End User License Agreement

SUBX, INC.
QUANTRIX MODELER PRODUCT END-USER LICENSE AGREEMENT

IMPORTANT -- READ CAREFULLY

THIS END-USER-LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL CONTRACT BETWEEN YOU (“YOU”) AND SUBX INC. D/B/A QUANTRIX (“QUANTRIX”) FOR THE QUANTRIX MODELER PRODUCT WHICH INCLUDES COMPUTER SOFTWARE AND, AS APPLICABLE, OPTIONAL QUANTRIX SOFTWARE PLUG-INS, ASSOCIATED MEDIA, PRINTED MATERIALS, AND ONLINE OR ELECTRONIC DOCUMENTATION (“PRODUCT”).

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT TO QUANTRIX THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE REFERENCES TO “YOU” AND “YOUR” IN THIS AGREEMENT SHALL MEAN SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT INSTALL OR USE THE PRODUCT.

BY CLICKING THE "I ACCEPT" ICON BELOW, OR BY INSTALLING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING USAGE RESTRICTIONS, THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, FREE SOFTWARE LICENSE AGREEMENTS AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE PRODUCT, AND EXIT NOW.

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF THE PRODUCT.

 

IF YOU REGISTER FOR A FREE TRIAL OF THE PRODUCT, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

1. TITLE TO THE PRODUCT

1.1 Title. The Product is licensed, not sold, to You and is protected by the copyright, patent, and trade secret laws of the United States and international treaties, and is subject to export control laws and regulations of the United States. Subject to exclusions contained in section 1.2 below, all right, title and interest in the Product (including copyright) is owned by QUANTRIX, and includes all rights in the original structures and design incorporated by the Product to perform its essential functions. You acknowledge that You receive no such right, title or interest under this Agreement except for the specifically described limited right of use, which may be revoked under the terms and conditions of this Agreement.

1.2 Acknowledgement of Third-Party Rights and Free Software Licenses. The Product utilizes third-party technology and software ("Third Party Software") under separate licenses and open source libraries offered under the terms of various open source licenses. A full list of all Third Party Software Licenses utilized by the Product can be found at www.quantrix.com/en/about-quantrix/legal/open-source-recognition/

All free software libraries above are subject to specific warranty disclaimers found in section 7.3.

2. GENERAL LICENSE GRANT

2.1 Grant of License. Subject to the provisions of this section and the terms and conditions of this Agreement generally, QUANTRIX hereby grants to You for a period of one-year, or longer if purchased by You (“License Term”), a non-exclusive, non-sublicensable, non-transferable right to install and use (“Run”) one copy of the Product on one (1) computer workstation only, that is owned, leased, or otherwise controlled by you. If a particular licensed computer workstation is temporarily inoperable, You may transfer that purchased copy of the Product to another computer workstation, but only until the inoperable computer workstation becomes functional or is permanently replaced.

2.2 Multiple Licenses. You may purchase from QUANTRIX a license to Run multiple copies of the Product. If a multiple copy license of the Product has been purchased by You, and granted by QUANTRIX, You may Run additional copies of the Product as permitted in section 2.1 above, up to the number of copies that You have purchased ("Licensed Copies").  You may also store or install a copy of the Product on a storage device, such as a network server, used only to Run the Product on other computer workstations over an internal network; however, You must purchase and dedicate each individually licensed copy of the Product for each separate computer workstation on which the Product is Run from the storage device, and must ensure that the number of Computer Workstations on which the Product can be Run does not exceed the number of Licensed Copies of the Product purchased by You.  A licensed copy of the Product may not be shared or used concurrently on different Computer Workstations.

2.3 Additional Purchases. You may purchase additional copies of the product during the License Term. Each additional copy of the Product added during a License Term will terminate on the same date as pre-existing copies of the Product for the License Term.

