SOFTWARE EULA (End-User License Agreement)
The QuoteSoft SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The QuoteSoft software license does not have an expiration date, but is subject to termination if the licensee breaches the terms of this license. Quote Software, QuoteSoft, QuoteSoft FABshop, iQduct , iQpipe and the Quote logo are trademarks of Quote Software Inc.
A) RESTRICTIONS ON USE: This Software is protected by copyright laws that pertain to computer software. It is illegal to make copies of the software except for backups. It is illegal to give copies to another person, or to duplicate the software by any other means, including electronic transmission. Use by competitors of Quote Software, Inc. is strictly prohibited. The Software contains trade secrets, and in order to protect them you may not decompile, reverse engineer, disassemble, or otherwise reduce this Software to human perceivable form. You may not adapt, translate, rent, lease, or create derivative works for resale based upon the software or any part thereof.
B) LIMITED WARRANTY: Quote Software expressly disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchant-ability, fitness for a particular purpose, or non infringement. The entire risk arising out of use or performance of the SOFTWARE PRODUCT remains with you. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. In no event shall Quote Software or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this Quote Software product, even if Quote Software has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. In no event shall Quote Software Inc. be liable for any special, consequential, or other damages for breach of warranty. This EULA is governed by the laws of the State of Oregon, USA.
ALL HARDWARE AND SOFTWARE SALES ARE FINAL.
The END USER shall be solely responsible for any and all tax obligations, which may result out of this Agreement. Quote Software Inc. shall have no obligation to pay any amounts for taxes, of any type, incurred by the use or sale to the END USER.
The QuoteSoft Software may cause Customer’s Computer to AUTOMATICALLY CONNECT TO THE INTERNET. The Software may also require activation or registration.
This “Agreement” as used herein means, with respect to this QuoteSoft User Agreement, this QuoteSoft User Agreement and, with respect to a QuoteSoft Product Agreement, such Quote Software Product Agreement. “You” means the natural person or entity that has agreed to be bound by this Agreement, regardless of whether You are the Owner (as defined below) that acquired the applicable QuoteSoft Product or a User (as defined below) of the applicable QuoteSoft Product (including without limitation if You are a guest User with only limited access to the features and functionality of the applicable QuoteSoft Product). If a particular term of this Agreement applies only to Owners or to certain sub-sets of Users, this Agreement will so specify.
BY CLICKING ON THE “ACCEPT” BUTTON OR SIMILAR BUTTONS OR LINKS AS MAY BE DESIGNATED BY QuoteSoft, BY REGISTERING FOR A QuoteSoft ACCOUNT , OBTAINING A QuoteSoft ID OR BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE USING ANY QUOTE SOFTWARE INC PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT REGISTER FOR A QuoteSoft ACCOUNT, OBTAIN A QuoteSoft ID OR DOWNLOAD, INSTALL, ACCESS OR USE ANY QuoteSoft PRODUCT. IF YOU ARE THE OWNER OF THE QuoteSoft PRODUCT, YOU ARE LIABLE FOR COMPLIANCE WITH THE APPLICABLE QuoteSoft PRODUCT AGREEMENT BY USERS OF THE QuoteSoft PRODUCT.
Quote Software Inc. reserves the right to modify, add to, change, or remove any part of this Agreement at any time, with notice to You. QuoteSoft will notify You by posting notice of the changes on QuoteSoft’s website, and/or by notifying You by email at the email address provided by You during the registration process and You consent to QuoteSoft sending such notifications of modifications of this Agreement by posting notice on QuoteSoft’s website or delivery to your email address. In case of any material change to this Agreement, QuoteSoft will place a link on the login page for your QuoteSoft account entitled “Terms of Service Updated XX/XXXX” for no less than thirty (30) days. Except as outlined above, all changes to this Agreement will be effective when posted (or after a notice is sent to your email address), and your continued use of the QuoteSoft Products after the sending of such notice will constitute your acceptance of, and your agreement to be bound by, those changes. If You do not agree to (or cannot comply with) this Agreement as amended, your sole remedy is to stop using the QuoteSoft Products (or the applicable QuoteSoft Products in the case of an amendment to a QuoteSoft Product Agreement). Notwithstanding the foregoing, QuoteSoft may not modify, add to, change, or remove any part of this Agreement with respect to any products provided or services performed prior to the date of such modification, additional, change or removal (including without limitation the terms of any Perpetual License purchased prior to the date of such modification, addition, change or removal).
a. “Affiliate” means, with respect to a party, a legal entity that directly or indirectly controls, is controlled by, or is under common control with, such party, where “control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interest then outstanding of the relevant entity (but only as long as such person or entity meets these requirements).
b. “Content” means any data, information, material or other content, including, maps, contacts, files, to which You have access as part of, or through your use of the QuoteSoft Products.
c. “Documentation” means, for a QuoteSoft Product, that documentation that is generally provided to You by QuoteSoft for the QuoteSoft Product, as revised by QuoteSoft from time to time, and which may include end user manuals, operation instructions, installation guides, release notes, and on-line help files regarding the use of the QuoteSoft Products.
d. “Free Product” means any QuoteSoft Product made available by QuoteSoft at no charge, including without limitation any trial or NFR (not for resale) license or subscription or “reader” or “guest” account.
e. “Hosted Service” means a service offering pursuant to which QuoteSoft offers subscriptions, provided pursuant to and subject to the applicable QuoteSoft Product Terms, to access and use QuoteSoft software hosted by QuoteSoft or on its behalf.
f. “License” means a Subscription License or a Perpetual License.
g. “QuoteSoft Content Standards” means the QuoteSoft content standards available at http://Quotesoft.com/
j. “QuoteSoft Products” means Licenses, subscriptions to Hosted Services, support services for Licenses and Hosted Services and other products and services made available by QuoteSoft.
k. “QuoteSoft Product Terms” means, with respect to a QuoteSoft Product, the specific QuoteSoft terms and policies posted by QuoteSoft with respect to such QuoteSoft Product or presented to You in connection with your acquisition, download, installation, access and/or use of such QuoteSoft Product.
l. “QuoteSoft Technology” means all of QuoteSoft’s Content and QuoteSoft’s proprietary technology including, but not limited to, any software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, underlying structure, and other tangible or intangible technical material or information used by QuoteSoft in providing any Hosted Service, licensed to You pursuant to a License or otherwise made available to You pursuant to this Agreement.
