Decision-Based Learning (DBL) Software License Agreement
BY CLICKING “I ACCEPT,” ACCESSING THE SOFTWARE, DOWNLOADING OR INSTALLING THE SOFTWARE, OR BY OTHERWISE USING THE SOFTWARE, YOU INDICATE YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU ARE BINDING YOURSELF AND THE BUSINESS ENTITY THAT YOU REPRESENT (COLLECTIVELY, “LICENSEE” OR “USER”) TO THIS AGREEMENT.
The following terms of this License Agreement (the “Agreement”) govern Licensee’s access and use of the Software, except to the extent (a) there is a separate signed agreement between Licensee and Conate governing Licensee’s use of the Software or (b) the Software includes a separate “click-accept” license agreement as part of the installation and/or download process.
Section 1: Software License Agreement
1.01 This is an agreement for a limited, non-exclusive license, not a transfer of title, between Licensee and Conate, Inc. (“Conate”) governing Licensee’s use of the Software.
Section 2: Conate Intellectual Property and Proprietary Rights
2.01 The Decision-Based Learning (DBL) software (the “Software”) is a proprietary, patented, and patent-pending product of Conate and is protected by copyright and trade secret laws. Copyright laws prohibit making any copies of the Software for any reason. Licensee also may not copy the written materials, if any, accompanying the Software.
2.02 Licensee acknowledges that the copyrights, trade secrets, and all other intellectual property in the Software and the Confidential Information (as defined in Section 7 below) are owned by Conate. Except as expressly set forth herein, Conate does not convey any rights to you or any other User.
2.03 If Licensee receives any external requests for copies of or access to all or part of the Software, Licensee will ask the people making these requests to direct their requests to Conate.
2.04 You or a User may provide feedback or suggestions about the features, functions, or operation of the Services (“Feedback”). Conate may freely use and exploit the Feedback (without any obligations or restrictions). You and the Users are not required to provide Feedback and Conate is not required to use or incorporate Feedback into any of its products or Services.
2.05 Conate owns all rights to the Statistical Data, which means data generated or related to the provision, operation or use of the Software, including measurement and usage statistics, configurations, survey responses, and performance results. Conate may use the Statistical Data for its own business purposes (such as improving, testing, and maintaining the Software and related services and developing additional products and services), and from time to time, provided that it does not reveal the identity, directly or indirectly, of any User or entity, may publish Feedback and aggregated Statistical Data.
2.06 Nothing in the Terms gives you a right to use any of Conate’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
Section 3: Your Content
3.01 As between the parties, you own all rights, title, and interest in and to the Content in your account, including all intellectual property and proprietary rights therein. Except as expressly set forth herein, Conate acquires no right, title, or interest from you hereunder in or to your Content. “Content” means the data, information, images, and other content that is uploaded to, imported into or created in the subscription Service by the Users, but does not include Statistical Data (as defined herein).
3.02 You hereby grant Conate a worldwide, non-exclusive, non-transferable, right to access, use and process the Content: (a) as requested by you or a User; (b) as necessary to manage accounts, provide Support and provide and improve the Services, including to identify, investigate, or resolve technical or security problems with the Services and to detect and protect against fraud; and (c) as required by applicable law, regulation, legal process or enforceable governmental request and to detect and prevent violations of these Terms.
3.03 If you believe that Conate, or any User, has violated a copyright, trademark or other intellectual property right you claim in your work, please contact us at info@conateinc.com Conate responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA).
Section 4: License
4.01 Conate grants to Licensee a nonexclusive, non-transferable right to use the Software for Licensee’s internal non-commercial purposes for which Licensee has paid the required license fees (if any), provided Licensee complies with the restrictions set forth in Section 5 (Restrictions on Software Rights). Such internal non-commercial purposes do not include use by any parent, subsidiary, or affiliate of Licensee, or any other third party, and Licensee shall not permit any such use.
Section 5: Restrictions on Software Rights
5.01 Licensee agrees not to rent, lease, sublicense, distribute, transfer, copy, reproduce or permit unauthorized access to the Software, or permit third parties to do the same. Licensee may not transfer this license to another person or entity.
5.02 Licensee shall not, without Conate’s express written consent, electronically transfer the Software through a LAN or other network system or through any computer subscriber system or “bulletin board” system.
5.03 Licensee shall not create derivative works based upon, make error corrections to or otherwise modify, reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the Software, except to the extent enforcement of the foregoing is prohibited by applicable law.
5.04 Licensee shall not use or permit the Software to be used to perform services for third parties without the express written authorization of Conate.
5.05 Licensee warrants and agrees that it will not use the Software for any illegal purpose, including unauthorized use of intellectual property belonging to third parties (e.g., the posting of copyright-protected content).
