CARLSON/DOTSOFT OFFICE PRODUCT SOFTWARE END USER LICENSE AGREEMENT

Important: Please read carefully before using the Software:

This Carlson Office Product Software End User License Agreement (this “EULA”) is by and between the entity identified on the applicable invoice, order form, and/or registration form (the “Licensee”) and Carlson Software, Inc. (“Carlson”) and governs the Licensee's use of the office product software that accompanies this EULA or is identified on the accompanying order form, invoice, and/or registration form (the “Software”). By indicating that You, the person executing this EULA, agree or accept this EULA on behalf of Licensee, You make the representations set forth in Section 10(b) of this EULA and agree that You Yourself and the Licensee will comply with the terms governing the use of the Software set forth in this EULA.

By clicking “I agree” or by accessing or using the Software, You agree that Licensee will be bound by the terms and conditions of this EULA. If Licensee does not agree to be bound by this EULA, Licensee must not download, install, or use the Software and Carlson does not license You or the Licensee to use the Software or accompanying user manuals, technical manuals, and any other materials Carlson provides that describe installation, operation, use or specifications of the Software (the “Documentation”).

1. License Grant.
   1. License. The Software is licensed, not sold. All copies of the Software remain the property of Carlson. Licenses of Software may only be obtained from Carlson directly or through it's authorized distribution network. Licenses obtained from any other source are not legitimate, authorized licenses of the Software. Carlson grants no license (whether expressly or otherwise) under this EULA, and this EULA expressly excludes any right with respect to software that was not acquired lawfully or that is not a legitimate, authorized copy of the Software. One (but not more than one) of the licenses below applies to the Licensee. The one that applies is the one identified on the applicable invoice, order form, or registration page. If the invoice, order form, or registration page does not specify the nature of the license, the license shall be deemed to be for a single Device under Section 1(a)(i). Carlson makes the Documentation available in electronic form at no additional charge. If Licensee desires a printed form of the Documentation, Carlson will provide this for an additional fee.
      1. Single Device. Subject to Licensee's compliance with each and every term and condition of this EULA, Carlson grants Licensee a personal, limited, revocable, non-exclusive, non-transferable license without right of sublicense, during the Term of this EULA to install in accordance with the Documentation and use, through an Authorized User, a single copy of the object code version of the Software and the Documentation on a single computing device obtained or provided by Licensee (the “Device”) solely for Licensee's internal business purposes and solely in accordance with the terms and conditions of this EULA.
      2. Network. Subject to Licensee's compliance with each and every term and condition of this EULA, Carlson grants Licensee a personal, limited, revocable, non-exclusive, non-transferable license without right of sublicense, during the Term of this EULA to install in accordance with the Documentation and use, through, a limited number of Authorized Users, the number of which can use the Software concurrently at any given time shall be determined by the number of licenses purchased, a single copy of the object code version of the Software on a single network on Licensee's premises or Licensee's cloud-based network dedicated solely to Licensee's premises, at the address set forth on the invoice, order form, or registration page, solely for Licensee's internal business purposes and solely in accordance with the terms and conditions of this EULA.
      3. Trial. Subject to Licensee's compliance with each and every term and condition of this EULA, Carlson grants Licensee a personal, revocable, non-exclusive, non-transferable license without right of sublicense, during the Term of this EULA, to install in accordance with the Documentation and use, through an Authorized User, a single copy of the Software on a single Device solely for Licensee's internal trial of the Software in a non-production environment only and solely in accordance with the terms and conditions of this EULA.
      4. Beta. Subject to Licensee's compliance with each and every term and condition of this EULA, Carlson grants Licensee a personal, revocable, non-exclusive, non-transferable license without right of sublicense, during the Term of this EULA, to install in accordance with the Documentation and use, through an Authorized User, a single copy of the Software on a single Device solely for Licensee's internal purposes trial use in a non-production environment solely in accordance with the terms and conditions of this EULA. In exchange for the opportunity to try Carlson's latest technology while in development, Licensee agrees to provide Carlson with Feedback that describes Licensee's experience with the Software and enables Carlson to test and improve the Software. Licensee acknowledges and agrees that by its nature, the Software is incomplete, may have defects, and may need improvement or modification.
      5. NFR. Subject to Licensee's compliance with each and every term and condition of this EULA, Carlson grants Licensee a personal, revocable, non-exclusive, non-transferable license without right of sublicense, during the Term of this EULA, to install in accordance with the Documentation and use, through an Authorized User, a single copy of the Software solely for the purpose of providing demonstrations of the Software to prospective end users and not for further distribution, production use, or other use, all in accordance with the terms and conditions of this EULA.
      6. Student. If the invoice designates a license granted under Section 1(a)(i) or 1(a)(ii) as a student license, the individual student or university shall be the Licensee (and in the latter case, only current university students may be Authorized Users) only for so long as such individual student or Authorized User is a student. If the university is the Licensee, the license shall be considered the similar as that set forth in 1(a)(ii), where there is a limited number of Authorized Users, the number of which can use the Software concurrently at any given time shall be determined by the number of licenses purchased, and all the restrictions to student licenses set forth in this Agreement shall apply. If the student purchases the license individually, they are the Licensee and Authorized User, all the restrictions to student licenses set forth in this Agreement shall apply.