m. “Ordering Document” means a document that states what QuoteSoft Products are being purchased, the fees and other payment terms, and any additional terms and conditions regarding the QuoteSoft Products which may supplement or modify the terms set forth in this QuoteSoft User Agreement and the applicable QuoteSoft Product Terms including, but not limited to, quotes, purchase orders, or e-commerce store receipts/confirmations.
n. “Owner” means, with respect to a QuoteSoft Product, the natural person or entity that purchased the QuoteSoft Product (or, in the case of a Free Product, the natural person or entity who obtained the QuoteSoft Product).
o. “Perpetual License” means a perpetual license to QuoteSoft software, granted pursuant to and subject to the applicable QuoteSoft Product Terms, to install and use the object code for such software on qualified computer hardware.
p. “Registration Data” means the information You provide when You register for an account with QuoteSoft.
q. “Subscription License” means a license to QuoteSoft software, granted pursuant to and subject to the applicable QuoteSoft Product Terms, to install and use the object code for such software on qualified computer hardware for a specified subscription term.
r. “Third Party Materials” means content, data, information, applications or materials provided by third parties.
s. “Third Party Services” means third party websites, services or applications.
t. “User” means, with respect to a QuoteSoft Product, any employee, third party contractor or other natural person or entity authorized by the Owner or on their behalf (including by another authorized User) to use the QuoteSoft Product, as permitted under the terms of the applicable QuoteSoft Product Agreement and the functionality of the applicable QuoteSoft Product. For example, the QuoteSoft web app permits authorized Users to invite others to access certain functionality as a guest through the “share” feature of the QuoteSoft web app, and all such guests constitute Users of the subscription to the QuoteSoft web app to which they are invited to access.
u. “User Content” means Content that You create or store within a QuoteSoft Product.
2. REGISTRATION; QuoteSoft USER CREDENTIALS.
a. Registration. In order to obtain use any QuoteSoft Products, You will be required to register with QuoteSoft by creating an account with QuoteSoft and establishing a unique username and password for such account (your unique username is also referred to as your QuoteSoft ID). You must be human. Bots and other automated methods are not permitted for registration purposes. You must provide your legal full name, a valid email address, and any other Registration Data requested.
c. Your Representations and Warranties. You represent and warrant that You are at least eighteen (18) years old, or the applicable age of majority in the jurisdiction in which You reside. Additionally, You agree to provide and maintain true, accurate, current, and complete Registration Data when You register for an account with QuoteSoft and to update this information to keep it accurate and complete. If You provide any information that is inaccurate or incomplete, or QuoteSoft has reasonable grounds to suspect that such information is inaccurate or incomplete, QuoteSoft reserves the right to suspend or terminate your use of the QuoteSoft Products.
d. Your Username and Password. You are solely responsible for maintaining the confidentiality of your username and password and are responsible for all activities that occur under your username. You agree that your username and password may be used only by You. You may not share your username and password with anyone else or set up a shared account (e.g., firstname.lastname@example.org). You agree to immediately notify QuoteSoft of any unauthorized use of your username or password or any other breach of security. You also agree to ensure that You exit from any session where You have logged in to your account or a QuoteSoft Product under your username and password at the end of each such session. QuoteSoft will not be liable for any loss or damage that arises as a result of your failure to comply with this Section.
3. ORDERS; PAYMENT TERMS.
a. Orders. All orders for QuoteSoft Products are subject to this Agreement and shall be documented in an Ordering Document. Any varying or additional terms contained in any purchase order or other written notification or document issued by You in relation to the QuoteSoft Products shall be of no effect, regardless of whether or not such purchase order or other document constitutes the Ordering Document for such QuoteSoft Products. Ordering Documents do not have to be signed to be valid and enforceable. Your order for a QuoteSoft Products will be deemed accepted upon the earlier of delivery and acceptance of the QuoteSoft Products as provided in Section 3.c below or issuance by QuoteSoft of an invoice for the applicable fees for such QuoteSoft Products.
b. Purchases through Resellers. The terms of this Agreement related to delivery, pricing, payment or taxes shall not apply to any of your purchases of QuoteSoft Products through QuoteSoft authorized resellers, and You shall establish such terms independently with the authorized reseller.
c. Delivery; Commencement of License/Subscription. Except as otherwise provided in the applicable QuoteSoft Product Agreement, QuoteSoft Products will be deemed delivered and accepted, and your License or Hosted Service subscription will commence, upon your activation or first access of the QuoteSoft Product using the access/activation code provided to You by QuoteSoft for the applicable QuoteSoft Product or, if no access/activation code is provided for a QuoteSoft Product, upon delivery of the QuoteSoft Product or access thereto to You.
d. Fees and Billing. The fees and billing schedule for the QuoteSoft Products acquired by You shall be as set forth in the applicable QuoteSoft Product Agreement. Only the QuoteSoft Product Owner is responsible for paying the fees for a QuoteSoft Product. QuoteSoft Product Users are not responsible for any fees related to the QuoteSoft Product.
e. Payment. Unless otherwise provided in the QuoteSoft Product Agreement, invoiced charges are due net thirty (30) calendar days from the invoice date. Unpaid invoices that are not the subject of a written good faith dispute are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is greater plus all reasonable expenses of collection. You are responsible for providing complete and accurate billing and contact information to QuoteSoft and notifying Quote Software Inc. of any changes to such information. Your credit card or other form of payment will be charged or otherwise debited in accordance with payment terms set forth in the QuoteSoft Product Agreement. Quote Software Inc. will store your payment information (e.g., credit card number) so that it can charge You for QuoteSoft Products in accordance with your payment choice. Quote Software Inc. encrypts such credit card information using secure socket layer technology (SSL). No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, Quote Software Inc. cannot guarantee its absolute security. You acknowledge and agree that Quote Software Inc. provision of the Service may require Quote Software Inc. to process or store your personal data, including credit card information, and to transmit such data internally within Quote Software Inc. or to Quote Software Inc. affiliates. Such processing, storage, and transaction shall only be to the extent necessary for, and for the sole purpose of, enabling QuoteSoft to perform its obligations and may take place in any of the countries in which QuoteSoft and its Affiliates conducts business, which may include countries outside of the European Economic Area.
f. No Refunds or Credits. All orders for QuoteSoft Products are non-cancellable and all fees are non-refundable. No credits will be given for any fees paid for unused QuoteSoft Products or portions thereof, including without limitation any remaining term for any Subscription License or Hosted Services at the time of termination of the applicable QuoteSoft Product Agreement.