Section 6: Protection of Software
6.01 Licensee agrees to take all reasonable steps to protect the Software and documentation, if any, from unauthorized copying or use. The Software source code represents and embodies trade secrets of Conate. The source code and embodied trade secrets are not licensed to Licensee and any modifications, additions or deletions are strictly prohibited.
Section 7: Confidentiality
7.01 Confidential Information
“Confidential Information” shall mean non-public, proprietary, business, technical, security, legal, or financial information that is either marked or identified as Confidential Information or would reasonably be understood to be confidential, including information about products, processes, services, trade secrets, marketing and business plans, client lists, financial information, system architecture, security programs, and intellectual property. Licensee acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation, or other entity, other than Licensee’s employees with a need to know such Confidential Information to perform employment responsibilities consistent with Licensee’s rights under this Agreement. Licensee shall safeguard and protect the Confidential Information from theft, piracy, or unauthorized access in a manner at least consistent with the protections Licensee uses to protect its own most confidential information. Licensee shall inform its employees of their obligations under this Agreement, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by Conate, to prevent any unauthorized disclosure, copying or use of the Confidential Information. Licensee acknowledges and agrees that in the event of the Licensee’s breach of this Agreement, Conate will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, Conate shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy Conate may have.
7.02 Unauthorized Disclosure
Licensee shall notify Conate immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by Licensee, and shall fully cooperate with Conate to help Conate regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.
Section 8: Disclaimer of Warranty and Limitation of Remedy
8.01 Conate 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. THE SOFTWARE IS PROVIDED ON AN “AS IS AND WHERE IS” BASIS WITHOUT WARRANTY OF ANY KIND OR DESCRIPTION EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND ANY DOCUMENTATION. IN NO EVENT WILL CONATE BE LIABLE TO LICENSEE FOR DAMAGES, INCLUDING ANY LOSS OF PRODUCTION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF REVENUE, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF LICENSEE’S USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF CONATEOR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONTE WILL NOT BE LIABLE FOR ANY SUCH CLAIM BY ANOTHER PARTY. UNDER NO CONDITIONS WILL CONANT’S LIABILITY EXCEED THE PURCHASE PRICE OF THIS SOFTWARE.
Section 9: Term and Termination
9.01 This Agreement is effective from the date Licensee accesses the Software and will remain in force until terminated.
9.02 Conate may terminate this License Agreement if Licensee breaches any of the terms and conditions. Upon termination of this Agreement for any reason, Licensee shall cease access to and return the Software copies and documentation, if any, to Conate. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Conate’s proprietary rights shall survive termination.
Section 10: Indemnification
10.01 Licensee agrees to indemnify Conate against any loss or expense, including reasonable attorneys’ fees, incurred by Conate on account of Licensee’s use, misuse, transfer or unauthorized copying of this program or other breach of the provisions of this License Agreement.
Section 11: Support, Maintenance & Future Versions
11.01 Licensee acknowledges that Conate has no obligation to provide any type of support for the Software, including but not limited to any maintenance, training or other services.
11.02 This Agreement does not entitle Licensee to any future version, upgrade, update, bug fix or modified version of the Software from Conate unless and to the extent only that Conate elects to make any future version or release available to Licensee. Any such future version or release made available by Conate to Licensee shall be governed by this Agreement unless Conate makes the future version or release available under a different agreement (in which case the different agreement will govern).
Section 12: Force Majeure
12.01 Conate will be free from liability to the Licensee where Conate is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, epidemic, contagion, war, any resulting government restrictions or any other unforeseen and uncontrollable event where Conate has taken appropriate action to mitigate the effects of such an event.
Section 13: General Provisions
13.01 If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement.
13.02 Conate will appreciate any comments or suggestions that will improve the Software. Licensee agrees that it hereby relinquishes all rights associated with any comments or suggestions made by Licensee to Conate if those ideas are used to improve the Software. Conate may, at Conate’s sole discretion, share the improved Software with Licensee.
13.03 Any and all rights not expressly granted in this Agreement are reserved by Conate. Unless expressly provided in this Agreement, no rights are provided to Licensee under any patents, patent applications, copyrights, trade secrets or other proprietary rights of Conate. Licensee shall not, without the express written permission of Conate, use any of Conate’s marks, names, logos, trademarks or indicia (collectively “Trademarks”), nor do or cause to be done any act or thing that would impair Conate’s rights in its Trademarks or damage the reputation for quality inherent in its Trademarks.
13.04 This Agreement is governed by the laws of the State of Utah. This Agreement sets forth the entire agreement between the parties concerning the subject matter hereof and may be amended only in a writing signed by both parties.
13.05 Failure to comply with any of the terms of this Agreement will be considered a material breach of this Agreement.
13.06 This Agreement does not create or imply any relationship in agency or partnership between Conate and the Licensee.