      7. Subscription or Limited Use. If the invoice designates a license granted upon Section 1(a)(i) as a Limited Use or Subscription license, then Section 1(a)(i) shall apply. The Term of this EULA shall be as set forth on the invoice, and Termination shall be as set forth in Section 9(b)(iv).
   2. Addition. In addition to the license granted in Section 1(a) above:
      1. Home Use. Only if the invoice or registration information indicates that the Software is licensed under Section 1(a)(i) and is not designated as a student license under Section 1(a)(vi), and the corresponding registration form expressly indicates that this Section 1(b)(i) applies, Licensee may, subject to the terms and conditions of this EULA, in addition to the permission granted under Section 1(a)(i), install a copy on a separate Device belonging to Licensee that the same Authorized User associated with the original Device uses when working outside the office. Under no circumstances may additional or different Authorized Users access or use the second copy and under no circumstances may the two copies be used simultaneously.
      2. Change Devices. Only if the invoice indicates that the Software is licensed under Section 1(a)(i) and the invoice expressly indicates that this Section 1(b)(ii) applies, Licensee may, subject to the terms and conditions of this EULA, in addition to the permission granted under Section 1(a)(i), transfer a copy of the Software from the original Device to another Device, but only if:
         1. the number of Devices on which the Software is installed at any one time does not exceed the number permitted under Section 1(a)(i) and the invoice;
         2. Licensee notifies Carlson in writing of the transfer and includes in such written notice the serial number and/or other information Carlson requests to identify the Device;
         3. the Device is an appropriate make and model for use of the Software;
         4. Licensee uninstalls or otherwise removes the copy of the Software from the original Device;
         5. Licensee provides all information Carlson requests regarding the new Device and agrees to complete the registration process as requested by Carlson.
         All conditions that apply to the license under Section 1(a)(i) apply if the permission granted under this Section 1(b)(ii) is exercised.
      3. Hardware Lock. Only if the invoice, order form, or registration form indicates that Section 1(a) license governs and that Carlson has expressly authorized a variation of that license allowing use of a hardware key may Licensee have the Software on more than one Device, but then only if the Software is only usable with the use of a hardware key issued by Carlson and only on the number of Devices permitted on the applicable invoice, order form, or registration form. Carlson may choose to terminate this feature and require use of the Software only on a single registered Device at any time on notice to Licensee.
   3. Third-Party Materials. The Software may include or allow the Licensee to access third-party software programs that may be subject to other terms and conditions. Licensee shall not use such third-party software programs apart from the Software unless Licensee obtains permission to do so from the third-party. Licensee shall not use any third-party software programs unless Licensee agrees to comply with and be bound by the license terms for that third-party software program. Licensee's use of open source and other third-party software programs shall be governed by the license agreements between Licensee and the applicable third-party. Carlson shall have no obligation or liability to You or Licensee with respect to any open source or third-party software.
   4. Limitations. Carlson reserves all rights that are not expressly granted in this EULA. No right or license is granted by estoppel or implication. Notwithstanding anything to the contrary in this EULA, Carlson grants no license (whether expressly or otherwise) under this EULA, and this EULA expressly excludes any right with respect to software that was not acquired lawfully or that is not a legitimate, authorized copy of the Software.
2. Restrictions.
   1. No copying, reproduction, sublicensing, transfer, or third-party use. Except as expressly permitted in the applicable subsection of Section 1(a) and in Section 1(b), Licensee shall not copy the Software or Documentation, in whole or in part. Licensee shall not reproduce, transmit, retransmit, broadcast, synchronize, publicly perform, publicly display, rent, lease, lend, sell, distribute, publish, sublicense, assign, transfer, broker, allow third-party use of, or make available to third parties any copies of the Software (or any of its features or functionality) or use the Software in any way except as expressly permitted in the applicable subsection(s) of Section 1 Licensee shall not use the Software except for Licensee's benefit and in no event for the benefit of any third-party. Licensee may not enable use of the Software on a Device other than the Device permitted under Section 1(a).
   2. Authorized Users. Licensee shall allow only a single individual employee of Licensee operating the Device on which the Software is loaded to use the Software and accompanying Documentation. The individuals described above in this Section 2(b) are “Authorized Users.” Licensee may not allow any other individual, including any independent contractor or service provider, to access or use the Software or Documentation. Licensee shall communicate the terms of use within this EULA to the Authorized Users and require all Authorized Users to comply with them. Licensee shall be responsible for all acts and omissions of Authorized Users and those using the Software through the accounts of Licensee and its Authorized Users. In certain cases, such as a student license purchased directly by a student or when a Licensee is a sole proprietor licensed under their own name, the Licensee and the Authorized User are the same person.
   3. No Derivative Works. Licensee shall not modify, adapt, edit, improve, fix, amend, alter, enhance, translate, or create any derivative works (whether patentable or not) based on the Software or the Documentation. Licensee shall not combine or incorporate the Software (or any part of it) with any other programs. Licensee shall not separate component parts of the Software for use on more than one device.
   4. No Reverse Engineering. Licensee shall not decompile, reverse engineer, disassemble, decode, adapt, attempt to derive or gain access to the source code of, or decrypt the Software. In jurisdictions where users have the right to do the foregoing and cannot waive that right, the users may exercise the right only to the extent necessary to achieve interoperability with an independent program and only to the extent the information needed to achieve interoperability has not been made available by Carlson within a reasonable period of time upon request.
   5. No Bots. Licensee shall not use any robots, spiders, automated inquiry devices, or repetitive data gathering and extraction tools, routines, scripts, or mechanisms to access the Software.