g. Taxes. Quote Software Inc. fees are exclusive of any taxes, levies, or duties. You are wholly responsible for any taxes that may arise out of this Agreement or your purchase or use of the QuoteSoft Products. If You are required to pay or withhold any tax in respect of any fees due to QuoteSoft hereunder, You shall gross up payments actually made such that QuoteSoft will receive amounts due hereunder in full free of any deduction for such tax. You hereby confirm that QuoteSoft can rely on the “ship to” name and address set forth in the applicable Ordering Document as being the place of supply for sales and income tax purposes. Where QuoteSoft is making a supply of services under Article 44 of VAT Directive 2006/112/EC, You confirm that Quote Software can rely on the “bill to” name and address in the applicable Ordering Document as being the place of supply for VAT purposes.
h. Reporting. You will keep records as to your use of any QuoteSoft Product throughout your use of such QuoteSoft Product. If the QuoteSoft Product includes a reporting tool within the licensed QuoteSoft Product, You will use such reporting tool. You will maintain such records for at least two (2) years after You discontinue use of such QuoteSoft Product. During such period, You will provide in a timely manner and upon request of QuoteSoft a report verifying your compliance with the terms and conditions of the QuoteSoft Product Agreement (including without limitation compliance any restrictions on the number of installed instances or authorized users for the QuoteSoft Product). QuoteSoft may request such a report at most once a calendar year.
i. Audit Right. Quote Software Inc. may audit, at its own expenses, your compliance with regards to the use rights of the QuoteSoft Products. The auditors will be appointed by QuoteSoft. Such an audit may only be performed once a calendar year during normal business hours in your place of business and may not unreasonably affect your operations. If the audit proves your noncompliance with the use right set forth herein, QuoteSoft will invoice You and You shall promptly pay for any noncompliant use at the rate of the then-current QuoteSoft end user price list. If the number of non-compliant licenses or subscriptions exceeds five percent (5%) of the total amount of licenses or subscriptions reported by You, the reasonable costs for the audit shall be borne by You.
4. REPRESENTATIONS, LIMITATIONS AND RESTRICTIONS
a. Compliance. You represent and warrant that your use of the QuoteSoft Products and your User Content will comply with all applicable laws and QuoteSoft Policies.
b. Restrictions. You agree to keep the QuoteSoft Technology that is not publicly known confidential to yourself and not to disclose such information to others without Quote Software’sprior written approval. You shall not: (i) translate, modify or create derivative works based upon any QuoteSoft Product or QuoteSoft Technology; (ii) reverse engineer, decompile or disassemble, or otherwise attempt to derive source code, object code, or underlying structure, ideas, or algorithms of the QuoteSoft Products or QuoteSoft Technology, in whole or in part except and only to the extent that the foregoing prohibition is void under applicable law; (iii) copy any QuoteSoft Product or QuoteSoft Technology, except as expressly permitted in the applicable QuoteSoft Product Agreement; (iv) create, develop, license, install, use or deploy any software or services to circumvent, enable, modify or provide access, permissions or rights which violate the use restrictions as described in the applicable QuoteSoft Product Agreement or technical limitations of the QuoteSoft Products; (v) permit any use or access to the QuoteSoft Projects by anyone other than the QuoteSoft Product Owner and QuoteSoft Product Users or (vi) sell, license, sublicense, distribute, rent, lease or lend access to or use of the QuoteSoft Products, or otherwise transfer in whole or in party access to or use of the QuoteSoft Products to another party . You may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the QuoteSoft Products or their documentation. The QuoteSoft Product Terms for a QuoteSoft Product may set forth additional restrictions for such QuoteSoft Product.
c. User Content. You shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to your User Content. Your User Content must conform to the QuoteSoft Content Standards, which are hereby incorporated by reference. You agree that any loss or damage of any kind that occurs as a result of the use of any User Content that You upload, post, share, transmit, display or otherwise make available through your use of the any QuoteSoft Product is solely your responsibility. If You are the Owner of a QuoteSoft Product, You are responsible for all Content uploaded, posted, shared, displayed or otherwise made available using such QuoteSoft Product (even when Content is made available by other Users or others who have access to the QuoteSoft Product).
d. Interoperability with other QuoteSoft applications. The QuoteSoft Product that You acquired or are using may interoperate with other QuoteSoft Products. Your use of any such other QuoteSoft Products is subject to the QuoteSoft Product Terms applicable to such other QuoteSoft Products. In addition, interoperability may require that You use the most current version of the QuoteSoft Product and any other QuoteSoft Products with which it interoperates.
e. Share Functionality. You acknowledge that sharing User Content with functionality of QuoteSoft Products that permits You to share User Content or a link to User Content with others and/or to post such User Content to third party platforms, is not intended as a secure means of content transfer. Using this functionality may make the shared User Content public in nature by granting access to the User Content hosted on QuoteSoft’s servers to others, who, in turn, may grant access to the User Content to other third parties. By using any such functionality You assume the risk that the content so shared may be discovered by third parties who You did not intend to view the User Content. This functionality is not designed for use with materials that are highly confidential in nature.
5. SUPPORT. Support available for the QuoteSoft Products will be as described in the applicable QuoteSoft Product Document.
6. TERM AND TERMINATION.
a. QuoteSoft User Agreement. This QuoteSoft User Agreement is effective until terminated by You or QuoteSoft. Either party may terminate this QuoteSoft User Agreement upon thirty (30) days written notice to the other party. Termination of this QuoteSoft User Agreement will not, by itself, result in the termination of any QuoteSoft Product Agreement previously entered into under this QuoteSoft User Agreement, and the terms of this QuoteSoft User Agreement as incorporated by reference in to such QuoteSoft Product Agreement will continue in effect unless and until such QuoteSoft Product Agreement itself is terminated or expires.
b. QuoteSoft Product Agreements. The term of any QuoteSoft Product Agreement shall be as set forth in the QuoteSoft Project Agreement. Either party may terminate a QuoteSoft Product Agreement immediately upon written notice to the other party in the event of a material breach of the terms of the QuoteSoft Product Agreement by the other party that (A) is incapable of cure or (B) if capable of cure, has not been cured within 30 days after the date of written notice of such breach (or within 10 days in the case of a payment default). Either party may further terminate any QuoteSoft Product Agreement if the other party generally fails to pay its debts as they become due, admits in writing its inability to pay its debts generally, makes a general assignment for the benefit of creditors or any bankruptcy proceedings are instituted by or against the other party or the other party takes any corporate action to authorize any of the foregoing actions.
