Enterprise Software License Agreement

ENTERPRISE SOFTWARE LICENSE AGREEMENT. By PURCHASING THIS SOFTWARE YOU ARE AGREEING TO THE TERMS OF THIS END USER LICENSE AGREEMENT (“EULA”) FOR YOURSELF AND, IF YOU HAVE OBTAINED THE ELECTRONIC FILE LICENSED HEREBY (“SOFTWARE”) FOR AN ENTITY, THEN FOR THAT ENTITY. If you are OBTAINING the Software for an entity, then you represent and warrant to REQUIREMENTS QUEST (“LICENSOR”) that you have authority to bind such entity to this EULA. This EULA is a legally binding contract. DO NOT PROCESS unless you agree to the terms of this EULA.

LEGAL AGREEMENT: In consideration of the license fee you have paid for the Software, you (the entity for which Software is obtained, referred to herein as the “Licensee”), accept and agree to be bound by the terms and conditions of this EULA with Licensor.

COPYRIGHT: The Software is a product of Licensor and its licensors. The Software is protected by the copyright laws of the United States and international treaties. Except as specifically granted herein, all rights are reserved by Licensor. The Software is proprietary material for use by Licensee subject to the terms of this EULA. Unauthorized use, duplication, or distribution of Software in whole or in part is strictly prohibited.

OWNERSHIP OF SOFTWARE: Software is licensed, not sold, to Licensee by Licensor for use only pursuant to the terms and conditions contained within this EULA, and Licensor and its licensors reserve all rights not expressly granted to Licensee. Licensor and its licensors retain ownership of Software itself. Certain information contained in Software is proprietary in nature, including but not limited to look and feel, formats and organization. Licensee shall safeguard Software with a degree of care commensurate with reasonable standards of security for protection of such information.

LICENSE TO USE: This EULA grants the user the non-exclusive and non-transferable right to use the Software solely as specified herein. If Software is licensed for personal computer (PC) use, then Licensee may use this copy on one (1) PC at a time, and such PC may only be used by one (1) person at a time. If Software is licensed for use on the Licensee’s Intranet, then Licensee may use this copy of the Software on its Intranet.

THIS COPY OF SOFTWARE MAY NOT BE USED (RUN) OVER A WIDE AREA NETWORK ENVIRONMENT (WAN), OR OVER THE INTERNET, INCLUDING BUT NOT LIMITED TO CITRIX WINFRAME, METAFRAME OR SIMILAR, OR VIRTUAL PRIVATE NETWORK. A SEPARATE LICENSE AND MEDIA FOR SUCH USE MUST BE OBTAINED FROM LICENSOR.

RESTRICTIONS: The license granted in this EULA is for use solely by the original Licensee and its employees (if applicable). Licensee may not rent, sub-license, transfer, or lease, in whole or in part, the Software to a third party, whether for payment or not. Licensee may not assign this EULA or the license granted herein without Licensor’s prior written consent, which may be given or withheld in Licensor’s sole discretion. Licensee shall not in whole or in part, alter, modify, reverse engineer, translate, decompile, disassemble, or debug the Software, or create derivative works or versions thereof. Licensee shall not copy the enclosed media. Licensee may install the Software only on the intended operating computer for the intended purpose and one additional computer designated as a disaster recovery computer, provided that the disaster recovery computer does not provide access to the Software simultaneously while the operating computer is in use. Licensee may retain the enclosed media as a physical backup.

TERMINATION: This EULA will remain in full force and effect until terminated. This EULA will terminate immediately and without notice if: (i) Licensee returns this copy of the Software to Licensor and such return is accepted by Licensor; (ii) the enclosed media containing the Software in whole or in part is lost or stolen; or (iii) Licensee fails to comply with the terms of this EULA. Upon any termination of this EULA for any reason, Licensee agrees to destroy any copies of the Software media then in Licensee’s possession as well as any copies of the Software in Licensee’s possession in any other form or format.

