Inquisite Software License Agreement

Inquisite Software License Agreement
IMPORTANT - READ CAREFULLY

This license statement and limited warranty constitutes a legal agreement ("License Agreement") between you ("Licensee","You","Your") and Inquisite, Inc. ("Inquisite") for the Inquisite software product ("Software"), including any software, media, and accompanying on-line or printed documentation. BY CLICKING THE ACCEPTANCE BUTTON, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS ("License Terms") OF THE LICENSE AGREEMENT. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, YOU MUST RETURN THE SOFTWARE FOR A REFUND OF ANY LICENSE FEE PAID FOR THE SOFTWARE. 

1. DEFINITIONS
"Use" - storing, loading, installing, executing or displaying the Software. 
"User" - Use of the Software by an individual on behalf of the Licensee. 
"Login(s)" - Individual user account. The Software contains a limited number of Logins. Additional logins are available for purchase.  
"Server Software"  - Inquisite software running on a shared server computer that is executing requests from multiple Logins. 
"Client Software" - Inquisite Software that may be installed and used on a limited number of single-user personal computers, one per Login. 

2. LICENSE GRANT
2.1 Upon your acceptance of the terms and conditions of the License Agreement, Inquisite grants you a non-exclusive and non-transferable license to install and use the Software. The Software contains both Client Software components and Server Software components.

2.2 This license confers no title or ownership in the Software and is not a sale of any rights in the Software. This Software is owned by Inquisite or its suppliers and is protected by copyright law and international copyright treaty.  Therefore, You must treat this Software like any other copyrighted material, except that you may make a copy of the software solely for backup or archival purposes. You must reproduce all copyright notices in the original Software on all copies or adaptations.

2.3 You may reassign a Login account to another User provided the total number of assigned Logins does not exceed the number of Logins You have purchased from Inquisite. 

2.4 You may install and use one (1) copy of the Inquisite Client Software for each Login account that You have purchased from Inquisite

2.5 You may install and use one (1) copy of each type of Server Software component ("Module"): web server Module, application server Module and database server Module.  Installation of the same type of Module on more than one production server or on a production server with more than one processor will require the purchase of one or more additional Server Software licenses.  You may install the Server Software on any number of testing/staging servers provided that Use is limited to testing the Software only. 

2.6 This License Agreement is for Use on behalf of a single company/organization. You may not use this software on behalf of multiple companies/organizations or in a commercial, 'consulting for hire', 'portal' or 'service bureau' capacity. You may not rent or lease the Software to another individual, company or organization.

2.7 This License Agreement does not entitle you to receive from Inquisite any hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Software.  Such items, as generally available, may be purchased separately.
 
2.8 You may not modify the Software or disable any licensing or control features of the Software or disassemble or de-compile the Software unless Inquisite grants You explicit prior written consent. In some jurisdictions, consent may not be required for disassembly or de-compilation. Upon request, You will provide Inquisite with reasonably detailed information regarding any disassembly or de-compilation.

2.9 If this Software is labeled as an upgrade or trade-up from a prior version of Inquisite Software that Yu were properly licensed to use, Inquisite grants You the right to put in use either the current or prior version of the Software, and any prior version license is replaced by this License Agreement. 

3. WARRANTY OF TITLE
Inquisite hereby represents and warrants to You that Inquisite is the owner of the Software or otherwise has the right to grant to You the rights set forth in this License Agreement.  As Your sole remedy, in the event any breach or threatened breach of the foregoing representation and warranty, Inquisite shall, at its option, either: (i) procure, at Inquisite's expense, the right for You to use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or iii) refund to You the full amount of any license fee paid for the Software upon Your return of the Software and all copies thereof to Inquisite.

4. U.S. GOVERNMENT RESTRICTED RIGHTS
The Software and documentation have been developed entirely at private expense and are provided as "Commercial Computer Software" or "Restricted Computer Software". They are delivered and licensed as "Commercial Computer Software" as defined in DFARS 252.227-7013 (Oct 1988), DFARS 252.211-7015 (May 1991) or DFARS 252.227-7014 (Jun 1995), as a "Commercial Item" as defined in FAR 2.101 (a), or as "Restricted Computer Software" as defined in FAR 52.227-19 (Jun 1987) (or any equivalent agency regulation or contract clause), whichever is applicable. You have only those rights provided for such Software and Documentation by the applicable FAR or DFARS clause or the Inquisite License Agreement for the product.