2.4 Free Trial. If You have registered on QUANTRIX’s website for a trial of the Product, QUANTRIX will make the Product available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the Product, or (b) the date that You purchase a copy of the Product. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. DURING THE FREE TRIAL THE PRODUCT IS PROVIDED “AS-IS” WITHOUT ANY WARANTY. During the free trial period, You may Run the Product internally for demonstration and evaluation purposes, but you strictly cannot Run the product for production or commercial purposes. If you do not purchase the Product prior to the expiration of the free trial period then this Agreement will expire automatically and You shall immediately destroy all copies of the Product.

2.5 You acknowledge that the Product is not designed and produced to Your individual requirements and that You are solely responsible for purchasing the Product. QUANTRIX makes no representations whatsoever as to the fitness for purpose of the Product and any decision as to the fitness for purpose of the Product for Your requirements are made at Your sole discretion.

3. AUDIT AND VERIFICATION

At any time during the License Term, QUANTRIX may (but are not required to) monitor or, upon reasonable notice, audit Your use of the Product (which may include an audit at your premises during normal business hours) as reasonably necessary to confirm your compliance with this Agreement. QUANTRIX may use a third-party organization to assist in conducting such an audit. By accepting this Agreement You agree to cooperate with QUANTRIX and/or such third-party organization, in connection with an audit and will promptly make available all information and materials reasonably required to conduct such an audit. In the event that an audit reveals that You are not in full compliance with the terms and conditions of this Agreement, you shall reimburse QUANTRIX for all reasonable expenses related to the audit in addition to any other liabilities you may incur as a result of such non-compliance. In addition, you agree to track and keep records of the individual end users using the Product and promptly notify QUANTRIX if you learn of any unlicensed use. At our written request, you will provide QUANTRIX with a certification signed by you (or, if you are an organization, by an officer of the organization) verifying that the Product is being used in compliance with this Agreement.

4. MISAPPROPRIATION

You specifically agree that (a) You will not license, sublicense, sell, resell, distribute, rent or lease, transfer, assign, time share or otherwise commercially exploit the Product; (b) You will not modify, translate, reverse engineer, decompile or disassemble the Product or create derivative works based on the Product; (c) You will not permit direct or indirect access to or use of the Product in a way that circumvents a contractual usage obligations of this Agreement; (d) You will not use the Product to store or send infringing, libelous, obscene, threatening or otherwise unlawful or tortious material, including materials that are harmful to children or violates third party privacy rights; (e) You will not use the Product to store or send Malicious Code; (f) You will not copy the Product or any part, feature, function or user interface thereof; or (g) You will not access the Product in order to build a competitive product or service.

5. TERMINATION

This Agreement will terminate automatically at the end of the License Term, unless it is renewed or extended in writing by Quantrix. If this Agreement is terminated You must destroy all copies of the Product and all of its component parts. Without prejudice to any other rights, QUANTRIX may terminate this Agreement if You fail to comply with the terms and conditions of this Agreement. In such event, You must destroy all copies of the Product and all of its component parts, and QUANTRIX may suspend or deactivate Your access to the QUANTRIX support website and services with or without notice.

6. SUPPORT SERVICES, BUG FIXES

After receipt of your license key, You will be entitled to download and install corrections, patches or bypasses for errors ("bug fixes"), and interim releases, as released by QUANTRIX to the extent and on the same schedule as made generally available to other similarly registered users of the Product. All such bug fixes shall be considered a part of the Product and subject to the terms and conditions of this Agreement and shall be available for the current version only or for those users who have upgraded to the most current version. For the purposes of this Section 6, an "interim release" is any work that includes or combines all the pre-existing licensed version of the Product with any revision, modification, expansion, or enhancement thereto that does not fundamentally recast, transform or adapt the pre-existing version so as to constitute an entirely new release. QUANTRIX specifically reserves the right to designate what constitutes a new release.

