END USER LICENSE AGREEMENT
IEA’s IDB Analyzer
NON-COMMERCIAL RESEARCH SOFTWARE LICENSE AGREEMENT
READ BEFORE INSTALLING THE IEA’s IDB Analyzer
NOTICE TO USER: THIS IS A CONTRACT. BY CLICKING “I AGREE” BELOW AND INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH BELOW, DO NOT INSTALL THE IEA’s IDB Analyzer SOFTWARE AND IMMEDIATELY DELETE ALL COPIES OF IT.
This Software License Agreement (the “Agreement’) accompanies IEA’s executable version of its proprietary IEA’s IDB Analyzer Software, a PC-based statistical software program with accompanying macros (“Licensed Software”) and related explanatory materials (“User Documentation”) (collectively, the "Licensed Product"). Please read this Agreement carefully. If you accept and agree to the terms of this Agreement, you may install the Licensed Software and use in accordance with the terms and conditions hereunder; if you do not agree to any of the terms or conditions of this Agreement, you are not permitted to use the Licensed Product and should return the Licensed Software and the User Documentation to the address above.
“Licensee” means, you, the sole user that is authorized to use the Licensed Product in accordance with this Agreement.
2. License and Scope of Use.
a) Software License. Upon accepting the terms of this Agreement by clicking “I AGREE” below and the installation of the Licensed Software, IEA grants to Licensee, and Licensee accepts, a limited, revocable, non-exclusive, nontransferable license to, store, load, execute and display (collectively, “Use”) the Licensed Product solely at the Installation Site listed below (the “Software License”). Licensee’s Use of the Licensed Product shall be solely for individual non-commercial research purposes only, by the Licensee. The Licensed Product may not be used to perform any services for any third party or for any commercial use whatsoever. The Software License shall be effective upon installation of the Licensed Software, and shall continue unless terminated pursuant to Section 7. Neither the Software License nor any other provision of this Agreement shall be construed as creating, expressly or by implication, any right or interest to access, use, modify, copy or own the source code for the Licensed Software.
b) Transfer and Other Restrictions. Except as specifically authorized by another provision of this Agreement, Licensee may not copy, relocate, move, sublicense, rent, loan, lease or otherwise distribute or transfer the Licensed Product without IEA’s prior written consent and any attempt to the contrary shall be void and of no legal effect. Further, Licensee agrees not to embed, integrate or bundle the Licensed Software with any other technology, system or software.
c) Exception. Notwithstanding Section 2(b), Licensee may make one copy of the Licensed Software solely for archival/backup purposes.
3. User Documentation.
IEA shall provide to Licensee, one (1) copy of the User Documentation on computer readable media. Licensee’s rights in and to the User Documentation are limited to reproducing the User Documentation solely for the purposes of any Use of the Licensed Software by Licensee.
4. Ownership; Confidential Information.
a) Licensee acknowledges that the Licensed Product is and shall remain the exclusive property of IEA and that Licensee has no right, title, or interest in or to the Licensed Product except as expressly granted in this Agreement.
b) Acknowledgement. Licensee acknowledges that the Licensed Product (including the User Documentation, translations, compilations, partial copies and derivative works) and additional confidential and proprietary information received from or on behalf of IEA shall belong exclusively to IEA (“Confidential and Proprietary Information”). Confidential and Proprietary Information does not include information that Licensee can show is already known by Licensee prior to receipt of the Licensed Product in the public domain through no wrongful act of Licensee; or received by Licensee from a third party who was free to disclose such information.
c) Covenants. With respect to the Confidential and Proprietary Information, and as expressly authorized herein, Licensee shall not use, commercialize or disclose the Confidential and Proprietary Information to any person or entity. Licensee shall not (i) alter or remove from any Licensed Product any proprietary, copyright, trademark or trade secret legend; or (ii) attempt to decompile, decompose, disassemble, reconstruct or reverse engineer the Licensed Product or other Confidential and Proprietary Information (and any information derived in violation of such covenant shall automatically be deemed Confidential and Proprietary Information owned exclusively by IEA); or (iii) use the Licensed Product to develop functionally-similar computer applications or allow, authorize or cause any third party to do so. Licensee shall use at least the same degree of care in safeguarding the Confidential and Proprietary Information as Licensee uses in safeguarding its own confidential information, but in no event less than reasonable due diligence and care.