c. Effect of Termination of a QuoteSoft Product Agreement. Upon expiration or termination of a QuoteSoft Product Agreement:
i. All licenses and rights to the QuoteSoft Products granted to You under the QuoteSoft Product Agreement will immediately terminate and You will cease all use of such QuoteSoft Products.
ii. You must promptly return, or if requested by QuoteSoft, destroy, any Confidential Information of QuoteSoft in your possession or control. If the QuoteSoft Products covered by such QuoteSoft Product Agreement are Licenses, You must further remove all copies of the licensed software, including all backup copies, from any and all computer hardware on which it is installed and destroy all copies of the licensed software, including all backup copies, and any license key provided to You. QuoteSoft reserves the right to require You to certify in writing your compliance with the foregoing requirements.
iii. If the QuoteSoft Products covered by such QuoteSoft Product Agreement are Subscription Licenses or Hosted Services, upon termination, any fees owed for the remainder of the applicable subscription term will become immediately due and payable. QuoteSoft will not refund any pre-paid fees for any such Subscription Licenses or Hosted Services.
d. Additional Termination Provisions. The applicable QuoteSoft Product Terms for a QuoteSoft Product Agreement may include additional termination provisions.
e. Survival. Provisions regarding restrictions on use of QuoteSoft Products, ownership of intellectual property, warranties and disclaimers of warranties, indemnification, limitations of liability, confidentiality, audit right, obligation on termination or expiration, and other provisions which by their nature should survive termination or expiration of this Agreement will survive termination or expiration of this Agreement.
b. QuoteSoft Intellectual Property. All right, title, and interest in and to the QuoteSoft Products, their documentation, and the QuoteSoft Technology and all improvements, enhancements, modifications and derivative works thereof and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights, remain the property of QuoteSoft and its suppliers and licensors. Your rights to use the QuoteSoft Products and their documentation shall be limited to those expressly granted in the applicable QuoteSoft Product Agreement. No other rights with respect to the QuoteSoft Products or any related QuoteSoft Technology are implied. You are not authorized to use (and shall not permit any third party to use) the QuoteSoft Products or their documentation or any portion thereof except as expressly authorized in the applicable QuoteSoft Product Agreement.
c. Feedback; Technical Information. Any feedback or ideas You provided to QuoteSoft regarding the QuoteSoft Products or QuoteSoft Technology or any suggested improvements thereto will be the exclusive property of QuoteSoft. To the extent You own any rights in such feedback or ideas, You agree to assign, and hereby does assign, to QuoteSoft all right, title and interest in and to such feedback or ideas. You agree to perform all acts reasonably requested by QuoteSoft to perfect and enforce such rights. QuoteSoft will reimburse You for direct out of pocket costs incurred in complying with its requests. QuoteSoft may use any technical information You provide to QuoteSoft in connection with a support request or otherwise for any QuoteSoft business purposes, without restriction, including for product support and development.
8. THIRD PARTY MATERIALS, SITES AND RESOURCES.
a. Third Party Resources. Certain QuoteSoft Products may display, include or make available Third Party Materials or provide links to, or contain features designed to interoperate with, third party sites or resources.
b. No Additional Liability for Third Party Services and Materials. In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to from the QuoteSoft Products are not available in all languages or in all countries. QuoteSoft makes no representation that such Third Party Services and Third Party Materials are appropriate or available for use in any particular location. To the extent You choose to access such Third Party Services or Third Party Materials, You do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. QuoteSoft, and its licensors, reserve the right to change, suspend, remove, or disable access to any Third Party Services or Third Party Materials at any time without notice. In no event will QuoteSoft be liable for the removal of or disabling of access to any such Third Party Services or Third Party Materials. QuoteSoft may also impose limits on the use of or access to certain Third Party Services or Third Party Materials, in any case and without notice or liability.
9. WARRANTIES; DISCLAIMER OF WARRANTIES.
a. Limited Product Warranties. The QuoteSoft Products are provided with the limited warranties, if any, provided to the Owners of such QuoteSoft Products as set forth in the applicable QuoteSoft Product Terms.
b. Free Products. To the maximum extent permitted by applicable law, Free Products are provided “as is” and “as available”, with all faults and without warranty of any kind.
c. No Other Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QuoteSoft HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THOSE IDENTIFIED EXPRESSLY IN THE QuoteSoft PRODUCT TERMS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. QUOTE SOFTWARE DOES NOT WARRANT THAT THE QuoteSoft PRODUCTS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE QuoteSoft PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE QuoteSoft PRODUCTS WILL BE CORRECTED. THE QuoteSoft PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND QUOTE SOFTWARE EXPRESSLY IS NOT AND WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM ANY SUCH PROBLEMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
d. High Risk Activities. The QuoteSoft Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. You shall not use the QuoteSoft Products in any application or situation where failure of the QuoteSoft Products could lead to death or serious bodily injury of any person, or to severe physical or environmental damage including, but not limited to, aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. QuoteSoft EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.
10. LIMITATION OF LIABILITY.
a. Limitation on Direct Damages. There may be situations in which You have a right to claim damages or payment from QuoteSoft, its Affiliates or their respective suppliers or licensors. Except as otherwise expressly provided in this Agreement, whatever the legal basis of your claims, the liability of QuoteSoft, its Affiliates and their respective suppliers or licensors will be limited, to the maximum extent permitted by applicable law, to direct damages up to the amount You have paid for the QuoteSoft Product giving rise to the claims (or in the case of a Free Product, to $50.00).
b. No Liability for Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QUOTE SOFTWARE, ITS AFFILIATES OR THEIR RESPECTIVE SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF COVER, SUBSTITUTE GOODS, OUT OF POCKET COSTS OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF QUOTE SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
c. The foregoing limitations will apply notwithstanding the failure of the essential purpose of any limited remedy. You acknowledge that these limitations are material parts of the bargain between the parties and that prices for the QuoteSoft Products would be higher without them.
11. INDEMNIFICATION. You agree to indemnify and hold QUOTE SOFTWARE and its Affiliates and their respective officers, directors, agents, employees, partners, independent contractors, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) Content originated by You and your Users, (b) use of any QuoteSoft Product by You or one of your Users, (c) violation of this Agreement by You or one of your Users, or (d) your infringement, misappropriation or violation of any intellectual property or other rights of another person or entity. Notwithstanding the foregoing, You will not be required to indemnify QUOTE SOFTWARE or its Affiliates for damages arising solely from the negligence or willful misconduct of QuoteSoft or its Affiliates.