   6. No Malicious Code. Licensee shall not input, upload, store, or transmit any virus, Trojan horse, worm, trapdoor, time bomb or other computer programming routine intended to damage, interfere with, intercept, or expropriate the Software, or any technology (collectively, “Malicious Code”) or that infringes the intellectual property rights of any third-party.
   7. Compliance with Laws. Licensee shall comply with all applicable, international, national, state, and local, laws, regulations, rules, and ordinances and shall not use the Software or the Documentation in violation of any law, regulation, rule, or ordinance.
   8. Intellectual Property Rights. Licensee shall not use the Software, the Documentation, or any Intellectual Property Rights belonging to Carlson or its licensors to develop, design, create, license, or distribute any applications, accessories, or devices for use with the Software.
   9. Limitation on Use. Licensee shall not use the Software or Documentation in any way or for any purpose except as expressly permitted in this EULA and Licensee shall not use the Software in any way for which it was not designed or intended.
   10. Device/Computer. Licensee shall use the Software only on the Device; Licensee shall not allow use of the Software on any other device or transfer of the Software to any other device, and Licensee shall not (and shall not allow) use of the Software on any device that belongs to You or any third-party.
   11. Network. Unless Licensee's license is designated as Section 1(a)(ii), in which case Licensee shall be subject to all attendant limitations and restrictions, Licensee shall not make the Software available over a network, on a hosted basis, over the internet, through any wide area network or virtual private network, by means of virtualization, software-as-a-service, cloud, web hosting, by means of timesharing, service bureau, for public viewing, or in any commercial network services, interactive cable or remote processing services, or in any commercial areas or other technology or service.
   12. Benchmarking. Licensee shall not conduct or disclose any benchmark tests of the Software.
   13. Competing. Licensee shall not develop competing or compatible Software during the term of this EULA. Licensee shall not use the Software to develop or create any product or service to replace or to be used in connection with the Software or any other product or service offered by Carlson. Licensee shall not use the Software or Documentation to analyze the Software for competitive reasons, or for any purpose that would disadvantage Carlson.
   14. Not for High Risk. The Software and Documentation are not intended for use outside of their stated, advertised purposes and shall not be used in connection with any activity which could cause significant personal, property or environmental damage (a "High-Risk Activity"). High Risk Activities include and are not limited to mass transportation systems, aviation, space operations, emergency services, medical or life-support systems, nuclear facilities, military operations, or any application where failure could result in death, injury, or severe property or environmental damage. Unless expressly agreed to in writing by Carlson, and then only for the narrowly identified use, Licensee assumes all risks and liabilities arising from such use and shall indemnify Carlson from any damages that occur in connection with such use.
   15. Technology Protection. Licensee shall not attempt to avoid, overcome, tamper with, disable, circumvent, remove, disable, or work around any copyright protection, security features, or technological measures used to protect the Intellectual Property Rights or other rights of Carlson or its licensors or those of any third-party. Licensee shall not attempt to gain unauthorized access to the source code or other parts of the Software to which Licensee have not been expressly granted access.
   16. No Changing Device or Server. Except as expressly permitted by the terms of the applicable invoice and Section 1(b)(iii), Licensee shall not move the installed Software from the Device to another device without Carlson's advance written permission. Even if Carlson grants such permission, Licensee shall not allow the Software to be installed on more than one device. Upon Carlson's request, Licensee shall provide Carlson with information about each Device on which the Software is installed.
   17. Source. Licensee shall obtain all Software (including any updates, upgrades, modifications, or new versions, if applicable), all Documentation, and all other materials related to the foregoing exclusively from Carlson or its designated authorized representative and from no other source.
   18. Territory. If the Licensee entered into this EULA for a discounted fee, or if the applicable invoice, Software, Documentation, or any other documentation specifies a geographical limitation on use, Licensee may only use the Software in the geographical region (the “Territory”) specified by Carlson and in no other Territory. Licensee acknowledges and agrees that Carlson may enforce the Territory restriction through use of geofencing and other security mechanisms, including automatic remote disabling without prior notice to Licensee.
   19. Registration. Licensee shall register the licensed Software and Device with Carlson and provide all requested identifying information about Licensee and the Device (including, if applicable, serial number, signature, fingerprint or other identification of the Device) on which the Software is installed, Licensee's name, street and address and location, and other information related to Licensee's use of the Software. Licensee represents and warrants that all information it provides during the registration process is true, correct, and complete.
   20. Non-production. Trial, beta, and student licenses may only be used in non-production environments. Licensees designated as students shall, upon Carlson's request, provide proof of student status. Licensees designated as universities shall, upon Carlson's request, provide proof of Authorized User's student status.
3. Access and Security.
   1. Theft/Loss of Password. Licensee is responsible and liable for all uses of the Software and Documentation made by Authorized Users or other persons who obtained access (directly or indirectly) through Licensee. Without limiting the foregoing, Licensee is responsible and liable for all acts and omissions of Authorized Users as well as other individuals to whom Licensee or an Authorized User provides access, whether permitted by this EULA or in violation of this EULA. Licensee shall promptly report to Carlson the theft, unauthorized access, or loss of any password or user identity required to access the Software. Licensee shall be responsible for any costs incurred by Carlson due to the negligence or reckless disregard of Licensee's or its Authorized User's failure to protect the password or user identity. Licensee shall cooperate with Carlson or any person authorized Carlson (including local, state, or federal law enforcement officials) to investigate any alleged theft, misuse, or unauthorized use of the Software or data related thereto.