LICENSEE ACKNOWLEDGES AND AGREES THAT, THE LICENSED PRODUCT IS PROVIDED TO LICENSEE “AS-IS”. IEA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF ACCURACY, COMPLETENESS, PERFORMANCE, RESULTS, COMPUTER STOPPAGE OR FAILURE, NONINFRINGEMENT, TITLE, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
6. Limitations of Remedies and Liabilities.
a) IN NO EVENT SHALL IEA BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OF THE LICENSED PRODUCT OR ARISING UNDER THIS AGREEMENT, WHETHER IN TORT, CONTRACT OR OTHERWISE, TO LICENSEE, OR TO ANY OTHER PERSON OR ENTITY.
b) IEA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES OR LOSS OF PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER/HARDWARE FAILURE OR MALFUNCTION, LOSS OF WORK PRODUCT, OR ANY AND ALL OTHER COMMERCIAL OR NONCOMMERCIAL DAMAGES OR LOSSES WHETHER DIRECTLY OR INDIRECTLY CAUSED, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Term and Termination.
a) Term. This Agreement shall commence upon installation of the Licensed Software and shall continue unless otherwise terminated in accordance with this Section 7.
b) Termination. Either party may terminate this Agreement at any time upon notice to the other party.
c) Effect of Termination. Upon termination of this Agreement: (i) the license to the Licensed Software immediately terminates; and (ii) Licensee shall cease all use of the Licensed Product, and return or destroy, all Confidential and Proprietary Information in its possession or control. Licensee shall certify to IEA in writing, within fifteen (15) days after such termination, that Licensee has complied with the foregoing sentence.
The provisions contained in Sections 4, 5, 6, 7, and 10 shall survive the termination of this Agreement for any reason in accordance with their respective terms.
9. Export Regulations.
The transfer of technology across national boundaries is regulated by some Governments. Licensee shall not acquire, ship, transport, export, or re-export the Licensed Product, directly or indirectly, into any country in violation of any applicable law nor will Licensee use the Licensed Product for any purpose prohibited by such laws.
a) Severability. If any provision of this Agreement shall be determined to be void, invalid, unenforceable or illegal for any reason, then the validity and enforceability of all of the remaining provisions hereof shall not be affected thereby. Furthermore, if any particular provision of this Agreement shall be adjudicated to be invalid or unenforceable, then such provision shall be deemed amended by limiting and reducing it so to be as close to the parties’ intent while remaining valid and enforceable to the maximum extent compatible with the applicable laws of such jurisdiction, such amendment only to apply with respect to the operation of such amendment only to apply with respect to the operation of such provision in the applicable jurisdiction in which the adjudication is made.
b) Waiver and Remedies. No waiver by either of the parties hereto of any failure by the other party to keep or perform any covenant or condition of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other covenant or condition. Except for those remedies denominated as sole and exclusive remedies in this Agreement, the remedies herein provided shall be deemed cumulative, and the exercise of one shall not preclude the exercise of any other remedy nor shall the specifications of remedies herein exclude any rights or remedies at law or in equity which may be available.
c) Transferability. Licensee shall not assign, transfer or encumber the rights granted under this Agreement, in whole or in part, without obtaining the prior written consent of IEA.
d) Governing Law. This Agreement shall be construed and interpreted and its performance shall be governed by the laws of the Netherlands, without regard to conflicts of law principles of any jurisdiction in any country throughout the world.
e) Acknowledgement in Publications. Licensee shall include acknowledgement of IEA’s ownership of the IEA’S IDB ANALYZER Software in all publications.
f) Amendments. This Agreement may not be modified or amended except in a writing executed by authorized representatives of both parties whereupon such new documentation shall become a supplement to this Agreement.
g) Entire Agreement. This Agreement, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all other oral or written representations, statements, promises, agreements and letters or other expressions of intent of any kind with respect to the subject matter hereof between them.
BY INSTALLING THE SOFTWARE AND CLICKING THE “I AGREE” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK “I DO NOT AGREE” AND RETURN THE LICENSED SOFTWARE TO THE ADDRESS LISTED ABOVE.