This End-User License Agreement (the Agreement), effective as of the date you accept the terms hereof (unless returned as specified above, the Effective Date), is entered into between Etech Global Services (“Licensor”), hereafter referred as “Etech” and Licensee.
Licensee means the User, together with the business or other entity for which the Licensed Products are obtained.
User means either Licensee (if Licensee is an individual) or any Licensee employee or contractor who is authorized by Licensee, in compliance with the terms of this Agreement, to use the Licensed Products. Licensee agrees to be responsible for the acts and omissions of its Users. The User includes the agent (“Agent”) of the User who shall have an account for logging in to the QEval Panel and who is authorized to receive incoming dialogues by means of the Software and Licensed Product.
Licensed Products means, collectively, the Software, Content, and Updates, and all related Documentation.
Software means any Licensor computer program (in object code) accompanying this Agreement.
To use the Services, you must complete and submit an online registration form (the “Registration Form”). As part of this registration process, you agree to: ( i ) provide certain limited information about Yourself as prompted to do so during the registration process or thereafter by the Service (such information to be current, complete and accurate) and (ii) maintain and update this information as required to keep it current, complete and accurate.
By registering, you represent to Etech that You are 18 years of age or older. If Etech discovers that any of Your Account Data is inaccurate, incomplete or not current, or if Etech determines, in its sole discretion, that You are not an appropriate subscriber or user of the Service, Etech may immediately terminate your right to access, receive, use and license the Service and its related software.
When using the QEval You may view, collect, transmit, store and or share certain data, information, files, etc. (altogether “Service Data”). Etech does not own any Service Data and specifically disclaims any responsibility for any Service Data that You or any other user collects, posts or produces while using the Service. Etech agrees that these Terms do not grant Etech any ownership rights to Service Data and Etech agrees not access or use any Service Data for any purpose other than to the extent necessary to provide the Service to You. Etech does not select or screen Service Data and does not review, test, confirm, approve or verify the accuracy of any Service Data. You are solely responsible for any and all Service Data that You produce, transmit and/or store in the Service. To the extent that any of Your Service Data contains third party information, files or data, it is solely Your responsibility to properly notify or obtain any applicable thirty-party consent.
This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. Terms set forth in Licensee’s Purchase Order (or any similar document) that are in addition to or at variance with the terms of this Agreement are specifically waived by Licensee. All such terms are considered to be proposed material alterations of this Agreement and are hereby rejected. No waiver, consent or modification of this Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflicts of law provisions. The parties agree to the exclusive jurisdiction of the state and federal courts located in, or having jurisdiction over Texas.
Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested. Notices shall be delivered to the address specified by Licensee when the Licensed Product was ordered, or to the address above for Licensor, as the case may be, or at such other address designated in a subsequent notice. Consents and approvals required under this Agreement may be provided electronically, if they are provided in a jurisdiction that recognizes electronic signatures as enforceable under the particular circumstances. All notices shall be in English, effective upon receipt or, if refused, three (3) business days after being sent as set forth above.
The licensed products and support services are provided “as is” without warranty of any kind. Licensor does not warrant that the licensed products or support services will meet licensee’s requirements or that they will be uninterrupted or error-free. To the fullest extent permitted by law, licensor hereby disclaims (for itself and its suppliers) all other warranties, whether express or implied, oral or written, with respect to the licensed products and support services including, without limitation, all implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for any particular purpose and all warranties arising from any course of dealing, course of performance or usage of trade.
In no event shall licensor (or its suppliers) be liable concerning the subject matter of this agreement, regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise), for any (a) matter beyond its reasonable control, (b) loss or inaccuracy of data, loss or interruption of use or cost of procuring substitute technology, goods or services, (c) indirect, punitive, incidental, reliance, special, exemplary or consequential damages including, but not limited to, loss of business, revenues, profits or goodwill or (d) aggregate damages, in excess of the amount paid to licensor for the licensed product or support service, even if licensor has been advised of the possibility of such damages. These limitations are independent from all other provisions of this agreement and shall apply notwithstanding the failure of any remedy provided herein.
This Agreement shall commence on the Effective Date and continue in effect until terminated as provided herein.
Licensee may terminate this Agreement at any time for its convenience upon written notice to Licensor.
This Agreement shall automatically terminate without further action by any party, immediately upon any material breach by Licensee of any limitation.
Upon termination of this Agreement for any reason, all rights, obligations and licenses of the parties hereunder shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, any payment obligation) and any remedies for breach of this Agreement shall survive any termination, (b) Licensee shall promptly return or destroy all of the Licensed Products and other tangible Confidential Information, and permanently erase all Confidential Information from any computer and storage media.
Licensee acknowledges that (a) Licensee has read and understands this Agreement, (b) it has had an opportunity to have its legal counsel review this Agreement, (c) this Agreement has the same force and effect as a signed agreement, (d) Licensor requires identification of the User and Licensee before issuing this license and (e) issuance of this license does not constitute general publication of the Licensed Products or any other Confidential Information.