END-USER LICENSE AGREEMENT FOR iOiQ, LLC. SOFTWARE
IMPORTANT - READ CAREFULLY:
This iOiQ, LLC. End-User License Agreement ("EULA") is a legal
agreement between you (the Licensee, either an individual or a single entity)
and iOiQ, LLC. for the iOiQ, LLC. software product identified above.
For all purposes, iOiQ, LLC. is the owner of the Software, and any
copies thereof, and of all copyright, trade secret, patent, and other
intellectual or industrial property rights therein. Physical copies of the
Software (in diskette, tape or other form provided by iOiQ, LLC.)
shall remain the property of iOiQ, LLC., and such copies shall be
deemed to be on loan to Licensee during the term of the license granted
pursuant to this Agreement. The existence of any such copyright notice on the
Software shall not be construed as an admission, or be deemed to create a
presumption, that publication of such materials has occurred.
The software is being licensed "as is" and without warranty of any kind,
whether express or implied, written or oral. IOIQ, LLC. DOES NOT MAKE
ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND OF THE SOFTWARE OR IT'S USE OR
THE RESULTS OF ITS USE. IOIQ, LLC. DOES NOT WARRANT THE
MERCHANTABILITY OF THE SOFTWARE OR ITS FITNESS FOR A PARTICULAR PURPOSE OR ITS
CORRECTNESS, ACCURACY, RELIABILITY OR CURRENTNESS. Licensee assumes
responsibility for the selection of the Software to achieve its desired
results, for the installation and use of the Software, and for the results
obtained from the Software.
TERM
The license will commence upon delivery of the Software and will continue so
long as Licensee is in full compliance with all of the terms and conditions of
this Agreement. In the event of a breach by Licensee of this Agreement,
iOiQ, LLC. will be entitled to terminate the license and Licensee shall be
required to return the Software and all copies to iOiQ, LLC. and to delete the
Software from any hard disk. The license will automatically terminate if
Licensee transfers the Software or a copy, in whole or in part, to another
party. Because unauthorized use or transfer of the Software may diminish
substantially the value of such materials and irrevocably harm Licensor, if
Licensee breaches or threatens to breach the provisions of this Agreement,
Licensor shall be entitled to injunctive and/or other equitable relief, in
addition to other remedies afforded by law, in order to prevent a breach.
LIMITATION OF REMEDIES
In the event that the Software does not perform as specified in the
documentation and is returned to iOiQ, LLC. at the above address within 90 days
after delivery, iOiQ, LLC. at its election will either replace or repair the
Software or refund the purchase price. THIS SHALL BE IOIQ, LLC’S SOLE OBLIGATION
AND LICENSEE’S EXCLUSIVE REMEDY IN CONNECTION WITH THE SOFTWARE. NEITHER
IOIQ, LLC., ITS DEVELOPERS, OFFICERS, DIRECTORS, EMPLOYEES OR AFFILIATES NOR
ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR PERFORMANCE OF
THE SOFTWARE SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA,
PROFITS OR USE OF EQUIPMENT, OR FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, THE RESULTS OF USE OR
PERFORMANCE, OR ANY FAILURE OR DEFECTS OF THE SOFTWARE, OR FOR ANY CLAIM BY ANY
THIRD PARTY, EVEN IF SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR CLAIM. LICENSOR’S
LIABILITY FOR DAMAGES TO LICENSEE FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE
FORM OF ANY CLAIM OR ACTION, SHALL NOT EXCEED THE TOTAL LICENSE FEE PAID BY
LICENSEE FOR THE LICENSE TO USE THE SOFTWARE UNDER THIS AGREEMENT.
INDEMNIFICATION
Licensee agrees to indemnify and hold iOiQ, LLC., and any of its subsidiaries,
assigns, affiliates, employees, directors, stockholders or related parties,
harmless against any and all claims, liabilities, demands, damages, expenses,
costs or losses (including attorney’s fees and costs as incurred) brought by
Licensee, any related entity, or any third party, arising out of, based on, or
resulting from any program outputs, results or other information generated from
or in connection with the use of the Software.
UPDATES OF THE SOFTWARE
iOiQ, LLC. shall have no obligation to update the Software. However, in the event
it does make updates, and provided that Licensee is in full compliance with all
of the terms and conditions of this Agreement and has returned to iOiQ, LLC. the
signed Registration Form contained in the Software documentation, iOiQ, LLC. will
notify Licensee of such updates and will give Licensee an opportunity to
purchase them at the price established by iOiQ, LLC.
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