QUIKDRAW CORPORATION SOFTWARE LICENSE AGREEMENT, REFUND POLICY, AND PRIVACY STATEMENT
1. LICENSE GRANT. Subject to the terms set forth in this Agreement, you may use the enclosed computer product ("Software Product"), including the enclosed object code version of the software ("Software") and all associated software documentation furnished with this package on the number of computer systems for which you have paid the applicable fees solely for your internal business purposes in the country in which the Software Product was furnished to you. You may make one copy of the Software for backup purposes, provided that you reproduce all copyright and other proprietary notices that are on the original copy of the Software. The Software Product is licensed, not sold, to you for use only upon the terms of this Agreement, and QUIKDRAW and/or its suppliers reserve all rights not expressly granted to you. You own the media on which the Software is recorded, but QUIKDRAW and/or its suppliers retain ownership of the Software itself.
2. RESTRICTED USE. You may not use, copy, or modify the Software Product, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. You may not copy the documentation accompanying the Software without QUIKDRAW' express written consent. You may not rent, resell for profit, sublicense, lease or otherwise transfer the Software Product. You may not reverse engineer, decompile, or disassemble the Software Product.
3. MAINTENANCE. You may acquire maintenance, training and installation, and consulting services ("Services") from QUIKDRAW under this Agreement and the applicable QUIKDRAW policy in effect at the time the services are ordered.
4. LIMITED WARRANTY/REFUND POLICY; DISCLAIMER. QUIKDRAW warrants to you (the original Licensee) for ninety (30) days ("the Warranty Period"), from the date of delivery to you of the Software Product, as evidenced by a copy of your license purchase receipt, that the Software Product shall be in operable condition as described in the documentation provided with the Software, and that the media upon which the Software Product is furnished to you will be free from defects in material and workmanship under normal use. QUIKDRAW does not warrant that the Software Product will function without error or interruptions. QUIKDRAW does not warrant nor do we imply that the Software Product conforms or meets ANY past, current or future Local, State, Provinces, Territories, Federal or National Laws or Regulations. The enclosed agreements created by the system are to be used as samples only and should not be used unless approved by local legal counsel. All regulatory compliance is the sole responsibility of the customer purchasing this product. In the event that the Software Product fails to conform to such warranty, QUIKDRAW' sole and exclusive liability hereunder to you shall be the repair or replacement of the non-conforming Software Product or a refund of the Software Product's purchase price only when you return the Software Product to QUIKDRAW' authorized dealer with the receipt within the warranty period.
FOR WARRANTY ASSISTANCE, YOU MAY RETURN THE SOFTWARE PRODUCT TO THE RESELLER FROM WHICH YOU PURCHASED THIS LICENSE. EXCEPT AS WARRANTED ABOVE, THIS SOFTWARE PRODUCT IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NON-INFRINGEMENT.
5. SERVICE WARRANTY. QUIKDRAW warrants that its services will be of a professional quality conforming to generally accepted industry standards for a period of forty five (45) days from completion of the services. For services not performed as warranted in the preceding sentence QUIKDRAW will, at its discretion, either perform the services again or refund the relevant fees paid for such deficient services. This is your exclusive remedy and QUIKDRAW' sole liability arising in connection with this service warranty.
6. NO OTHER WARRANTIES. The agents, employees, distributors, and dealers of QUIKDRAW are not authorized to make modifications to these warranties nor are additional warranties binding on QUIKDRAW. Accordingly, additional statements such as dealer advertising or presentations, whether oral or written, do not constitute warranties by QUIKDRAW and should not be relied upon as warranties of QUIKDRAW.