7. LIMITED WARRANTY, EXCLUSIONS

7.1 Limited Program Warranty. Except as excluded pursuant to section 7.2 herein, QUANTRIX warrants that the Product will function substantially as described in the Product documentation. All software contains errors, however, and You acknowledge that use of any software entails the likelihood of some human and machine errors, omissions, delays, interruptions, and losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage. Accordingly, QUANTRIX makes no warranty that the Product is error-free.

7.2 Product Disclaimer. QUANTRIX MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCT OR SUPPORT SERVICES AND QUANTRIX SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATION CONTENT OR SYSTEM INTEGRATION. YOUR SOLE REMEDY WITH RESPECT TO ANY WARRANTY OR DEFECT IS AS STATED ABOVE.

7.3 Free Software Disclaimer. THE FREE SOFTWARE IS OFFERED ACCORDING THE WARRANTIES CONTAINED IN THEIR RESPECTIVE LICENSES, WHICH STATE THAT THE FREE SOFTWARE IS OFFERED "AS IS", WITHOUT WARRANTIES OF ANY KIND. FOR COMPLETE TERMS SEE THE RESPECTIVE LICENSES THERETO.

8. LIMITED LIABILITY.

GOOD DATA PROCESSING PROCEDURE DICTATES THAT ANY SOFTWARE BE THOROUGHLY TESTED WITH NON-CRITICAL DATA BEFORE RELYING ON IT. UNLESS CAUSED BY WILLFUL MISCONDUCT, QUANTRIX SHALL NOT BE LIABLE ON ACCOUNT OF ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES. YOU AGREE THAT IN NO EVENT WILL QUANTRIX BE LIABLE FOR THE RESULTS OF YOUR USE OF THE PRODUCT, YOUR INABILITY OR FAILURE TO CONDUCT YOUR BUSINESS, DATA LOSS, OR FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. YOU FURTHER AGREE THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF QUANTRIX FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND SERVICES PERFORMED HEREUNDER, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PRODUCT, EVEN IF QUANTRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS, OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

9. GENERAL PROVISIONS.

9.1 Choice of Law. This Agreement shall be governed by the laws of the State of Maine, USA, without reference to its conflict of laws’ provisions. In the event of a legal dispute, You hereby irrevocably accept the personal jurisdiction of the state or federal courts of the State of Maine.

9.2 U.S. Government Rights. If you are a United States Government end-user or are acquiring the Product and documentation on behalf of the United States Government, the following provisions apply: The United States Government acknowledges QUANTRIX's representation that the software and documentation were developed at private expense and no part of them is in the public domain. The software and documentation are "commercial items," as that term is defined at 48 C.F.R. – 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. – 12.212 or 48 C.F.R. – 227.7202, as applicable. Consistent with 48 C.F.R. – 12.212 or 48 C.F.R. –– 227.7202-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. Government end-users (a) only as commercial items and (b) with only those rights as are granted to all other end-users pursuant to the terms and conditions set for the QUANTRIX standard commercial agreement for this software. Unpublished rights reserved under the copyright laws of the United States.

9.3 Submissions. Should you decide to transmit to QUANTRIX's website by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, you agree such submissions are unrestricted and shall be deemed non-confidential and you automatically grant QUANTRIX and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

9.4 Export Compliance. You hereby (a) assure QUANTRIX that You shall adhere to the U.S. Export Administration laws and regulations and shall not export, re-export, or release any software, source code, technical data, or software received from QUANTRIX or the direct product of such software, source code, or technical data to any proscribed country listed in the U.S. Export Administration regulations unless properly authorized by the U.S. Government, and (b) agree that this assurance will be honored even after expiration of this Agreement. You acknowledge that You are familiar with U.S. Government export policy and regulations and undertake to be and remain in full compliance with such policy and regulations.

9.5 Severability. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

9.6 Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by the party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

9.7 Assignment. This Agreement and the rights granted under it may not be assigned or transferred by You without QUANTRIX's written consent. Any attempt to do so in violation of this section 9.7 is void.

9.8 Section Headings. Section headings contained herein are for information purposes only and are of no independent legal force or effect.