5. EXPORT REQUIREMENTS
Both parties agree not export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations.

6. TIMELY PAYMENT
6.1 Except as otherwise agreed in writing and signed by an authorized officer of both parties, all payments due to Inquisite for Software shall be due and payable in full within thirty (30) days of receipt by you of a proper invoice. 
 
6.2 All past due payments will accrue interest due at a rate of one and one-half percent (1.5%) per month on the unpaid balance from the due date until paid in full. 
 
6.3 Inquisite may, at its option and where permissible by law, elect to terminate this License Agreement for failure by the Licensee to make full payment for the Software within six (6) months from the due date.

6.4 Inquisite retains a security interest in the Software to the maximum extent permissible by law regarding non-payment or delinquent payment of any license fees associated with purchase of this software.  

7. COMPLIANCE
Inquisite may, but not more than once during any twelve (12) month period, unless there is evidence of violation, request at Inquisite(s) option that You either (i) conduct an internal audit of Your Use of the Software, or (ii)Inquisite may request an audit by an independent party, to ensure compliance with the provisions of this License Agreement. Inquisite shall provide You with no less than fifteen (15) days prior notice of such audit.  If Inquisite requests an independent auditor, the cost of such audit will be paid by Inquisite, unless said audit shows you to be in violation of this License Agreement.

8. TERMINATION
Your License Grant to use the Software will continue so long as you remain in compliance with the License Terms of this License Agreement. Inquisite may terminate your license grant to use the Software, upon notice to You, if You breach any of Your obligations regarding the License Terms.  Upon termination, You shall cease using the Software and shall destroy all copies of the Software in any form. All disclaimers of warranties and limitations of liability shall survive any termination of this License Agreement.

9. APPLICABLE LAW
This License agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to conflict of law rules and without regard to the 1980 U.N. Convention on Contracts for the International Sale of Goods. The federal and state courts of Texas shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this License Agreement, and you expressly consent to (i) the personal jurisdiction of the state and federal courts of Texas, and (ii) service of process being effected upon You by registered mail.

10.  INQUISITE LIMITED WARRANTY STATEMENT
10.1 Inquisite warrants to you that the Software will perform substantially in accordance with its accompanying electronic product documentation for a period of thirty (30) days from the date of original purchase.

10.2 If Inquisite receives notice of such non-performance as stated in section 10.1 during the warranty period, Inquisite will, at its option, either repair or replace the Software that proves to be defective.

10.3 Inquisite does not warrant that the operation of Inquisite Software will be uninterrupted or error free. If Inquisite is unable, within a reasonable time, to repair or replace any product to correct a defect that You have notified Inquisite of during the warranty period, You will be entitled to a refund of any license fees associated with purchase of this software. 

10.4 Warranty does not apply to defects resulting from improper or inadequate installation, maintenance or configuration performed by non-Inquisite employees.

10.5 ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS LIMITED TO THE DURATION OF THE EXPRESS WARRANTY SET FORTH ABOVE. Some states or provinces do not allow limitations on the duration of an implied warranty, so the above limitation or exclusion might not apply to You. This warranty gives You specific legal rights and You might also have other rights that vary from state to state, or province to province.

10.6 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INQUISITE OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL 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 THE SOFTWARE, EVEN IF INQUISITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ANY CASE, INQUISITE'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. Some states or provinces do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.

11. NON-WAIVER 
The waiver by either party of any default or breach under this Agreement shall not constitute a waiver of any subsequent default or breach of the same or of a different kind. 

12. ENTIRE AGREEMENT
12.1 This License Agreement supersedes any prior oral or written statements, agreements, or representations and can be changed only by an amendment designated as such and signed by an authorized officer of both parties.

12.2 In the event that one or more of the provisions of this License Agreement shall be found illegal or unenforceable, then such provisions shall be deemed struck and other provisions of this License Agreement shall remain in full force and effect.
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