   2. Security Mechanisms. Carlson reserves the right to take legal steps to eliminate piracy of the Software. Licensee and You acknowledge that the Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features that may protect against uses prohibited by some or all of Section 2 Licensee shall not and shall not attempt to remove, disable, circumvent, or otherwise create or implement any workaround to any security features. Licensee acknowledges that Carlson may collect information about Licensee's Device and/or Licensee's use of the Software, including the signature of the Device or workstation, usage logs, and when the Software is in use. Licensee acknowledges that the security features may include geofencing and tools that prevent the Software from working if the Software is installed on an unauthorized device, an unauthorized number of devices, or used in any way in violation of the license granted or the EULA as a whole. The Software may include a security mechanism that can detect the installation or use of copies of the Software and collect and transmit data (including to Carlson) about those copies. The data collected and transmitted may include the type necessary or desirable to verify user compliance, such as the nature of the license granted, the identity of the Authorized User, and personal data. By using the Software, Licensee consents to such detection and collection of data, as well as its transmission and use, including if an illegal copy is detected. Carlson reserves the right to use a hardware lock device, license administrative software, and/or a license authorization key to control access to the Software. Neither You nor Licensee shall take any steps to avoid or defeat the purpose of such measures. Use of any Software without any required lock device or authorization key provided by Licensor is prohibited. If Carlson detects unauthorized use of the Software or Documentation, Licensee shall compensate Carlson. Licensee agrees to indemnify Carlson against any and all losses and expenses, including reasonable attorneys' fees in connection with any action Carlson takes in regard to Licensee's unauthorized installation, modification, or use of the Software, the Documentation, or other Intellectual Property Rights proprietary to Carlson. Carlson has the right to remotely disable access to pirated copies of Software or violations of this Section 3 without prior notice to Licensee.
   3. Internal Review. At Carlson's request, Licensee shall review its Authorized Users and shall certify in writing to Carlson (signed by an officer of Licensee) the number of Devices on which the Software is installed and that Licensee is in full compliance with this EULA. If Licensee review reveals any lack of compliance, Licensee shall immediately remedy the noncompliance and provide Carlson with written notice of it as well as all assistance requested by Carlson to evaluate and remedy such noncompliance. If Licensee's use of the Software exceeds the number of permitted copies or the parameters of permitted use, Licensee shall pay additional fees to Carlson in addition to other remedies available to Carlson at law or in equity.
   4. Audit. During the Term of the EULA and for a period of two years thereafter, Carlson may audit Licensee's use of the Software and Documentation (electronically or otherwise, through designees or directly) to confirm Licensee's compliance with the terms and conditions of this EULA (or to confirm that use of the Software has ceased and that copies of the Software have been deleted following expiration or termination of the EULA). Licensee shall cooperate with Carlson in the conduct of the audit and provide all reasonable access Carlson requests to records, systems, equipment, Devices, servers, information, and personnel, including machine identification information, serial numbers, and related information.
   5. Non-compliance. If any internal review or audit reveals that Licensee is using the Software or Documentation in a manner that exceeds the scope of the license granted in this EULA by number of Authorized Users, Devices, or other restrictions, or if Carlson determines that Licensee is using pirated copies of the Software, then Carlson shall have the following remedies, in addition to all other remedies available to it at law or in equity. Within fifteen (15) days of written notice from Carlson, Licensee shall pay Carlson the license fees for the excess use and, unless Carlson terminates the EULA, Licensee shall pay fees to bring Licensee's use into valid compliance with this EULA. Unless Licensee can prove otherwise with documentation and to Carlson's satisfaction, the excess use shall be deemed to have begun on the later of the date the EULA went into effect or the date of Carlson's last audit and continued through the date of the current audit. The rates for the license fees shall be determined without any discounts that might otherwise have applied had Licensee properly licensed the Software. If the fees payable under the foregoing provisions of Section 3(e) exceed five percent (5%) of the fees Licensee paid, Licensee shall pay Carlson the reasonable costs of the audit within fifteen days of Carlson's written request and Carlson shall have the right to terminate the EULA on written notice to Licensee. If Carlson determines that Licensee has made use of pirated copies of the Software, then Carlson shall have the right to disable access to such copy without notice to Licensee.
4. Support or Maintenance. Carlson may provide reasonable support services by responding to questions regarding current or recent versions of the Software via phone or email to Licensee. In addition, Carlson may make available to Licensee updates for the version of the Software licensed by Licensee during the Term. If Licensee desires to receive upgrades to the Software during the Term (in the event Carlson chooses to create an upgrade to the Software), License must order and pay additional fees for maintenance services. Any update, upgrade, or other modification to the Software Carlson provides to Licensee shall automatically be deemed part of the Software (and related documentation shall automatically be deemed part of the Documentation) and subject to the terms and conditions of this EULA. If Carlson chooses to provide any technical assistance or support, Carlson reserves the right to charge a fee. Maintenance services do include new versions or releases for that specific Software product. Any maintenance or support services Carlson chooses to provide do not include any new version or new release of the Software that Carlson issues as a new or separate product, which Carlson may determine in its sole discretion. If a Software product is over 5 years old, or if Carlson decides, in its sole discretion, to end the life of any Software product, Carlson may designate this as a Legacy product. In the case of Legacy products, or in the event that Carlson determines, in its sole discretion, that circumstances are beyond their control which makes the practicality of providing the maintenance or support services difficult and/or unreasonably time consuming, including, but not necessarily limited to, operating system versions not being compatible to the Software, hardware not up to specifications needed, or any other third-party hardware or software compatibility issues, Carlson reserves the right to charge a fee for the support, to limit the amount of support they will provide and/or decline providing support altogether. Carlson expressly reserves and retains all rights not expressly granted in this EULA. The Software may not be shared or used concurrently on different computers.