13. PUBLICITY. QuoteSoft may use your name and logo (if any) on client lists in various forms (e.g., a printed list, an online list, etc.) and in other marketing materials, for the sole purpose of identifying You as a customer of QuoteSoft. In any use of your name or logo, QuoteSoft will comply with any reasonable trademark usage guidelines that You may provide and QuoteSoft will promptly fix any defect that You bring to QuoteSoft’s attention. QuoteSoft may use your name, logo, website link, quote, and any other information that You may provide to develop case studies, press releases, and other marketing pieces in any form (e.g., print, audio, video, and other formats) that pertain to your use of QuoteSoft products or services, unless You inform QuoteSoft in writing otherwise. QuoteSoft may publish and freely distribute all such information, quote(s) or input. QuoteSoft will never broadly publish your individual contact information (i.e., it will not appear on our customer list or in a case study) without your prior written consent. QuoteSoft is not obligated to publish or otherwise use any information or logo that You may provide. The rights that You grant to QuoteSoft are without any fee or royalty.
a. Entire Agreement. This Agreement and any applicable QuoteSoft Product Agreement contain the complete understanding between the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements or understandings, whether oral or written.
b. Headings. Headings under this Agreement are intended only for convenience and shall not affect the interpretation of this Agreement.
c. Waiver and Modification. No failure or delay of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. Except as otherwise provided herein, this Agreement may only be modified, or any rights under it waived, by a written document executed by the party against which it is asserted. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by You in relation to the QuoteSoft Products shall be of no effect.
d. Severability. If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, effect should be given to the parties’ intentions as reflected in the provision, and the legality and enforceability of the other provisions of this Agreement will not be affected.
e. Relationship of the Parties. The parties are independent contractors. You and Quote Software agree that You are not agents, partners, or joint venturers, franchisee/franchisor, employee/employer, and that this Agreement does not create any fiduciary duty or comparable relationship of trust between the parties.
f. No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
g. Export Restrictions. The QuoteSoft Products are subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the QuoteSoft Products. These laws include restrictions on destinations, end users, and end use. You agree by using a QuoteSoft Product that: (i) You or your Users are not, and are not acting on behalf of, (A) any person who is a citizen, national or resident of, or who is controlled by the government of, any country subject to embargo or export controls by the U.S. Government, or (B) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department Denied Persons List or Entity List; and (ii) You or your Users will not use the QuoteSoft Products for any purpose prohibited by law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
h. Commercial Items. The QuoteSoft Products and related 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. §12.211, 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.211, 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4 and other relevant sections of the Code of Federal Regulations, 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 herein. Unpublished rights reserved under the copyright laws of the United States.
j. Force Majeure. A party is not liable for failure to perform the party’s obligations if such failure is as a result of: (i) an act of war, hostility, or sabotage; (ii) act of god; (iii) electrical, internet, or telecommunications outage that is not caused by the obligated party; (iv) government restrictions (including the denial or cancellation of any export or other license); or (v) other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than one (1) calendar month, either party may cancel any applicable QuoteSoft Product Agreement with respect to services not yet performed or products not yet provided upon written notice. This Section does not excuse either party of its obligations to take reasonable steps to follow its normal disaster recover procedures or your obligation to pay for services performed or products provided prior to such termination.
k. Remedies. You agree that any unauthorized use of a QuoteSoft Product or any QuoteSoft Technology contained therein would result in irreparable injury to Quote Software, for which money damages would be inadequate. Therefore, in such event Quote Software shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against You and to prevent any unauthorized use. If You are dissatisfied with any QuoteSoft Product, You understand and agree that, except as expressly set forth in the applicable QuoteSoft Product Agreement, your sole and exclusive remedy is to discontinue use of such QuoteSoft Product and/or cancel of your QuoteSoft account. Nothing contained in this Section or elsewhere in this Agreement shall be construed to limit remedies available pursuant to statutory or other claims that QuoteSoft may have under separate legal authority.
l. Governing Law. If your primary residence is in the Europe (excluding the UK, Ireland, and France), the Middle East or Africa, this Agreement shall be governed by the laws of Germany. If your primary residence is in the United Kingdom or Ireland, this Agreement shall be governed by the laws of the United Kingdom. If your primary residence is in Japan, this Agreement shall be governed by the laws of Japan. If your primary residence is in France, this Agreement shall be governed by the laws of France. If your primary residence is in Australia or New Zealand, this Agreement shall be governed by the laws of Australia. If your primary residence is anywhere else, this Agreement shall be governed by the laws of the State of Oregon. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
m. Legal Effect. This Agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom You purchased a QuoteSoft Product. This Agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.
n. Other. QuoteSoft, FABshop, iQduct, iQpipe are the trademarks of Quote Software Inc. in the United States and/or various jurisdictions.
15. LIMITATION OF LIABILITY AND WARRANTIES FOR OWNERS RESIDING IN A MEMBER STATE OF THE EUROPEAN COMMUNITY.
a. Limitation of Liability. If You obtained a QuoteSoft Product in a Member State of the European Community, and You usually reside in such a country, then Section 9 (Limitation of Liability) does not apply. Instead, except as provided in this paragraph, Quote Software’s statutory liability for damages shall be limited as follows: (i) QuoteSoft shall be liable only up to the amount of damages as typically foreseeable at the time of entering into this Agreement in respect of damages caused by a slightly negligent breach of a material contractual obligation and (ii) QuoteSoft shall not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation. The aforesaid limitation of liability shall not apply to any mandatory statutory liability, in particular, to liability caused by wrongful intent or gross negligence, to liability under the German Product Liability Act, to liability for assuming a specific guarantee, or to liability for culpably caused personal injuries. You are required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the QuoteSoft Product and computer data in the case of an On-Premises License and, in the case of a Hosted Service, to make back-up copies of any of your Content stored within the Hosted Service, in each case subject to the provisions of this Agreement.
b. Warranty. If You are located in a Member State of the European Community, and You usually reside in such a country, then Section 8 (Warranties; Disclaimer of Warranties) does not apply. Instead, QuoteSoft provides You with the warranty for Owners residing in a Member State of the European Community, if any, set forth in the applicable QuoteSoft Product Terms.
