Quality Data End User License Agreement

Please read the terms of the following License Agreement carefully.

By downloading, installing or otherwise using the product and/or its related materials, you agree to be bound by the terms and conditions of this License Agreement.. IMPORTANT — READ CAREFULLY: This license agreement ("LICENSE") is a legal agreement between you (either an individual or a single entity, also referred to as "LICENSEE", "YOU") and Quality Data Inc., for the software containing this LICENSE which may also include the software’s source code written in a high–level computer language, associated media, printed materials, and "online" or electronic documentation (collectively referred to as "SOFTWARE"). Any earlier license we may have granted to you for the use of earlier versions of the SOFTWARE is replaced by this LICENSE.

1. Definitions

“Software" means The Software provided by Quality Data, Inc. (ex. Dot Net Dash)

“License File” is a file containing a serial number and other information required to activate the software.

"Developer" means a human being or any other automated device using the SOFTWARE in accordance with the terms and conditions of this Agreement.

"Developer Seat License" means that each Developer using or otherwise accessing the programmatic interface or the SOFTWARE must obtain the right to do so by purchasing a separate End User License or Enterprise Subscription.

"Source Code" shall mean computer software code or programs in human readable format, such as a printed listing of such a program written in a high-level computer language. The term "Source Code" includes, but is not limited to, documents and materials in support of the development effort of the SOFTWARE, such as flow charts, pseudo code and program notes.

"Developed Software" means those computer software products that are developed by or through the use of the SOFTWARE.

"Developed Web Server Software" means those Developed Software products that reside logically or physically on at least one Web Server and are operated (meaning the computer software instruction set is carried out) by the Web Server's central processing unit(s) (CPU).

2. Your acceptance of the terms of this license

Your use of the software, in whole or in part, signifies your acceptance of the terms of the Agreement. If you do not understand any of the terms or conditions contained in this License Agreement, please contact Quality Data, Inc. using the contact information provided at QualityData.com.

If you do not accept the terms of this Agreement, then you may not use any part of the Software and if you purchased it, must return it within 30-days of the date of purchase to be eligible for a full refund. In such an event, you must delete all files included with the software and make reasonable efforts to ensure they are no longer used. All returned items are accepted or rejected at the discretion of Quality Data, Inc. Failure to comply with the terms of this license constitutes grounds for license termination. Please retain this License Agreement for future reference.

3. Grant of License

The software is the intellectual property of Quality Data, Inc. and is protected by law, including the United States copyright laws and international treaties. In exchange for a licensing fee or other considerations, Quality Data, Inc. grants you a limited, non-exclusive, nontransferable license to use the software subject to your compliance with all of the following conditions:

A license is a file containing a Serial Number and is provided by Quality Data, Inc. and required to activate the software. If you purchase multiple licenses, you will receive one serial number for each license. Licenses may be provided to you via Email or and may also be accessed in the “Your Account” section of the Quality Data Web Site.

You have paid the Licensing Fee in full to Quality Data, Inc. either directly or through an agent or reseller selected by Quality Data, Inc. The amount of the license fee depends upon the License Type as described in this Agreement.

You will properly install the License File issued to you by Quality Data, Inc. in accordance with the terms of the particular License Type issued and according to the instructions on the Quality Data web site or in related software documentation.

4. Type of License

The SOFTWARE is licensed to you on a per Developer basis except for the Enterprise Subscription which covers unlimited developers. A description of each license follows.

1 . Developer License

The SOFTWARE is licensed per Developer seat. This means that each individual using or otherwise accessing the SOFTWARE for development purposes must obtain the right to do so by purchasing an individual product license. Developer Seat License basis means that you may perform an installation of the SOFTWARE for use in designing, testing and creating Developed Software by a single Developer on one or more computers, each with a single set of input devices, so long as 1) such computer/computers is/are used only by one single Developer at any given time and not concurrently and, 2) the user is the primary User to whom the license has been granted. The SOFTWARE is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk or other storage device) of that computer for development purposes. If you install the SOFTWARE on a network server for the sole purpose of internal distribution among licensed developers this is not considered "use" of the SOFTWARE, so long as each individual developer has purchased a license.