REPLACEMENT OF LOST OR STOLEN MEDIA: The downloaded media is extremely valuable. Licensee shall safeguard it at all times. If the downloaded media is lost or stolen, Licensee shall immediately notify Licensor. Licensor may, but is not required to, provide a replacement copy for the lost or stolen copy of the Software.

SALES & USE TAXES: Licensee shall be responsible to account for and remit all federal, state and local sales tax, and/or use tax and/or Value Added Tax, and/or any import duty by any governmental authority imposed during the term or after the termination of this license, including but not limited to taxes imposed retroactively by a taxing authority, less any amount of any taxes that Licensor has collected from Licensee at the time of purchase. In no event shall Licensor be responsible for determining whether the appropriate tax is due by Licensee.

Indemnification of LICENSOR: Licensee shall indemnify Licensor against all third party claims, demands, actions, losses, damages, liabilities, and costs, including reasonable legal fees, reasonably incurred in the defense of any claim arising out of Licensee’s breach of this EULA or Licensee’s unauthorized use of Software.

LIMITED WARRANTY OF SOFTWARE PERFORMANCE: For a period of thirty (30) days from date of purchase or download, Licensor warrants that Software will perform substantially according to the published documentation specific to the version of Software licensed hereunder. Licensee’s sole and exclusive remedy for a breach of the forgoing warranty of product performance shall be that, Licensor shall, in its sole discretion and at no charge to Licensee and within a reasonable time, either (i) repair or replace Software with a version that is not in breach of such warranty, or (ii) terminate this EULA and refund Licensee’s purchase price for Software.

LIMITED WARRANTY OF MEDIA: Licensor warrants that for a period of thirty (30) days from the date of purchase, the media on which the Software is recorded is free from defects in materials and workmanship under normal use. Licensee’s sole and exclusive remedy for a breach of the foregoing warranty is that Licensor will replace defective media without charge. A Return Materials Authorization (RMA) must be obtained from Licensor prior to the return of such defective materials and the replacement thereof.

Notwithstanding the foregoing, Licensor reserves the right to refuse replacement of defective media if: (i) an RMA is not obtained; (ii) this EULA has been terminated; or (iii) Licensee has otherwise failed to comply with the terms of this EULA.

NO OTHER WARRANTIES: THE LIMITED WARRANTIES PROVIDED ABOVE ARE THE ONLY WARRANTIES PROVIDED BY LICENSOR. LICENSOR AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND ANY RESULTS ARISING FROM THE USE OF THE SOFTWARE IS BORNE BY LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS EULA. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.

LIMITATION OF LIABILITY: IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ECONOMIC LOSS, LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE TO LICENSEE FOR ANY REASON FOR ANY AMOUNT IN EXCESS OF THE LICENSE FEE PAID BY LICENSEE FOR THE SOFTWARE.

MISCELLANEOUS: The provisions of this EULA shall be considered as severable, so that the invalidity or unenforceability of any provisions will not affect the validity or enforceability of the remaining provisions; provided that no such severability shall be effective if it materially changes the economic benefit of this EULA to either party.

This EULA is the entire agreement between the parties with regard to the subject matter of this EULA and supersedes and incorporates all prior or contemporaneous representations, understandings or agreements, and may not be modified or amended except by an agreement in writing signed between the parties hereto. No terms or conditions contained in any purchase order shall amend this EULA or shall otherwise constitute an agreement between the parties.

The validity, construction and enforcement of this EULA shall be determined in accordance with the laws of Wisconsin, USA, without reference to its conflicts of laws principles, and any action arising under this EULA shall be brought exclusively in Madison, Wisconsin, USA. You consent to the personal jurisdiction of the state and federal courts located in Wisconsin, USA.

The parties agree that the terms and conditions of this EULA shall not be construed in favor of or against any party by reason of the extent to which any party participated in the preparation of this document.

Except as otherwise explicitly provided herein, any rights, duties and limitations that by their nature extend beyond the termination of this EULA shall survive the termination of this EULA.