User License AgreementIf you click to accept this ULA or download, install or use the Software (as defined below), you are agreeing to be bound by the terms of this ULA.
1. Introduction. This User License Agreement for BrigadeIQ Software (this "ULA") is between BrigadeIQ, LLC ("BIQ" or "we") and the individual or entity that has downloaded or procured the Software ("Client" or "you"). If you are an individual accepting this ULA on behalf of Client, you represent and warrant that you have full legal authority to bind Client to this ULA.
2. Software is for BrigadeIQ Clients Only. The software provided with this ULA ("Software") is an application made available solely for use with BIQ services by individuals or entities that have entered into a separate agreement with BIQ for use of the Software ("Client Agreement"). If you are not a BIQ client, you may not use the Software. This ULA applies solely in relation to the Software itself except as expressly provided herein. For clarity, this ULA does not grant any rights to access or use any other elements of BIQ which is governed by your Client Agreement, or to any other BIQ systems, websites, or data, which you may not use without express permission from BIQ. In event of any conflict between this ULA and the Client Agreement, this ULA will control solely with respect to its subject matter and the Client Agreement will control in other and all cases.
3. Your License Right. Subject to the terms and conditions of this ULA, BIQ grants you a non-exclusive, non-transferable, non-sublicensable license to install and use the Software on compatible devices that you own or control ("Your Devices"), solely to support your authorized use of BIQ and solely as permitted in this ULA. You will limit use of the Software to you and your employees and acting on your behalf to support your authorized use of BIQ, be responsible of such employees' and customers' compliance with this ULA and not grant access to the Software to any other third party. You may share the data entry and results features of the Software with your customers provided that you and your employees shall be in the presence of your customers and that you are responsible for all the terms of this ULA. You must, and must require your employees to, keep all login and password information for the Software strictly confidential and not share such information with any unauthorized person. Without affecting the express scope limitations in Section 2 and this Section 3, to the extent you wish to grant contractors or service providers (each a "Third-Party Recipient") with access to the Software or any other elements of BIQ or any other BIQ websites, or systems, any such Third-Party Recipient must enter into a separate agreement with BIQ.
4. Updates and Documentation. We may provide updates or upgrades to the Software ("Updates"), which will be included in the term "Software." In certain cases, we may require you to download Updates to continue to use the Software. Any Software-specific documentation we provide is also included in the term "Software".
5. Modifications to ULA. BIQ may update or revise this ULA from time-to-time, with notice given to you by email or through the Software itself. If you do not agree to the modified ULA, you must notify BIQ within fifteen (15) days of receiving notice of the ULA modifications, and BIQ will permit you to continue under the prior version of the ULA until the next renewal date of your Client Agreement. For any renewal terms, BIQ then-current ULA will apply. Notwithstanding the foregoing, if the ULA modifications were necessitated by applicable law or regulation or by the operator of the app store, marketplace or other site or service from which you downloaded the Software ("Application Store"), then, as specified by BIQ, such modifications may be effective upon a shorter time frame (or immediately) and you may not have the opportunity to continue under the prior version of the ULA.
6. Restrictions. You will not (and will not permit any third party to): (i) reproduce, modify, create derivative works of, distribute, sublicense or transfer the Software; (ii) use the Software for the benefit of any third party; (iii) circumvent mechanisms in the Software intended to limit your use; (iv) reverse engineer, disassemble, decompile, or translate the Software, or attempt to derive the source code of the Software, except as permitted by law; (v) use any deep-link, robot, spider, scraper or other automatic or manual device, process or means to access, copy, search or monitor any portion of the Software or BIQ systems, websites or data, except as expressly authorized by BIQ; (vi) take any action that imposes or may impose (in BIQ's sole determination) an unreasonable or a disproportionately large load on the Software or BIQ systems or websites; (vii) utilize any device, software or routine that will interfere or attempt to interfere with the functionality of the Software or BIQ systems or websites; (viii) use any portion of the Software or BIQ systems, websites or data to provide, or incorporate any portion of the foregoing into, any product or service provided to a third party; or (ix) use the Software except as expressly permitted in Section 3 (Your License Right).
7. Ownership. Each copy of the Software is licensed, not sold. BIQ and its licensors have and retain all right, title and interest in the Software (including all intellectual property rights).