1–1. Redistribution rights:

License to Distribute Developed Software. Subject to the terms and conditions in this License agreement, you are granted the license to use and to distribute Developed Software on a royalty-free basis, provided that the Developed Software incorporates the SOFTWARE as an integral part of the Developed Software in machine-language compiled format (customarily an ".exe", or ".dll", etc.). You may not distribute, bundle, wrap or subclass the SOFTWARE as Developed Software which, when used in a "design time" development environment, exposes the programmatic interface of the SOFTWARE. You may distribute, on a royalty-free basis, Redistributable Files with Developed Software only. You may not add or transfer the SOFTWARE serial number to the computer where the Developed Software is installed. Users of the Developed Software may not use the SOFTWARE or the Redistributable Files, directly or indirectly, for development purposes. In particular, if you create a control (or user control) using the SOFTWARE as a constituent control, you are not licensed to distribute the control you created with the SOFTWARE to users for development purposes.

You are granted the license to use and to distribute Developed Software on a royalty-free basis, (or, where applicable, the run–time portion of the Software) provided that:

You distribute the SOFTWARE, in object code form only, as part of solutions for internal company use, hosted applications, commercial solutions deployed at end–users’ sites or shrink–wrapped software (PACKAGED PRODUCTS) in which the SOFTWARE is integrated.

You ensure that the SOFTWARE is not distributed in any form that allows it to be reused by any application other than your solution. Technical guidelines will be provided upon request,

You duly inform your customers that they are not allowed to use the SOFTWARE independently from your solution. For use of the SOFTWARE in design–time (i.e. within a development environment such as Microsoft Visual Studio) your customers need to purchase the appropriate number of Developer Licenses from Quality Data, Inc.

You assume full responsibility for your customer’s use of the SOFTWARE and must ensure that Quality Data, Inc. has no obligation to such customer or liability for such customer’s use of the SOFTWARE.

All product licenses granted by you to your end user customers in accordance with the terms of this agreement are perpetual and royalty–free.

1–2. Standard Support:

As part of your Developer License you are entitled to Quality Data, Inc.’s "Standard" Support Package for a limited period of time, which guarantees an initial response to (but not necessarily a complete resolution of) your issue within forty eight (48) hours during business days.

2. Developer Subscription

You are granted one (1) Developer License as defined above. In addition you are entitled to receive a 1 Year Subscription to receive updates, and Quality Data, Inc.’s Priority Support Package as described below.

2–1. Subscription

You are entitled to receive all version updates for the SOFTWARE for a period of 1 (one) year.

2–2. Priority Support

As part of your license you are entitled to Quality Data, Inc.’s "Priority" Support Package for a limited period of time, which guarantees an initial response to (but not necessarily a complete resolution of) your issue within twenty four (24) hours during business days.

In addition to the license defined above, the SOFTWARE is licensed for use by multiple Developers within a single organization. This means that each individual using or otherwise accessing the SOFTWARE for development purposes fall under the Enterprise Subscription.

Upgrading Developer Subscription Licenses to an Enterprise Subscription

Once, you legally acquire five valid Developer Subscription Licenses you are automatically entitled to use any of those licenses on your computers as though they are an Enterprise Subscription License. If you transfer any of your Web Server Licenses and then have less than five Web Server Licenses, then each license reverts to a Web Server License and must be used in accordance with the limitations specified herein.

5. Term

The license is effective until terminated. You may terminate the license at any time without notice by removing all files relating to the program from your computers. The license will also terminate upon conditions set forth elsewhere in this Agreement, and Quality Data, Inc. may terminate your license without notice from Quality Data, Inc. if you fail to comply with the Agreement. You agree, upon such termination for any reason, to discontinue use of the software and to remove all files relating to the program from your computers. All payments made by you are non-refundable.