5. Data. Licensee acknowledges that Carlson may, directly or through the services of third parties, collect and store information about Licensee's use of the Software and the Device (including without limitation use of commands and which portions of the Software are being used), server, computer, or other equipment on which the Software is installed or through which the Software is accessed or used, whether in the course of registration, providing support or maintenance services, through internal reviews or audits, and/or through the use of security measures or other features included within the Software. You and Licensee agree that Carlson may use such information and data collected for any purpose, including without limitation, improvement of the Software or development of updates, upgrades, or improvements, and/or verification of Licensee's compliance with the terms of this EULA and enforcement of Carlson's rights (including Intellectual Property Rights and other rights). For more information on Carlson Data Privacy Policy, please visit https://www.carlsonsw.com/about-us/privacy-policy.
6. Confidentiality.
   1. Confidential Information. Licensee acknowledges that the Software and Documentation, and information provided in connection with them, contain confidential information proprietary to Carlson that Carlson desires to protect from unauthorized access, disclosure, or use, including without limitation, the Software itself and its component parts (such as the source code, techniques, algorithms, processes, and the Software's Documentation), ideas, concepts, business methods, business processes, systems, criteria, standards, trade secrets, knowhow, inventions, data, information entrusted to Carlson by third parties, and other information that by its nature would reasonably be considered confidential, as well as information marked confidential (collectively, the “Confidential Information”) and that the Confidential Information may be expressed in oral, written, electronic, or other form and may be received through communications with Carlson or otherwise.
   2. Exclusions and Exemptions. Confidential Information shall not include information Licensee can prove through written records existed at the time of disclosure that is:
      • information that is or becomes generally known to the public other than through breach of a duty of confidentiality to Carlson; or
      • information Licensee had in Licensee's possession at the time of disclosure that was not acquired from Carlson or a third-party that owed a duty of confidentiality to Carlson.
      If a court order or similar legal obligation requires the Licensee to disclose Confidential Information, Licensee must first give Carlson prompt written notice and the opportunity to seek a protective order or obtain other relief to preserve the confidentiality of the Confidential Information. If Licensee is still obligated to disclose any Confidential Information, Licensee shall limit disclosure to only that Confidential Information that You and Licensee are legally obligated to disclose and shall use commercially reasonable efforts to impose obligations of confidentiality on the recipients.
   3. Obligations. Licensee shall not disclose the Confidential Information to any third-party or allow any third-party to access or use it. Licensee shall limit disclosure of the Confidential Information to Licensee's employees who have a need to know it and who are under written obligations to protect it at least to the same extent required under this EULA. Licensee shall protect and safeguard Carlson's Confidential Information (including without limitation the Software) from unauthorized access, disclosure, loss, or use at least to the same extent and in the same manner Licensee protect Licensee's own similar information, but in no event using less than commercially reasonable methods. If Licensee becomes aware of any unauthorized access to, or disclosure of, loss of, or use of any Confidential Information in Licensee's possession or control, Licensee shall promptly take all appropriate actions to protect against the further dissemination and use of such Confidential Information and notify Carlson immediately. Licensee's obligations to protect the Confidential Information received or accessed during the term of this EULA from unauthorized access, disclosure, or use shall survive termination or expiration of this EULA for any reason.
   4. Restricted Use. Licensee may use the Confidential Information only for the limited purpose expressly permitted under this EULA (if any), and shall not use it to compete with Carlson or in any way potentially detrimental to Carlson. Licensee acknowledges that title to the Confidential Information and any derivative works, improvements upon or modifications to the Confidential Information shall remain at all times with Carlson and that the Confidential Information has value. Upon Carlson's request at any time, and upon the expiration or termination of this EULA for any reason, Licensee shall return to Carlson all Confidential Information or, at Carlson's option, destroy any materials containing, regarding or derived from the Confidential Information.
7. Intellectual Property.
   1. General. The Software and Documentation are licensed and not sold. All right, title, and interest in and to the Software, including all updates, upgrades, and modifications to the Software, including any changes or amendments based on the Feedback, and all Documentation of the foregoing, including the copyrights, patents, trade secrets, trademarks, and other intellectual property rights arising out of the foregoing (collectively, the “Intellectual Property Rights”) are and shall at all times remain with Carlson and its licensors. Carlson retains exclusive ownership of the trademarks, service marks, trade name, associated with the Software and the Documentation or otherwise used by Carlson. Neither You nor Licensee acquires ownership interest in the Software or Documentation or the Intellectual Property Rights arising out of the foregoing, and neither You nor Licensee have any rights in the Software or Documentation except as expressly set forth in this EULA (and then only subject to the terms and conditions of this EULA). The Software, including all updates, upgrades, and modifications, and all Documentation of the foregoing are protected by Intellectual Property Rights laws.
