Washington's conflict or choice of law provisions and without regard to the provisions of any state Uniform Computer Information Transactions Act or similar federal or state laws or regulations. The parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods. Exclusive jurisdiction and venue of any actions arising out of, or relating to or in any way connected with the Agreement, its negotiation or termination, or Software, Documentation or Services provided or to be provided by Millisecond, will be in King County, Washington if in state court, and in the Western District of Washington if in federal court. In any litigation in which the parties are adverse, the parties agree to waive their respective rights to a trial by jury.
Severability; Complete Agreement
If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.
The Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and may not be modified by custom and usage. The Agreement replaces and supersedes any prior verbal or written understandings, communications, and representations between the parties.
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