THE WARRANTIES SET FORTH IN SECTIONS 4 AND 5 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND QUIKDRAW EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES OF NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
7. TERMINATION. This License is effective until terminated and terminates without notice from QUIKDRAW if you fail to comply with any of its provisions. Upon termination you shall promptly destroy the Software Product and all copies or portions thereof, and within ten (10) days certify in writing to QUIKDRAW that all copies have been destroyed.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL QUIKDRAW OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY PERSON FOR ANY INCIDENTAL, INDIRECT, REGULATORY, LEGAL, CIVIL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF CUSTOMERS, LOSS OF GOODWILL, LOSS DUE TO REGULATORY NON-COMPLIANCE, LOSS DUE TO REGULATORY FINES, LOSS DUE TO CIVIL OR CRIMINAL LITIGATION, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS INCLUDING COVER AND RELIANCE, EVEN IF QUIKDRAW, ITS RESELLERS, SUPPLIERS OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QUIKDRAW' TOTAL LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE PRODUCT. QUIKDRAW SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR SOFTWARE PRODUCT ALTERED, MODIFIED, OR CONVERTED, OR FOR DAMAGES RESULTING FROM ACCIDENT, ABUSE, OR MISAPPLICATION, OR FOR PROBLEMS DUE TO THE MALFUNCTION OF EQUIPMENT OR SOFTWARE NOT SUPPLIED BY QUIKDRAW. THESE LIMITATION OF LIABILITY ARE REFLECTED IN THE PRICE OF THE SOFTWARE LICENSE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE ALLOCATION OF RISKS AND LIMITATIONS OF LIABILITY AND DAMAGES ARE DELIBERATE AND THE CONSIDERATION WAS DETERMINED ACCORDINGLY.
9. INDEMNITY. You agree to indemnify, defend and hold QUIKDRAW harmless against any claims, lawsuits or damages by persons or entities with whom you have used the Software Product.
10. U.S. GOVERNMENT RESTRICTED RIGHTS. This Software Product is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided in FAR 52.227-19, FAR 12.212(a), FAR 52.227-14 (ALT III), DFAR 252.227-7013(c)(1)(ii) (Oct. 1998), or DFARS 227.7202-1(a) and 227.7202-3(a)(1995), as applicable. QUIKDRAW Software Corporation dba QUIKDRAW SOFTWARE INC, 1540 28th Street, Boulder, CO 80303
11. COMPLIANCE WITH LAW. Each party agrees to comply with all applicable laws, rules, and regulations in connection with its activities under this Agreement. Without limiting the foregoing, you acknowledge that the Software Product, including documentation and other technical data, is subject to export controls imposed by the U.S. Export Administration Act of 1979, as amended (the "Act"), and the regulations promulgated thereunder. You will not export or reexport (directly or indirectly) the Software Product or other technical data therefor without complying with the Act and the regulations thereunder.
12. GENERAL. You agree to pay any tax assessed to this Software Product, other than QUIKDRAW' net income or franchise tax. The parties disclaim the application of the United Nations Convention on the International Sale of Goods. This Agreement will be governed by the laws of the State of COLORADO, without regard to or application of conflicts of law rules or principles. The prevailing party in any litigation arising out of this Agreement will be entitled to recover, in addition to any other relief awarded or granted, its reasonable costs and expenses, including attorney's fees incurred in the proceedings. This Agreement may not be assigned without QUIKDRAW' prior written consent, and any attempt to do so without such consent is void. If any provision of this Agreement is held to be unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force. This Agreement is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between us in relation to the subject matter of this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
THE SOFTWARE PRODUCT IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
DO NOT OPEN THIS PACKAGE OR USE THE SOFTWARE UNTIL YOU HAVE READ THE SOFTWARE LICENSE AGREEMENT CONTAINED IN THE QUIKDRAW SOFTWARE LICENSE BOOKLET OR USER'S MANUAL. BY OPENING THIS PACKAGE (OR AUTHORIZING ANY OTHER PERSON TO DO SO), YOU ACCEPT THE SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE, YOU MAY NOT USE THE SOFTWARE; HOWEVER, YOU MAY RETURN THE MEDIA PACKAGE AND ALL ACCOMPANYING ITEMS (INCLUDING WRITTEN MATERIALS AND BINDERS OR OTHER CONTAINERS)
TO THE PLACE YOU OBTAINED THEM FOR A REFUND OF THE PURCHASE PRICE PAID, IF ANY; OR YOU MAY WRITE,
455 E. Pikes Peak Ave., Suite 103
Colorado Springs, CO 80903