   2. Feedback. You and Licensee hereby authorize Carlson to use all suggestions, comments, ideas, recommendations, or other feedback, including without limitation, for new features or functionality or any comments, questions, suggestions, or the like that You or Licensee provide to Carlson (collectively “Feedback”) in any way for any purpose without restriction and without consideration to You or Licensee. You and Licensee acknowledge and agree that Carlson is the sole owner of all right, title, and interest in and to the Intellectual Property Rights arising out of or related to any updates, upgrades, modifications, software, or other creations Carlson develops based on such Feedback, whether related to the Software or otherwise.
   3. Notices. Licensee shall not remove, alter, obscure, or otherwise interfere with any copyright, trademark, patent, or other Intellectual Property Rights notices affixed to, within, or associated with the Software (or any updates, upgrades, or modifications thereto) or Documentation whether in output, metadata, or online or hard copy attribution pages for the Software or otherwise.
   4. Protection. Licensee shall safeguard and protect the Software and Documentation against all unauthorized access, disclosure, loss, and use, including against infringement, misappropriation, theft, and misuse. Licensee shall promptly notify Carlson if Licensee becomes aware of any infringement of Carlson's Intellectual Property Rights and Licensee shall fully cooperate with Carlson in any investigation or legal action Carlson takes to enforce its Intellectual Property Rights.
8. Pricing; Payment. All fees are payable within thirty (30) days of the date of the invoice and shall be paid in U.S. Dollars unless otherwise stated. Carlson may suspend access and use of the Software in the event fees are not fully or timely paid. Fees are non-refundable.
9. Termination.
   1. Term. The EULA shall remain in effect for the amount of time specified in this Section 9 (the “Term”). Except as set forth elsewhere in this Section 9(a), this EULA shall remain in effect for the term set forth on the invoice or other documentation Carlson provides, or unless or until terminated in accordance with this Section 9.
   2. Termination.
      1. Automatic. Licensee's permission to use the Software and Documentation shall terminate immediately upon expiration or termination of the EULA for any reason and You may not use the Software under Licensee's license if You cease to be an Authorized User of Licensee.
      2. By Licensee. Licensee may terminate this EULA by ceasing to use the Software and Documentation and destroying all copies of the Software and Documentation in Licensee's possession or control and comply with the remaining provisions of this Section 9.
      3. By Carlson. Carlson may terminate this EULA at any time upon written notice to Licensee if:
         • Licensee breaches this EULA and such breach is incapable of cure or remains uncured for fifteen (15) days following Carlson's written notice to Licensee of such breach;
         • Licensee files, or has filed against Licensee, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of creditors or applies for or consents to the appointment of a trustee, receiver, or custodian for a substantial part of Licensee's property.
         Carlson may terminate this EULA at any time for convenience, for any reason or no reason by providing Licensee written notice of termination. Carlson shall have the right to suspend use of the Software upon emailed notice if Licensee fails to pay the fees when due. Carlson shall have the right to disable access to the Software remotely and without notice if Carlson determines that the copy is a pirated copy or if Carlson determines that Licensee has made use of a pirated copy of the Software.
      4. Automatically for Some Licenses Upon Certain Events. For licenses granted under Section 1(a)(iii), (iv),(v) or (vii) of this EULA, the EULA shall remain in effect for the period of time specified by Carlson on the applicable invoice, order form, registration, point of download, or elsewhere, or until terminated by built-in use counters or other technical devices that automatically terminate access or use unless or until earlier terminated earlier in accordance with this Section 9. For student licenses granted under Section 1(a)(vi), the EULA shall remain in effect for one year and may thereafter be renewed only by written agreement of the parties and proof that Licensee (and its Authorized Users) still qualifies for student status and has not breached the EULA. If a student license is granted to an individual, the EULA for that individual shall terminate automatically when that individual ceases to be a student, even if less than one year has passed. Licenses granted under Section 1(a)(v) shall automatically terminate if the business relationship between Carlson and Licensee ends, if specified under terms and conditions of another governing contract or document, or if Licensee ceases promotion of the Software.
   3. Post-Termination. Immediately upon expiration or termination of this EULA, the license granted shall cease and terminate and Licensee shall immediately cease using and shall destroy all copies of the Software and Documentation in Licensee's possession or control. Licensee shall certify in writing to Carlson that Licensee has discontinued use and has uninstalled, removed, destroyed, or will return to Carlson all copies of the Software and Documentation. The expiration or termination of this EULA shall not affect Licensee's obligation to pay all fees that may have been due on or before such expiration or termination and shall not entitle Licensee to any refund.
10. Representations, Warranties; Disclaimers.
    1. By Licensee. Licensee represents and warrants that it has all right, power, and authority to enter into this EULA, that all the information it provides during the registration process is true, correct, and complete, and that it has the right to process and ask Carlson to process, all data processed by the Software during the term of this EULA. In the case of a sole proprietorship or a student purchasing an individual copy of a student license, the Licensee and the Authorized User are one and the same.
