Qu-Soft Software

SOFTWARE LICENSE

BY USING THE SOFTWARE OR CLICKING ACCEPT OR OTHERWISE AGREEING TO THIS AGREEMENT, YOU THE CUSTOMER IS AGREEING TO BE BOUND BY THE AGREEMENT.  IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER’S OR THAT THIRD PARTY’S BEHALF.

This agreement is between Qu-Soft, LLC, a Texas limited liability company (Qu-Soft) and the customer entering into this agreement (Customer). The Qu-Soft software, modifications, enhancements, documentation and license keys provided to Customer (Software) are licensed and are not sold.

1. This agreement describes the licensing of the Software, the associated web service, technical support and implementation services provided to Customer under an order.
2. LICENSE AND CLOUD SERVICES/QUICK BASE TERMS. Subject to the other terms of this agreement, Qu-Soft grants Customer, under an order, a term based non-exclusive, non-transferable license up to the license capacity purchased to operate the Software. If Customer has not purchased a license for a fee, then the Software is licensed under a 30-day trial license, during which the Software is provided AS IS.
   1. The Software connects to and requires access to Qu-Soft Quick Base cloud services and may enable access to other Qu-Soft and Third-Party Services (defined below) and web sites (collectively, Services).
   2. Quick Base Requirements and Terms.
      • Quick Base Terms of Service.Use of the Quick Base services is subject to the following which may be located at (but not limited to) https://www.quickbase.com/terms-of-service or any successor link. Quick Base may make changes its terms of service or offering, and that may require changes to the Software. Qu-Soft is not liable for any damages or costs incurred by Customer if Qu-Soft needs to modify the Software to address changes to Quick Base.
      • Quick Base Realm.Customer must submit its realm name of its Quick Base user account “yourrealname”.quickbase.com) along with the application “dbid” in order for the Software or Services to function properly. Otherwise known as a “Qu-Soft, LLC ID”.
      • Quick Base Fees Are Excluded.The Software and Service fees excludes the Customer’s cost of Quick Base subscription’s fees.
      • Required Quick Base Plans.Customer must be enrolled in a Quick Base Premier Plan or greater for the Software to operate.
      • Third Party Services.Certain Services that may display, include or make available content, data, information, applications or materials from third parties (Third Party Materials) or provide links to certain Third-Party web sites. Qu-Soft is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or web sites. Qu-Soft, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Third-Party Services, Third-Party materials or web sites, or for any other materials, products, or services of third parties. Third-party materials and links to other web sites are provided solely as a convenience to you.
      • Diagnostic Data.If Customer opts in to diagnostic and usage collection, Customer agrees that Qu-Soft and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to unique system or hardware identifiers, information about Customer’s computer, system and application software, and peripherals, that is gathered periodically to provide and improve Qu-Soft products and services, facilitate the provision of software updates, product support and other services to you (if any) related to the Software, and to verify compliance with the terms of this agreement. Qu-Soft may use this information, as long as it is collected in a form that does not personally identifiable, for the purposes described above.
   3. Qu-Soft Technical Support.Qu-Soft’s technical support program is included with the license fee. For more information on support this located on the Qu-Soft website at https://qu-soft.net/getthesoftware/supportandcustomization.html. This program may change but will not materially degrade during a paid term. If Customer edits, changes, deletes a field, code page or relationships within the Software then the Software will not operate (any services work by Qu-Soft to fix this type of issue will require an additional fee and is not included in technical support)).
3. Customer may not:
   • Transfer, assign, sublicense, rent, modify, or create derivative works of the Software or Services, or use it in any type of service provider environment or make the Software available over a network;
   • Reverse engineer, decompile, disassemble, or translate the Software or Services; or
   • Evaluate the Software or Services for the purpose of competing with Qu-Soft or developing a software product with similar functionality, or operate the Software or Services other than in accordance with its technical documentation.
4. Customer will pay all fees due on receipt of an invoice, unless otherwise provided on an order, plus applicable sales, use and other similar taxes.
5. MUTUAL CONFIDENTIALITY.
   1. Definition of Confidential Information.Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Qu-Soft’s Confidential Information includes without limitation the Software and Service (including without limitation the Software’s and Service’s user interface design and layout, custom code pages, and pricing information). All code and information regarding the Software and Services is considered a trade secret by Qu-Soft, including without limitation all source code.
   2. Protection of Confidential Information.The Recipient may not disclose to any third party (except as provide below) or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive and protective than the confidentiality terms of this agreement.
   3. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) is received from a third party without breach of any obligation owed to Discloser, or (iii) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order.
