Software License Agreement for The Membership Manager Control
Please read the terms of the following License Agreement carefully.
- “Software" means The Membership Manager Control.
- “License File” is a file containing a serial number and other information required
to activate the software.
- "You" means the company, entity or individual whose product registration for the
Software is on record with Quality Data, Inc. You are licensed to use the Software
at one location, as identified by the contact information provided by you with the
software registration or when the software was purchased. If you have other locations,
separate licenses are required, unless otherwise stated in this agreement. “You”
is sometimes referred to as “your” throughout this License Agreement.
- "Use" means storing, loading, installing, or executing the Software.
- “Development Computer” is a computer used in the software development process including
coding, debugging, testing, staging, and documenting without making a web site available
to end users. The Development Computer can be located either at your location or
- “Production Web Server” is a computer that makes a web site available to end users,
usually on the Internet or an intranet. The Production Web Server must be managed
exclusively by you, either by an employee or a consultant. All web sites on the
Production Web Server are operated by you only.
- “Hosted Web Server” is a computer that makes a web site available to end users, usually on the Internet or an intranet. The Hosted Web Server is managed by a third party hosting company. The Software is only licensed to be used on web sites operated by you.
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 web server basis only and for web servers that are yours. If your site is hosted by a third party, your license applies to the portion of the server that is yours. If you are a hosting provider, then your license applies to the entire server on which you are providing hosting services. The software is not licensed per domain name, URL, Internet protocol address, physical address or per computer processor.
- Web Server License
A Web Server License is required for each Production Web Server and Hosted Web Server on which the software is installed. A Web Server running multiple sites and accessing multiple databases requires only a single Web Server License. The Web Server License may be used on your Development Computers provided that those computers use the software only in a development mode and are not used with live data.
- Site License
A Site License allows you to use the software on an unlimited number of Production Web Servers and Development Computers as long as those servers and computers are yours. You may also use the software on any number of Hosted Web Servers for the portion of those servers that are yours. A License File is issued per Site License Serial Number and may be installed on any allowed servers.
- Upgrading Web Server Licenses to a Site License
Once you legally acquire five valid Web Server Licenses, you are automatically entitled to use any of those licenses on your computers as though they are a Site 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.
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.
The software is copyrighted © 2006 - 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.
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 Arbi¬tration 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.