    2. By You. Except in the case of You being a sole proprietorship or a student who has purchased an individual copy of a student license, in which case You and the Licensee are one and the same, You represent and warrant that You represent License and are authorized to bind Licensee (and Yourself) to the terms and conditions of this EULA and that You accept and agree to be bound by the terms and conditions of this EULA. Except in the case of You being a sole proprietorship, in which case You and the Licensee are one and the same, and also in the case of a student license, You represent and warrant that You are an employee of Licensee. You represent and warrant that You have reached the age of majority and are legally able to enter into a binding agreement. You represent and warrant that You are an Authorized User designated by Licensee. You acknowledge and agree that You are provided access to the Software pursuant to the EULA between Carlson and Licensee solely for Licensee's benefit and at Licensee's discretion. You acknowledge that You have no rights under the EULA, including any rights to enforce any of its terms. Any obligation or liability Carlson or its affiliates or their licensors or suppliers may have with respect to Your use or inability to use the Software shall be solely to Licensee pursuant to the terms and conditions of the EULA and subject to all limitations of liability set forth in this EULA.
    3. Disclaimer. To the maximum extent permitted by law, Carlson (on behalf of itself as well as its affiliates, licensors, and suppliers) makes no representation or warranty of any kind regarding the Software or Documentation and expressly disclaims all warranties, whether express, statutory, implied, or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, and title, and warranties that may arise from course of dealing, course of performance, usage, or trade practice. Without limiting the foregoing, Carlson makes no warranty of information accuracy, that the Software or Documentation will be error-free or uninterrupted, meet Licensee's requirements, achieve intended results, operate with any particular hardware, software, system, services, or data, satisfy any reliability, quality, accuracy, timeliness, suitability, usability, completeness, security, or condition standards, or that any errors will be corrected. The Software and Documentation are provided to Licensee on an “as-is” basis with all faults and defects and without warranty of any kind. Licensee bears entire risk as to selection of the Software for Licensee's purposes and as to the quality and performance of the Software. Carlson shall not be liable for any damages caused by Malicious Code or other forms of contamination or destructive features that affect Your or Licensee's computer equipment, network, software, data, or other property on account of Your or Licensee's installation, download, or use of the Software.
11. Indemnification. Licensee shall indemnify, defend, hold harmless, and reimburse Carlson for all claims, judgments, settlements, causes of action, damages, deficiencies, fines, penalties, losses, costs, and expenses (including reasonable attorneys' fees and disbursements of counsel) arising out of related to any third-party claim that
    1. if true, would indicate that Licensee or an Authorized User breached the terms and conditions of this EULA,
    2. arises out of relates to Licensee's use of the Software,
    3. results from the transmission of any Malicious Code by Licensee,
    4. arises out of a claim that any of the data processed by Licensee through the Software violates the Intellectual Property Rights, privacy, publicity, or other rights of any third-party.
12. Limitation of Liability. Notwithstanding any other provision in this EULA, to the maximum extent permitted by law, under no circumstances will Carlson, its affiliates, or their suppliers or licensors be liable to You, Licensee, or any third-party for any direct, incidental, special, indirect, punitive, exemplary, or consequential damages of any kind or nature, loss of revenues, business or profits, loss or corruption of data, use, interruption, delay, or inability to use the Software or Documentation, delays, interruption, or loss of services, business, or goodwill, loss resulting from system or system service failure, malfunction, or shutdown, failure to accurately read, transmit, or transfer information, failure to update or provide correct information, system incompatibility or provision of incorrect compatibility information, breaches in system security, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, whether arising out of this EULA or otherwise, even if Carlson has been advised of the possibility of such damages and even if such damages were foreseeable. Carlson assumes no responsibility, and shall not be liable for any damages caused by Malicious Code or other forms of contamination or destructive features that may affect Your or Licensee's computer equipment, software, data, or other property as a consequence of Your or Licensee's installation, download, or use of the Software or Documentation. Notwithstanding any other provision in this EULA, to the maximum extent permitted by law, under no circumstances will Carlson or its affiliates or their suppliers or licensors be liable to in the aggregate to Licensee under this EULA or its subject matter under any legal or equitable theory including breach of contract, tort (including negligence), strict liability, or otherwise for any damages in excess of the greater of the amount Licensee paid to Carlson for the Software under this EULA during the year preceding the claim or Five Hundred U.S. Dollars ($500.00) (or to You at all in any amount) except that Carlson shall have no liability whatsoever under this EULA if the license is granted under Section 1(a)(iii) or Section 1(a)(iv), or Section 1(a)(v). The limitations set forth in this Section 12 shall apply even if Licensee's remedies fail of their essential purpose.
13. Export Control. It is the policy of Carlson to comply with not only the letter, but also the spirit and intent of US export controls, sanctions, and anti-boycott laws and regulations (“US Export and Trade Controls”), which include:
    • the Export Administration Regulations (“EAR”) of the US Department of Commerce,
    • the International Traffic in Arms Regulations (“ITAR”) of the US Department of State,
    • the Foreign Trade Regulations (“FTR”) of the US Department of Commerce, and
    • the Foreign Assets Control Regulations, administered by the Office of Foreign Asset Control of the US Department of the Treasury (“OFAC”).

    US Export and Trade Controls include prohibitions and restrictions on exports to, and business and financial dealings with, certain countries, governments, and individuals that are subject to US economic sanctions.

