1. Introduction and Acceptance. This Software License Agreement (the “Agreement”) is a legal agreement between you (either an individual or an entity) (“You”) and QASymphony LLC (“QAS”) regarding the use of the QAS software entitled qSnap provided with this Agreement (the “Software”). BEFORE YOU ACCEPT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN THE SOFTWARE LICENSE GRANTED UNDER THIS AGREEMENT IS EXPRESSLY CONDITIONED UPON ACCEPTANCE BY A PERSON WHO IS AUTHORIZED TO SIGN FOR AND BIND THE ENTITY. IF YOU ARE NOT AUTHORIZED TO SIGN FOR AND BIND THE ENTITY, THEN DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. BY ACCEPTING, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL THIS SOFTWARE.
2. Grant of License. Subject to the restrictions set forth below, QAS grants You a limited, nonexclusive, personal, nontransferable license to install and use one the provided version of the Software in object code format.
3. Ownership. The license granted hereunder does not constitute a transfer or sale of QAS’s or its licensors’ ownership rights in or to the Software. Except for the license rights granted above, QAS and its licensors retain all right, title and interest in and to the Software, including all intellectual property rights therein. The Software is protected by applicable intellectual property laws, including United States copyright laws and international treaties.
4. License Restrictions. YOU MAY NOT (AND MAY NOT ALLOW A THIRD PARTY TO) RENT, LEASE, SUBLICENSE, SELL, ASSIGN, LOAN, USE FOR TIMESHARING OR SERVICE BUREAU PURPOSES OR OTHERWISE TRANSFER THE SOFTWARE OR ANY OF YOUR RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT. You may not (and may not allow a third party to): (a) reverse engineer, decompile, disassemble or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (b) remove or destroy any copyright notices or other proprietary markings; (c) attempt to circumvent any use restrictions; (d) modify or adapt the Software, merge the Software into another program or create derivative works based on the Software; or (e) use, copy or distribute the Software without QAS’s written authorization, except that You may make one (1) copy of the Software for archival or backup purposes only.
5. Termination. THIS AGREEMENT SHALL BE EFFECTIVE UPON INSTALLATION OF THE SOFTWARE AND SHALL TERMINATE UPON THE EARLIER OF: (A) YOUR FAILURE TO COMPLY WITH ANY TERM OF THIS AGREEMENT; OR (B) RETURN, DESTRUCTION OR DELETION OF ALL COPIES OF THE SOFTWARE IN YOUR POSSESSION. QAS’s rights and your obligations shall survive any termination of this Agreement. Upon termination of this Agreement by QAS or any QAS licensor, You shall certify in writing to QAS or such QAS licensor that all copies of the Software have been destroyed or deleted from any of your computer libraries or storage devices.
6. DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. YOU ASSUME ALL RESPONSIBILITY FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION OF, USE OF AND RESULTS OBTAINED FROM THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QAS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND FITNESS FOR YOUR PURPOSE WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT. QAS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS IN THE SOFTWARE WILL BE CORRECTED. The exclusion of implied warranties or conditions may not be permitted by some jurisdictions and therefore the above exclusion may not apply to You. If these laws apply, then the duration of implied warranties and conditions are limited to the duration of the express warranty. This warranty gives You specific rights and You may also have other rights which may vary from state to state and country to country.
7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL QAS OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF QAS AND/OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL QAS’S AND ITS LICENSORS’ AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY YOU FOR THE SOFTWARE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY EXCLUSIVE REMEDY OR OF ITS ESSENTIAL PURPOSE. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations or exclusions may not apply to You.
8. Trademarks. Certain of the product and names used in this Agreement, the Software and the documentation may constitute trademarks of QAS or other third parties. You are not authorized to use any such trademarks for any purpose.
9. Export Restrictions. You may not export or re-export the Software without: (a) the prior written consent of QAS, (b) complying with applicable export control laws, including, but not limited to, restrictions and regulations of the Department of Commerce or other United States agency or authority, and (c) obtaining any necessary permits and licenses. In any event, You may not transfer or authorize the transfer of the Software to a prohibited territory or country or otherwise in violation of any applicable restrictions or regulations.
10. Government Users. The Software and documentation qualify as "commercial items," as that term is defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, Government end user will acquire, the Software and documentation with only those rights set forth in this Agreement. Use of either the Software or documentation or both constitutes agreement by the Government that the Software and documentation are "commercial computer software" and "commercial computer software documentation," and constitutes acceptance of the rights and restrictions herein.
11. General. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, WITHOUT REFERENCE TO ITS CONFLICT-OF-LAWS PRINCIPLES. THIS AGREEMENT WILL NOT BE GOVERNED BY THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS. ANY DISPUTE BETWEEN YOU AND QAS ARISING UNDER THIS AGREEMENT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE COUNTY OF STANTA CLARA, OR THE NORTHERN DISTRICT, OF THE STATE OF CALIFORNIA, USA. This Agreement is the entire agreement between You and QAS regarding the subject matter herein and supersedes any other communications with respect to the Software. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect. Failure to prosecute a party’s rights with respect to a default hereunder will not constitute a waiver of the right to enforce rights with respect to the same or any other breach.
12. Questions. Should You have any questions concerning this Agreement, or if You desire to contact QAS for any reason, please contact support at firstname.lastname@example.org.