BY CLICKING ON THE “ACCEPT” BUTTON OR SIMILAR BUTTONS OR LINKS AS MAY BE DESIGNATED BY QuoteSoft, OR BY DOWNLOADING, INSTALLING, OR USING THE QuoteSoft DESKTOP APP AND/OR QuoteSoft ON-PREMISE APP, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE QuoteSoft DESKTOP APP OR THE QuoteSoft ON-PREMISE APP. IF YOU ARE THE OWNER OF A LICENSE, YOU ARE LIABLE FOR COMPLIANCE WITH THIS AGREEMENT BY ALL USERS OF YOUR LICENSE.
QuoteSoft reserves the right to modify, add to, change, or remove any part of this Agreement as provided in the QuoteSoft User Agreement.
a. “Alternative License” means any License to the QuoteSoft desktop app software other than a Named User License or a Training or Educational Device License including, but not limited to, an unrestricted site License, a site License with a maximum User cap, or a per device License as set forth in an Ordering Document.
b. “Desktop License Model” means a Named User License, a Training or Educational Device License or an Alternative License.
c. “Editor License” means the right for one (1) User of the QuoteSoft on-premise app software to exercise Editor Privileges within such software.
d. “Editor Privileges” means the right to edit, create and store maps within the QuoteSoft on-premise app software.
e. “Editor User” means a User that exercises Editor Privileges within the QuoteSoft on-premise app software.
f. “Initial License Term” means the period commencing on the day the License is accessed or activated after delivery by QuoteSoft to the Account Owner of the access/activation code for the License or, if no access/activation code is provided, upon delivery by QuoteSoft to the Account Owner of the Licensed Software and continuing until expiration of the license term set forth in the applicable Ordering Document, subject to earlier termination as provided in this Agreement. If no license term is set forth in the applicable Ordering Document, the license is perpetual.
g. “License Term” means the Initial License Term and, in the case of Subscription Licenses, any Renewal License Term.
h. “Licensed Software” means the QuoteSoft desktop app software and/or QuoteSoft on-premise app software for which the Owner purchased one or more Licenses pursuant to the applicable Ordering Document.
i. “QuoteSoft MSA Product Terms” means the QuoteSoft Product Terms for QuoteSoft Software Assurance and Support services set forth at http://www.quotesoft.com/support
j. “MSA” means QuoteSoft Software Assurance and Support services available for purchase for a Perpetual License or included as part of a Subscription License as described in the QuoteSoft MSA Product Terms.
k. “Named User License” means a License to the QuoteSoft desktop app software on a named User basis, which permits, for each License purchased, the installation and use of the Licensed Software by one (1) User on an unlimited number of computers (including operating instances and servers) for such User’s sole use.
l. “Read Only User” means a User that views maps within the QuoteSoft on-premise app software, but that does not exercise Editor Privileges.
m. “Renewal License Term” means any annual renewal term for a Subscription License pursuant to Section 3.d of these QuoteSoft License Product Terms., subject to earlier termination as provided in this Agreement.
n. “Region” means (i) Europe, Middle East or Africa, excluding the United Kingdom and France; (ii) France; (iii) United Kingdom; (iv) Asia Pacific, excluding Japan; (v) Japan; (vi) Australia or New Zealand; and (vii) the Americas.
o. “Server” means a virtual or physical hardware system capable of running server software.
p. “SharePoint Server Farm” means multiple computers that share processing power or operate in a networked configuration as a single logical application service physically located within the Region in which the Owner of a License to the QuoteSoft on-premise app software purchased such License to provide the Microsoft SharePoint application to its Users.
q. “Supported Environments” means for Licensed Software the environments supported for such Licensed Software as set forth at http://Quotesoft.com/support
r. “Training or Educational Device License” means a per device License for use in conference rooms, training centers or other educational institutions for training or internal business purposes.
s. “Viewer Status” is status of the QuoteSoft desktop app that permits only use of the “Viewer” feature of the QuoteSoft desktop app. The “Viewer” feature permits creation of a file with your User Content that will no longer permit You edit such User Content, but which will permit You to continue to open, view, and print such User Content.
Other capitalized terms used but not defined in these QuoteSoft License Product Terms have the meaning assigned to such terms in the QuoteSoft User Agreement if defined therein.
2. LICENSED SOFTWARE.
a. General. The Licensed Software is licensed, not sold to You. QuoteSoft reserves all rights not granted to You.
b. QuoteSoft desktop app License Grant.
i. License Grant. Subject to this Agreement and payment of the applicable license fees, for each License to the QuoteSoft desktop app software that You have purchased pursuant to an Ordering Document, QuoteSoft hereby grants You (i) if purchased by You for non-personal business purposes, a non-exclusive, non-transferable license, without rights to sublicense, to use the object code of any Licensed Software that is QuoteSoft desktop app software for internal non-personal business purposes, and as described in the Documentation, for the License Term and in accordance with the Desktop License Model purchased; or (ii) if purchased by You for personal non-business purposes, a non-exclusive, non-transferable license, without rights to sublicense, to use the object code of any Licensed Software that is QuoteSoft desktop app software for personal non-business purposes, and as described in the Documentation, for the License Term and in accordance with the Desktop License Model purchased. Unless an Alternative License or a Training or Educational Device License is provided for in the applicable Ordering Document, the Licenses purchased will be Named User Licenses. If You are an Owner who has purchased multiple User Licenses for use by your User, You may reassign a User License from one User to another User, if and only if: (A) the original User’s relationship with You has been terminated; (B) the original User relationship with You has been transferred to a non-licensed department within your legal entity; (C) once every one hundred eighty (180) calendar days; or (D) upon Quote Software’s prior written approval or as set forth in the Ordering Document for the Licensed Software. This grant of rights is subject to the technical restrictions of the Licensed Software and/or any additional licensing terms specified in the applicable Ordering Document.
ii. Deployment, Assignment, Transfer. If You are the Owner of Licenses to the QuoteSoft desktop app software, You may deploy such Licenses within your legal entity and any of your Affiliates (defined below) provided that: (i) such deployment does not violate Section 4.a of these QuoteSoft License Product Terms; and (ii) any Affiliate at which Licenses are deployed accepts and agrees to comply with all of the terms of this Agreement. If You are the Owner of a Perpetual License to the QuoteSoft desktop app software, You may assign your Perpetual License and all of your rights under this Agreement with respect to such Perpetual License to another person or legal entity that is not an Affiliate provided that: (A) the transfer is only made within the applicable Region in which the Perpetual License was purchased; however, if You purchased the Licensed Software within any of the European Union member states, You may assign your Perpetual License and all of your rights under this Agreement with respect to such Perpetual License to another person or legal entity that is not an Affiliate in any of the member states without restriction with notice to your applicable QuoteSoft Affiliate, subject to this Agreement; (B) You also transfer this Agreement, the Perpetual License, and any License to other software bundled with the QuoteSoft desktop app software as acquired by You, including all copies, updates, and prior versions to such person or entity; and (C) the transferee accepts and agrees to comply with all of the terms of this Agreement. Any attempt to deploy Licenses to the QuoteSoft desktop app software or assign this Agreement in violation of this Section shall be void.