    International business generates a significant portion of the Carlson's revenue, and a violation of any US Export and Trade Controls law, rule, or regulation (“Laws”) may jeopardize the ability of Carlson to sell its products globally and may result in the imposition of significant civil penalties, criminal fines and imprisonment, suspension of export privileges, and harm to the Carlson's reputation. Licensee shall comply with all applicable Laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to export, re-export, import, release, or otherwise making the Software, Documentation, or technology available outside the U.S. Without limiting the foregoing, Licensee represents and warrants that:

    • under no circumstances, shall an export, re-export, import, or any other transaction be made contrary to any US Export or Trade Controls or contrary to the Company's policies and procedures governing international transactions;
    • neither You nor any of Licensee's employees are named on any U.S. government denied-party list and that Licensee shall not permit any such person to access or use any of the Software, Documentation, or technology in a U.S.-embargoed country or in violation of any U.S. export law or regulation; and
    • that it is, and at all times shall remain, in compliance with, all Laws administered by OFAC or any other US governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries, territories, governments, regimes, entities, and Persons (“Embargoed Targets”) included on the Specially Designated Nationals and Blocked Persons List or the Consolidated Sanctions List maintained by OFAC or other similar lists maintained by any US governmental entity (“SDN List”).

    Without limiting the generality of the foregoing, Customer shall not:

    1. directly or indirectly export, re-export, transship, transfer, or otherwise deliver the Software, Documentation, or technology or any portion thereof to any Embargoed Targets currently included on the SDN List or
    2. broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Laws. As used herein, “Person” shall mean an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, joint stock company, or other entity.
14. Government Restricted Rights. The Software is commercial computer software, as defined in 48 C.F.R. § 2.101. If Licensee is the U.S. Government or any contractor for the U.S. Government, Licensee shall receive only those rights with respect to the Software, Documentation, or technology that are granted to all other end users under the license in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors or (b) 48 C.F.R. § 12.212, with respect to all other U.S. Government licensees and their contractors.
15. General.
    1. Notices. All notices required under this EULA shall be in writing sent by hand, certified mail return receipt requested, or reputable overnight courier service addressed to the party at the address set forth in the order form if the Licensee obtained this EULA from Carlson or from the registration form if the Licensee registers the Software with Carlson unless changed by notice sent pursuant to this Section 15(a).
    2. No Assignment. The license granted above and this EULA in general is personal in nature. This EULA is binding on and benefits the parties and their permitted successors and permitted assigns. Licensee shall not assign, transfer, or delegate any of Licensee's rights or obligations under this EULA, whether voluntarily, involuntarily, by operation of law, or otherwise. If Licensee undergoes a change in control (whether by merger, consolidation, reorganization, or otherwise), that shall be deemed an assignment for purposes of this EULA. No assignment, transfer, or delegation will relieve Licensee of Licensee's obligations under this EULA. Any attempted or purported assignment, transfer, or delegation in violation of this Section 15(b) shall be null and void. Licensee shall not assign or attempt to assign the title in the Software or copies of the Software to any third-party. Carlson may assign, transfer, and/or delegate any of its rights or obligations (or the EULA as a whole) without Licensee's consent.
    3. Amendments and Waivers. This EULA may not be modified or amended except in writing signed by Licensee and Carlson, and none of its provisions may be waived except in writing signed by the party charged with waiving its rights. No waivers shall be implied, whether from any custom or course of dealing or any delay or failure in a party's exercise of its rights and remedies hereunder or otherwise. Any waiver granted by a party shall not obligate such party to grant any further, similar, or other waivers.
    4. Remedies. Except as otherwise expressly stated in this EULA, all of Carlson's remedies are cumulative, and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other. Licensee acknowledges that the covenants contained in this EULA are reasonable and necessary to protect Carlson's legitimate business interests. An actual or threatened breach of the provisions of this EULA may irreparably harm Carlson. Accordingly, in the event of an actual or threatened breach of this EULA, Licensee acknowledges that Carlson shall be entitled to seek injunctive relief, specific performance, or both in addition to all other remedies available to it at law or in equity in such circumstances.
    5. Force Majeure. Carlson's delay or failure to perform any obligation under this EULA shall be excused and Carlson shall not be responsible or liable to Licensee or deemed in default or breach under this EULA for any such failure or delay when such failure or delay is due to flood, tornado, hurricane, fire, sabotage, acts of God, strikes, labor disputes, civil disturbances, riot, rebellion, government actions, invasion, pandemic, epidemic, hostilities, war, terrorism, embargo, natural disaster, fluctuations of power, heat, light, air condition, loss or destruction of property, supply chain failures, Licensee's equipment, or any other circumstances beyond Carlson's reasonable control.
    6. Relationship. The parties are independent contractors. Nothing in this EULA shall create any partnership, agency, or other fiduciary relationship between them.
    7. Governing Law; Venue. This EULA shall be governed and construed in accordance with the laws of the Commonwealth of Kentucky, USA (without regard to conflicts of laws). Licensee hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in Mason County, Kentucky for all disputes arising out of this EULA or the relationship between Licensee and Carlson.
    8. Survival. All of Carlson's rights and the obligation to protect Confidential Information received during the term of this EULA in accordance with Section 6 of this EULA, as well as all terms and conditions of this EULA that by their nature are intended to survive termination of this EULA shall so survive.
    9. Third Parties. This EULA may be enforced only by the parties and their permitted successors and assigns.
    10. Entire Agreement. This EULA together with the invoices and registration documents constitutes the entire agreement between the parties superseding any and all other prior or contemporaneous agreements, promises, or representations between them regarding the subject matter of this EULA. No modification shall be made to this EULA unless expressed in writing signed by authorized representatives of both parties. The terms and conditions of this EULA override and terms and conditions set forth on any purchase order or similar document prepared or provided by Licensee.