6. PROPRIETARY RIGHTS.The software, services, workflow processes, user interface, designs, technical documentation, and other technologies provided by Qu-Soft as part of the Software or Service are the proprietary property of Qu-Soft and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights and including without limitation all Customer specific or requested enhancements, code pages, or modifications, remain only with Qu-Soft and its licensors, and are included with the Software license For the avoidance of doubt, any requests for custom code pages under an order or SOW are governed by this agreement and Qu-Soft solely owns all intellectual property rights in and to such modification or enhancements. The Software and Services are protected by applicable copyright and other intellectual property laws. Customer may not remove any product identification, copyright, trademark or other notice from the Software or Service. Qu-Soft reserves all rights not expressly granted.
7. For new license purchases, Qu-Soft warrants that the Software will perform in substantial accordance with its accompanying product documentation for a period of 30 days from the order date. This warranty will not apply to any problems caused by software other than the Software, use other than in accordance with the product documentation, or misuse of the Software (for the avoidance of doubt, if Customer edits, changes or deletes a field, codepage or relationship within the Software then the Software will not operate (any services work by Qu-Soft to fix this type of issue will require an additional fee and is NOT covered by this warranty)). IF CUSTOMER BELIEVES THERE IS A BREACH OF THE ABOVE WARRANTY, THEN CUSTOMER MUST NOTIFY QU-SOFT WITHIN THE WARRANTY PERIOD (OR 30 DAYS AFTER THE END OF THE WARRANTY PERIOD) AND PROVIDE REASONABLE COOPERATION TO QU-SOFT. QU-SOFT WILL USE COMMERCIALLY REASONABLE EFFORTS TO REMEDY COVERED DEFECTS WITHIN A REASONABLE PERIOD OF TIME OR REPLACE THE SOFTWARE, OR IF QU-SOFT CANNOT DO SO IT WILL REFUND THE LICENSE FEE PAID BY CUSTOMER IF ANY. THIS REMEDY IS CUSTOMER’S EXCLUSIVE REMEDY, AND QU-SOFT’S SOLE LIABILITY FOR THESE WARRANTY CLAIMS. QU-SOFT DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. QU-SOFT IS NOT RESPONSIBLE FOR THE AVAILABILITY OF THE UNDERLYING QUICK BASE PLATFORM SERVICE.
8. This agreement expires at the end of the license period specified in the accompanying order, except that this agreement will terminate automatically upon any breach by Customer of this agreement. Customer may terminate this agreement upon a material breach Qu-Soft after a 30-day notice/cure period, if the breach is not cured during such time period. Upon termination of this agreement or a license, Customer must discontinue using the Software, de-install and destroy the Software and all copies, within 5 days. Upon Qu-Soft’s request, Customer will provide written certification of such compliance.
9. LIMIT ON LIABILITY.
   1. EXCLUSION OF INDIRECT DAMAGES. Qu-Soft is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue or anticipated cost savings), even if it knows of the possibility of such damage or loss or if the damage or loss is foreseeable.
   2. TOTAL LIMIT ON LIABILITY. Qu-Soft’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid or payable by Customer for the license to the Software.
10. GOVERNING LAW AND EXCLUSIVE FORUM. This agreement is governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Travis County, Texas, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in litigation is entitled to recover its attorneys’ fees and costs from the other party.
11. OTHER TERMS.
    1. Entire Agreement.This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding.
    2. Non-Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement and all orders may be assigned, without the consent of the other party, as part of a merger, or sale of all or substantially all of the business or assets, of a party.
    3. Independent Contractors.The parties are independent contractors with respect to each other.
    4. Enforceability and Force Majeure.If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
    5. Order of Precedence.If there is an inconsistency between an order and this agreement, the order prevails.
    6. Survival of Terms.Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.
    7. Money Damages Insufficient.Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
    8. Compliance Audit.No more than once in any 12-month period and upon at least 30 days advance notice, Qu-Soft (or its representative) may audit Customer’s usage of the Software at any Customer facility. Customer will cooperate with such audit. Customer agrees to pay within 30 days of written notification any fees applicable to Customer’s use of the Software in excess of the license.
    9. Modification Only in Writing.No modification or waiver of any term of this agreement is effective unless signed by both parties.
    10. Export Compliance.Customer must comply with all applicable export control laws of the United States, foreign jurisdictions and other applicable laws and regulations.
    11. US GOVERNMENT RESTRICTED RIGHTS.If Customer is a United States government agency or acquired the license to the Software hereunder pursuant to a government contract or with government funds, then as defined in FAR §2.101, DFAR §252.227-7014(a)(1) and DFAR §252.227-7014(a)(5) or otherwise, all Software provided in connection with this agreement are “commercial items,” “commercial computer software” or “commercial computer software documentation.” Consistent with DFAR §227.7202 and FAR §12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution by or for the United States government is governed solely by the terms of this agreement and is prohibited except to the extent permitted by the terms of this agreement.
    12. If Customer provides feedback or suggestions about the Software or Services, then Qu-Soft (and those it allows to use its technology) may use such information without obligation to Customer.
    13. No PO Terms.Qu-Soft rejects additional or conflicting terms of a Customer’s form-purchasing document.
    14. Open Source.The Software may contain embedded open source software components, which are provided as part of the Software and for which additional terms may be included in the technical documentation or the Qu-Soft website.