c. QuoteSoft on-premise app License Grant.
i. Server Licenses. Subject to the terms of this Agreement and payment of the applicable license fees, for each Server for which You have purchased a License to QuoteSoft on-premise app software pursuant to an Ordering Document, QuoteSoft hereby grants You a non-exclusive, non-transferable limited license, without rights to sublicense, to install the object code of such Licensed Software for the License Term for internal business use only on as many Servers as necessary in one (1) Server for production, testing, development, and staging environments, and for an limited number of Read-Only Users to access and use the Licensed Software as described in the applicable Documentation and permitted by the functionality of the Licensed Software.
ii. Editor Licenses. Subject to the terms of this Agreement and the payment of the applicable license fees, for each Editor License You have purchased pursuant to an Ordering Document, QuoteSoft hereby grants You a non-exclusive, non-transferable limited license, without rights to sublicense, for one (1) User to access QuoteSoft on-premise app software for the License Term for your internal business purposes only, and to view maps and to exercise Editor Privileges within such software. In order to use your Editor License, You must have access to validly licensed QuoteSoft on-premise app software.
d. Documentation. You may use and copy, but not exploit or distribute, for internal business and personal use and reference purposes only, the Documentation in connection with permitted uses of the Licensed Software.
e. Rights to Copy for Back-up Purposes. You may copy the Licensed Software in machine-readable form solely for cold back-up or archival purposes only.
3. PAYMENT TERMS.
a. Fees for Licenses. Fees for Licenses shall be in the amounts agreed in the applicable Ordering Document. If no amount is set forth in the applicable Ordering Document for a License, fees will be QuoteSoft’s then current list price for such License.
b. Billing for Perpetual Licenses. Unless otherwise provided in the applicable Ordering Document, the Owner of a Perpetual License will be invoiced/charged in advance for the full amount for the Perpetual License.
c. Billing for Subscription Licenses. Unless otherwise provided in the applicable Ordering Document, the Owner of a Subscription License will be invoiced/charged in advance for the full amount for the Initial License Term or Renewal License Term. If the Ordering Document provides for monthly or other periodic payments such that more than one payment is made for the fees due for the Initial License Term or Renewal License Term, such payments are installment payments and do not relieve the Owner from liability to pay for the full License Term or Renewal License Term, as the case may be.
d. Renewal of Subscription Licenses. The License Term will be automatically renewed annually for one (1) year subscriptions and the Owner will be charged or invoiced unless the Owner notifies QuoteSoft at least thirty (30) days prior to the renewal date that the Account Owner does not wish to renew. The Owner may also have the option to extend the License Term longer than one (1) year or to convert to a Perpetual License. QuoteSoft may modify license fees for any Renewal License Term upon thirty (30) days’ prior written notice; provided that any increase in fees noticed during the Initial License Term or any Renewal License term shall not take effect until the beginning of the next Renewal License Term. Payment must be made on time to avoid a lapse in the Subscription License.
e. Purchases through Resellers. The terms of Sections 3.a-3.c related to payment shall not apply to any of your purchases of Licenses through QuoteSoft authorized resellers, and You shall establish such terms independently with the authorized reseller.
4. ADDITIONAL LIMITATIONS AND RESTRICTIONS.
a. Region of Purchase. Your use of the Licensed Software is limited to the Region in which You purchased the Licensed Software. However, if You purchased the Licensed Software within any of the European Union member states, You may deploy the Licensed Software in any of the member states without restriction, subject to this Agreement.
b. No Downgrade Right. The rights granted in this Agreement do not include the right to use a previous version of Licensed Software other than the purchased version (downgrade right). Downgrade rights may only be obtained through MSA services for the Licensed Software.
c. Additional Restrictions on Use. In addition to the use restrictions set forth in the QuoteSoft User Agreement, You shall not (i) publish the Licensed Software for others to copy; or (ii) use the Licensed Software for commercial software hosting services.
d. Partner Program for Desktop App. If You opt-in to the QuoteSoft Partner program, the QuoteSoft desktop app will track your usage of the user interface and certain features and periodically send such information, including your IP address, to QuoteSoft. The information QuoteSoft collects is used to improve the QuoteSoft applications. This information is aggregated, anonymous, and is not personally identifiable to You. Participation in the program is voluntarily and You may elect to opt-out at any time.
e. Trial Licenses. If You receive a trial license to Licensed Software, your rights to use the Licensed Software are limited to the trial period. The length of the trial period is set forth during the activation process, and the trial version may contain a subset of the features and functions of the full version. You may have the option to convert your trial to a paid Subscription License or Perpetual License. Conversion options will be presented to You at the expiration of your trial period. After the expiration of any trial period for a trial license to the QuoteSoft desktop app without conversion, most features of the QuoteSoft desktop app will stop running. At that time, the QuoteSoft desktop app will revert to Standby Status. If the QuoteSoft desktop app is a version that You have converted or exchanged from a valid licensed prior version, You agree that by installing and using the QuoteSoft desktop app, You will no longer use the prior version. QuoteSoft reserves the right to require certification of the destruction and removal of such previous version of the QuoteSoft desktop app. After expiration of any trial period for a trial license to the QuoteSoft on-premise app without conversion, You must destroy all copies of the software and its documentation. QuoteSoft reserves the right to require certification of the destruction and removal of such software.
f. NFR Licenses. If You receive Licensed Software pursuant to a not-for-resale (NFR) license, You may not resell or transfer such license to any third party.
g. Upgrade. If You receive an upgrade to Licensed Software pursuant to MSA or purchase of an upgrade license, upon upgrade, this Agreement takes the place of the agreement for the version of the Licensed Software You upgraded from. After You upgrade, You may no longer use the earlier version of the Licensed Software You upgraded from.
h. QuoteSoft for Individuals License Limitations. If You purchased a “QuoteSoft LT for Individuals” License, such License is intended for your individual use only. Accordingly, You may not permit any other person to access or use your License. You are not permitted to use the collaborative functionality of the Service, including functionality enabling connection with other Users, assignment of tasks to other Users, or co-editing of Content. Except as otherwise limited in the Documentation or by the functionality of the Licensed Software, You are permitted to use the share functionality within the Licensed Software.