8. Termination. This ULA will terminate automatically if your Client Agreement terminates or expires. In addition, BIQ may terminate this ULA immediately (i) if you breach this ULA or (ii) any aspect of this ULA is limited by law or third party terms of service. Upon termination of this ULA, your license to the Software will automatically terminate and you must cease using the Software and delete any login and password information. The following will survive termination: Sections 6 (Restrictions), 7 (Ownership), 8 (Termination), 9 (Disclaimers), 10 (Limitation of Liabilities), 11 (Data Collection), 12 (Export Control) and 13 (General).
9. Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" AND BIQ AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMLIED OR STATUTORY. THERE IS NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE, THAT ACCESS WILL BE CONTINUOUS OR ININTERRUPTED OR THAT ANY DATA PROVIDED OR USED WITH THE SOFTWARE WILL BE ACCURATE, COMPLETE OR TIMELY. YOU MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10. Limitation of Liabilities. IN NO EVENT WILL BIQ OR ITS LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER THIS ULA FOR (i) ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSIQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR (ii) AMOUNTS EXCEEDING ONE HUNDRED DOLLARS (US $100). THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS ULA IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12. Export Control. The Software is subject to U.S. export control laws and regulations, and may be subject to foreign export or import laws or regulations. You agree to comply strictly with all such laws and regulations and not to use or transfer the Software for any use relating to nuclear, chemical, or biological weapons or missile technology. You also represent and warrant that you are not located in a country that is subject to a U. S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country and that you are not listed on any U.S. government list of prohibited or restricted parties.
13. General. All notices required or permitted to be given under this ULA will be deemed given (i) three business days after being deposited in the mail, first class, postage prepaid, (ii) upon transmission, if sent by facsimile, (iii) upon delivery, if served personally or sent by any generally recognized overnight carrier, or (iv) upon transmission, if sent by e-mail and promptly confirmed by one of the means in (i) through (iii). This ULA will be construed in accordance with the laws of the State of South Carolina, USA without reference to its choice of law provisions and without regard to the United Nations Convention on the International Sale of Goods. The Federal and State courts located in the County of Lexington, South Carolina will be the exclusive venue for any claim or dispute between the parties or against any agent, employee, successor or assign of the other related to this ULA and the parties hereby consent to the personal jurisdiction of those courts for such purposes. The prevailing party in any dispute under this ULA will be entitled to its costs and reasonable attorneys' fees. If any provision of this ULA is held unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. This ULA will bind and inure to the benefit of each party's permitted successors and assigns. You may not assign or transfer this ULA or any rights hereunder other than as part of a permitted assignment of your Client Agreement, and attempted assignment or transfer in violation of the foregoing will be void. BIQ may freely assign or transfer its rights or obligations hereunder at its sole discretion. No provision of this ULA will be deemed waived unless the waiver is in writing and signed by BIQ. Except as set forth in Section 5 (Modifications to ULA), all amendments to this ULA must be in writing and signed by both parties. Subject to Section 2, this ULA is the entire agreement between you and BIQ with respect to its subject matter and supersedes any prior agreement relating to such subject matter. The Software is commercial computer software. If the user or licensee of the Software is an agency, department, or other entity of the United State Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by this ULA in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited. BIQ will not be liable to Client in any way whatsoever for any failure or delay in performance of any of its obligations under this ULA arising out of any event or circumstance beyond the reasonable control of BIQ.
14. BIQ Contact Information. If you have any questions, complaints, or claims regarding the Software, please contact us at:
7320 Broad River Rd
Irmo, SC 29063
7320 Broad River Rd
Irmo, SC 29063
15. Apple-Specific Terms. If you downloaded the Software from Apple's App Store, the following terms are part of this ULA:
- a. This ULA is between you and BIQ and not with Apple. However, as required by Apple, Apple and its subsidiaries will be third party beneficiaries of this ULA and will have the right (and will be deemed to have accepted the right) to enforce this ULA against you as a third party beneficiary.
- b. As we describe in Section 9 (Disclaimers), to the maximum extent permitted by law, we do not make any warranties about the Software. If the Software is nonetheless deemed not to conform to any warranty that may be implied at law, you may notify Apple and Apple will refund the purchase price (if any) for the Software to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the Software, and, as between Apple and BIQ, any other claims, losses, liabilities, damages, costs or expenses attributable to a failure to conform to a warranty will be BIQ's responsibility. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Software.
- c. As between BIQ and Apple, BIQ is solely responsible for the Software and for addressing any claims you or any third parties have about the Software or your possession or use of the Software, including without limitation (i) product liability claims, (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement and (iii) claims arising under consumer protection or similar legislation. In the event of any third party claim that the Software or your possession or use of the Software infringes that third party's intellectual property rights, Apple will not be responsible for the investigation, defense, settlement or discharge of such claim.