Notwithstanding termination, the following provisions shall survive: Sections 6, 7, 8, 9, 10, 11, 12 and 13. All other rights granted under this Agreement will cease upon termination.

6. Copyright

The software is copyrighted © 2009 - 2012 by Quality Data, Inc. All rights reserved.

Quality Data, Inc. owns all title to the software and its copyright, which are protected by copyright law and international treaty provisions. This License Agreement confers no title or ownership in the Software to you. Therefore, you must treat the software like any other copyrighted material except that you may install the software on your computers if you have the required Software licenses.

Except as expressly provided for in this license, you may not copy, modify, or transfer any part or element of this program.

7. Reverse Engineering

You agree that you will not attempt or cause to attempt to reverse compile, modify, translate, or disassemble the software in whole or in part.

8. Assignment

You may not transfer the software license to a third party organization, or to resell this product without prior written approval by Quality Data, Inc. Approval by Quality Data, Inc. will be contingent upon that party’s acceptance of the terms and conditions of this Agreement. If transfer is approved, you must not retain any electronic copies of the program, printed data or documentation from the program and its intellectual properties, or any machine readable, modified, or merged form of the program code.

9. Disclaimer of Warranties and Limitations of Remedies

Quality Data, Inc. software is licensed to you As Is. You, the consumer, bear the entire risk relating to the quality and performance of the software. Quality Data, Inc. does not warrant that the software and/or user documentation will meet your requirements or expectations, or that the operations of the software will be uninterrupted and/or error free. In no event will Quality Data, Inc. be liable for direct, indirect, incidental, or consequential damages resulting from any defect in the software. In the event any liability is imposed on Quality Data, Inc., our liability to you or any third party shall not exceed the purchase price paid for this product, if any.

No Other Warranties. To The Maximum Extent Permitted by Applicable Law, Quality Data, Inc. and Its Suppliers Disclaim Including, But Not Limited To, Implied Warranties of Merchantability, Fitness For A Particular Purpose, Title, And Non-Infringement, With Regard To The Software Product, And The Provision Of Or Failure To Provide Support Services. This Limited Warranty Gives You Specific Legal Rights. You May Have Others, Which Vary From State/Jurisdiction To State/Jurisdiction.

Some States do not allow the exclusion or limitation of implied warranties, so the above exclusions and limitations may not apply to you. This warranty gives you specific rights, and you may also have other rights that vary from state to state. In the event it is determined that any provision contained in this license is unlawful, void or unenforceable, such determination shall solely affect such unlawful, void or unenforceable provision and shall not affect the validity or enforceability of the remaining provisions of this license.

10. U.S. Government Restricted Rights

The software product and documentation are provided with Restricted Rights. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at FAR 252.227-7013 or subparagraph (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.

11. Governing Law, Jurisdiction and Venue

This agreement will be governed by, and construed in accordance with the laws of the state of Florida, without regard to its conflicts of laws principles. Each party hereby agrees that all disputes regarding this Agreement and the material covered by this agreement shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. All arbitral proceedings shall be held in Orlando, Florida. Each party hereby waives any objection it might otherwise have to venue in any of such arbitral proceedings.

12. Entire Agreement.

This Agreement constitutes the complete and exclusive agreement between you and Quality Data, Inc. with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in a writing duly signed by you and Quality Data, Inc.

13. Export Restrictions.

You acknowledge and agree that the software is subject to restrictions and controls imposed by the Export Administration Act of 1979, as amended (the “Acts”). You agree and certify that neither the software or any direct product thereof is being or will be used for any purpose prohibited by the Acts, nor will the software or any product thereof be exported to: (i) any country subject to U.S. trade embargo; (ii) any person or entity on the U.S. Denied Persons List, Specially Designated List, or Entities List.

Manufacturer is Quality Data, Inc., Orlando, FL USA.