a. Installation. It is your responsibility to install and deploy the Licensed Software.
b. Free Support. QuoteSoft provides free online technical support services for the Licensed Software as described at www.Quotesoft.com/support/
c. Additional Support. QuoteSoft makes additional support available pursuant to the MSA services offered by Quote Software, as described in the MSA Product Terms. The QuoteSoft MSA Product Terms are hereby incorporated by reference. By accepting this Agreement, if You have purchased a Subscription License or purchase MSA for a Perpetual License, You are also accepting the QuoteSoft Product Terms related to MSA services. If You have purchased a Subscription License to Licensed Software, certain MSA services as described in the Customer Support Guide and the QuoteSoft MSA Product Terms are included as part of your Subscription License. If You have purchased a Perpetual License to Licensed Software, You are required to purchase MSA services for the first 12 months of the License Term for your Perpetual License and thereafter MSA services are available for purchase. Please note that by purchasing MSA, You consent to QuoteSoft automatically renewing your MSA subscription annually and invoicing You (or charging your credit card, as applicable) annually for such renewal. Except as otherwise provided at the time of download or provision by QuoteSoft, any supplemental software code or related materials that QuoteSoft provides You as part of any support services, paid or otherwise, are to be considered part of the Licensed Software and are subject to this Agreement. MSA is not provided for trial licenses.
6. LIMITED WARRANTY. QuoteSoft warrants to the Owner of a License that the media on which the Licensed Software is distributed, if applicable, will be free from defects, and that the Licensed Software shall conform substantially to the description in its Documentation when used in a Supported Environment for the first thirty (30) days of the License Term, unless otherwise required by applicable law. If the media is defective, your sole remedy in the event of a breach of this warranty will be that QuoteSoft will use commercially reasonable efforts to replace any defective media returned to QuoteSoft within the warranty period. If Licensed Software does not substantially conform to the description in its Documentation, your sole remedy will be that QuoteSoft shall, at its option and its sole discretion, use commercially reasonable efforts to correct any reproducible defects or errors in the Licensed Software or replace the defective Licensed Software, and, if QuoteSoft is unable to make the deficient Licensed Software substantially conform to the description in its Documentation after such commercially reasonable efforts, to discontinue your use of the Licensed Software and terminate your License. This is your sole and exclusive remedy for a breach of this limited warranty and Quote Software’s sole and entire liability. Any warranty claim or liability is excluded where such claim or liability arises out of: (i) improper installation of the Licensed Software; (ii) use of the Licensed Software other than in accordance with this Agreement or its Documentation; (iii) use of the Licensed Software other than in a Supported Environment for such Licensed Software; (iv) modification, alteration or additions to the Licensed Software by any person other than QuoteSoft or its authorized representative; (v) viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs introduced by the act or omission of the User; (vi) defects, problems or failures caused by any Your network or internet service or other equipment or software not supplied by Quote Software; and (vii) other events outside of the reasonable control of Quote Software, such as force majeure events. All warranty claims must be made during the warranty period. EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, QUOTE SOFTWARE INC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, REGARDING THE LICENSED SOFTWARE, THE MEDIA ON WHICH IT IS DISTRIBUTED AND ITS DOCUMENTATION, AS PROVIDED IN SECTION 9.C AND 9.D OF THE QuoteSoft USER AGREEMENT.
7. WARRANTY FOR USERS RESIDING IN A MEMBER STATE OF THE EUROPEAN COMMUNITY. If You obtained the Licensed Software in a Member State of the European Community and You usually reside in such a country, then Section 6 of these QuoteSoft License Product Terms (Limited Warranty) and Section 9 of the QuoteSoft End User Agreement (Warranties; Disclaimer of Warranties) do not apply. Instead, QuoteSoft warrants that the Licensed Software provides the functionalities set forth in the accompanying documentation (the “agreed upon functionalities”) for the limited warranty period following receipt of the Licensed Software when used on the recommended hardware configuration. As used in this sub-section, “limited warranty period” means one year if You are a business user and two years if You are not a business user. Non-substantial variation from the agreed upon functionalities shall not be considered and does not establish any warranty rights. THIS LIMITED WARRANTY DOES NOT APPLY TO LICENSED SOFTWARE PROVIDED TO YOU FREE OF CHARGE, FOR EXAMPLE, UPDATES, PRE-RELEASE, TRIAL, USE IN VIEWER STATUS, OR LICENSED SOFTWARE THAT HAS BEEN ALTERED BY YOU, TO THE EXTENT SUCH ALTERATIONS CAUSED A DEFECT. To make a warranty claim, during the limited warranty period You must return, at our expense, the Licensed Software and proof of purchase to the location where You obtained it. If the functionalities of the Licensed Software vary substantially from the agreed upon functionalities, QuoteSoft is entitled, by way of re-performance and at its own discretion, to repair or replace the Licensed Software. If this fails, You are entitled to a reduction of the purchase price (reduction) or to cancel the purchase agreement (rescission).
8. FREE PRODUCTS. Trial licenses, NFR licenses, use of the QuoteSoft desktop app in Viewer Status and Read Only Users access to the QuoteSoft on-premise app are all Free Products as defined in the QuoteSoft User Agreement, and notwithstanding Sections 6 and 7 of these QuoteSoft License Product Terms, to the maximum extent permitted by applicable law, are provided “as is” and “as available”, with all faults and without warranty of any kind.
9. PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING, OR USING ALL OR ANY PORTION OF THIS SOFTWARE, YOU (HEREINAFTER “CUSTOMER”) ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS ON LICENSE RESTRICTIONS, LIMITED WARRANTY, LIMITATION OF LIABILITY, AND SPECIFIC PROVISIONS AND EXCEPTIONS. THIS AGREEMENT IS ENFORCEABLE AGAINST CUSTOMER. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT USE THE SOFTWARE. This agreement may govern Customer’s use of additional Software subsequent to the effective date of this agreement. Such additional Software shall reference the terms of this agreement. This agreement may also incorporate by reference any end user license agreement governing a prior version of the Software.
“Terms of Service Updated 08/2008
“Terms of Service Updated 11/2013
“The QuoteSoft Software may cause Customer’s Computer to AUTOMATICALLY CONNECT TO THE INTERNET. The Software may also require activation or registration. QuoteSoft, FABshop, iQduct, iQpipe are the trademarks of Quote Software Inc. in the United States and/or various jurisdictions.”