MYQR Inc. IS WILLING TO LICENSE THE SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON “I ACCEPT” OR BY INSTALLING THE SOFTWARE, YOU WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” SHALL REFER TO YOUR ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, THEN MYQR Inc. IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU SHOULD SELECT THE “DECLINE” BUTTON AND THE DOWNLOAD OR INSTALL WILL NOT CONTINUE.
SOFTWARE BETA TEST LICENSE AGREEMENT
1. The Software. The accompanying computer programs and documentation are referred to herein as the “Software”.
2. License Term. The term of the license granted herein shall be a period of ninety (90) days from delivery of the Software, unless terminated by written notice by You for convenience or terminated by either party for material breach. Immediately upon termination of this license for any reason, You shall return to MYQR Inc. all copies of the Software and documentation.
3. BETA Test Use License. You are authorized to use the Software on a royalty-free basis for purposes of testing and evaluation, only for Your own internal business purposes. Since the Software has not been fully tested, MYQR Inc. recommends that You implement and operate the Software in parallel with Your existing procedures and systems during the term of this Agreement. You shall be fully responsible for establishing back-up and other procedures that are required to maintain the security of Your operations and existing systems. MYQR Inc. is not obligated to incorporate any modification to the Software requested or suggested by You; however, if any such request or suggestion is incorporated into the Software, You hereby waive and assign all rights to such requests or suggestions to MYQR Inc..
4. Restrictions. You may not: (i) permit others to use the Software, except as expressly provided above for authorized network use; (ii) modify or translate the Software; (iii) reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is expressly prohibited by applicable law; (iv) create derivative works based on the Software; (v) merge the Software with another product; (vi) copy the Software, except as expressly provided above; or (vii) remove or obscure any proprietary rights notices or labels on the Software.
5. Option for Purchase of License to Released Software. In consideration of Your participation in and full cooperation with our beta test program, MYQR Inc. offers You the option to purchase a license for the Software when publicly released by MYQR Inc. for a 25% discount off the then-current list price for license fees for a perpetual license. This license shall be subject to the terms and conditions of MYQR Inc. then-current end-user license agreement for the Software.
6. Installation Assistance. If You require assistance installing the Software, MYQR Inc. shall provide such assistance, including on-site assistance if required. MYQR Inc. shall provide these installation services at no charge.
7. Technical Support. If You have questions about the Software, or if You believe that You have discovered an error in the Software, You may notify MYQR Inc. by telephone or through MYQR Inc.’s designated electronic mail support address. MYQR Inc. will maintain a sufficient number of MYQR Inc. support contacts to ensure prompt responses to calls from You. MYQR Inc. will use its best efforts to answer questions and correct Software errors (or to provide suitable temporary solutions or workarounds for problems) during the initial response. If You state that the problem is substantial and material to Your use of the Software, or that the problem causes the Software to be inoperable, MYQR Inc. will use its best efforts to correct the problem, within a commercially reasonable time after MYQR Inc.’s initial response. MYQR Inc. shall provide these technical support services at no charge.
8. Your Responsibilities. During the license term, You shall: (i) maintain a written journal regarding the operation of the Software, including all problems, error, and suggestions for modifications, and provide a copy of the journal to MYQR Inc. via email as requested, (ii) install all error corrections and updates to the Software provided by MYQR Inc. as requested, and (iii) provide all other information regarding the Software operations as reasonably requested by MYQR Inc..
9. Warranty Disclaimer. MYQR Inc. PROVIDES THE SOFTWARE “AS-IS.” NEITHER MYQR Inc. NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. MYQR Inc. AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.To the extent that this Warranty Disclaimer is inconsistent with the jurisdiction where You use the Software, the Warranty Disclaimer shall be deemed to be modified consistent with such local law. Under such local law, certain limitations may not apply, and you may have additional rights which vary from jurisdiction to jurisdiction. For example, some states in the United States and some jurisdictions outside the United States may: (i) preclude the disclaimers and limitations of this Warranty Statement from limiting the rights of a consumer; (ii) otherwise restrict the ability of a manufacturer to make such disclaimers or to impose such limitations; or (iii) grant the consumer additional legal rights, specify the duration of implied warranties which the manufacturer cannot disclaim, or prohibit limitations on how long an implied warranty lasts.
10. Limitation of Liability. INDEPENDENT OF THE FORGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL MYQR Inc. OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF MYQR Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11. Ownership. MYQR Inc. and its suppliers own the Software, all physical copies thereof, and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Software’s design and coding methodology. The Software is protected by United States copyright laws and international treaty provisions. This Agreement provides You only a limited use license, and no ownership of any intellectual property. We reserve the right to require you to transfer possession of all physical copies of the Software to us for purposes of re-issue of replacement copies.
12. Confidentiality. For purposes hereof, “Confidential Information” of MYQR Inc. means information of MYQR Inc. or its customers (i) which relates to the design, operation, functionality, and test results of the Software, and (ii) business and marketing plans for the Software. You may use Confidential Information of MYQR Inc. only for the purposes of this Agreement. You shall protect such Confidential Information from disclosure to others outside your organization, using the same degree of care used to protect Your own proprietary information of like importance, but in any case using no less than a reasonable degree of care.
13. Transfers. You may not transfer the Software or any rights under this Agreement without the prior written consent of MYQR Inc., which consent shall not be unreasonably withheld. A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be and void. Notwithstanding the foregoing, we reserve the right to require the transfer of possession of all physical copies of the Software to us for purposes of re-issue of replacement copies to the party receiving the Software.
14. Export Controls. You agree to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Software from the U.S. Neither the Software nor the underlying information or technology may be electronically transmitted or otherwise exported or re-exported (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions covering the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Denial Orders. By downloading or using the Software, Licensee agrees to the foregoing and represents and warrants that it complies with these conditions.
15. Licensee Outside The U.S. If You are located outside the U.S., then the following provisions shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: “The parties confirm that this Agreement and all related documentation is and will be in the English language.”); and (ii) You are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software, and You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
16. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the State of Delaware, USA, excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English and English is its controlling language.
17. U.S. Government End-Users. The Software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software 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.