Q-Pulse Product Management 2.0


Name:		Q-Pulse Product Management

Version:		2.0.0.0

Publisher:		Ideagen


License Agreement
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You must accept the license agreement before continuing.
EULA

End User Licence Agreement
Version 9.2

This document is controlled and may not be changed or amended without written agreement. This is a legal binding agreement which you must agree to before using any Ideagen perpetually licensed software. If you have been provided with the Services by your company to use (“Company User”), and if Ideagen and your company have an existing agreement in place that governs the use of this Software (“Company Agreement”) then this EULA is subordinate to the Company Agreement.


1. Definitions and Interpretations 
1.1 In this End User Licence Agreement, the following terms shall have the following meanings:

“Hosted”	means Software is deployed and managed by Ideagen or its agents. For example, the Software 
		and associated data are installed and managed on infrastructure owned or operated by 
		Ideagen or its agents and accessed remotely by the Licensee;
“MSSA”		means the Master Software and Services Agreement;
“Order Form”	means a quotation provided by Ideagen that details the Software and/or Services that 
		Ideagen are agreeing to provide;
“On-Premise”	means the Software and associated data are installed and managed on infrastructure at 
		the premises of the Licensee 
		(or other such location operated or specified by the Licensee) and managed by the 
		Licensee or its agents;
“Scope of Work”	means a contractual document provided by Ideagen specifying the project plan, scope 
		and detail of the Software and/or Services to be provided;
“Services”	means all services supplied by Ideagen; 
“Software” 	means software products including online software products that are ordered by the 
		Licensee and made available to the Licensee as Hosted or On-Premise by Ideagen, 
		including any interfaces or associated offline components as described in both product 
		documentation and if applicable any Order Form or Scope of Work; and
“Work Product”	means any expression or results of Ideagen’s Services, or the work, programs, 
		applications, interfaces, Software, and other technical information created by Ideagen 
		in the course of performing the Services, which are the property of Ideagen.


2. Software licence
2.1 The Software, including third party software embedded in the Software, is not open-source, freeware, or shareware, it is only licensed, not sold, to the you (the “Licensee”) under the Company Agreement or the terms of the MSSA, the Order Form or Scope of Work and this EULA. Ideagen and/or its affiliates collectively (the “Licensor”), reserves all rights not expressly granted to the Licensee under this EULA. 

2.2 Where the Software is provided in object code format and on a perpetual basis:

2.2.1 The Licensor grants the Licensee subject to, in some products, a valid licence key being required, a non-exclusive, non-transferable, royalty-free, fully paid-up perpetual licence to access and use the Software and/or Work Product only for the Licensee’s internal business operations and in accordance with this EULA, either (a) where the Licensor has agreed an Order Form or Scope of Work directly with the Licensee or (b) the Software is being supplied by Ideagen's authorised reseller (a “Non-Customer User”).


3. Terms of Use
3.1 Where the Software is provided in object code format and on a perpetual basis, the Licensee may make a maximum of one (1) copy of the Software for back-up and/or disaster recovery purposes.

3.2 Subject to Clause 3.1, the Licensee agrees and acknowledges that it shall not:

3.2.1 reproduce, copy, distribute (on a website, ftp server or otherwise), redistribute, store, sell, rent, lease, make available as a bureau service, sub-license, assign, transfer, disclose, create derivative works or in any other fashion re-use the Software and/or Work Product without the prior written consent of the Licensor;

3.2.2 make adaptions or variations to the Software and/or Work Product without the prior written consent of the Licensor;

3.2.3 disassemble, decompile or otherwise reverse-engineer the Software and/or Work Product other than as permitted by operation of law;

3.2.4 alter, remove, obscure, conceal or otherwise interfere with any markings on or within the Software and/or Work Product (including the packaging and any other physical embodiment of the Software and/or Work Product) which refers to Ideagen and its third party licensors (as applicable) and must not interfere with, or fail to reproduce, any other copyright notices of Ideagen and its third party licensors (as applicable) as they appear in or on the Software and/or Work Product and any and all copies thereof;

3.2.5 use the Software and/or Work Product for any purpose that is illegal, fraudulent, harmful or otherwise contrary to any law or regulation or any regulatory code or any written instruction or guideline from the Licensor;

3.2.6 misuse the Software and/or Work Product by knowingly introducing trojans, viruses, worms, logic bombs or other material which is malicious or technologically harmful or attack the Software and/or Work Product via spamming, flooding, a denial-of-service attack or a distributed denial of service attack;

3.2.7 permit or facilitate the use of the Software and/or Work Product in any manner that causes, or may cause, damage to the Software or impairment of the availability or accessibility of the Software and/or Work Product or which would otherwise constitute a breach of the terms and conditions; 

3.2.8 tamper with, or attempt to gain unauthorised access to, the Software and/or Work Product or any server, computer or database connected to the Software and/or Work Product or probe, scan or test the vulnerability of the Software and/or Work Product; and/or

3.2.9 attempt to obtain, or assist third parties in obtaining, access to the Software and/or Work Product, other than as provided in this EULA.

3.3 The Licensee shall (a) use all reasonable endeavours to prevent unauthorised access to or use of Software and/or Work Product and (b) promptly report to Ideagen on becoming aware of any actual or suspected unauthorised access or use.

3.4 The Licensee shall use all reasonable endeavours to prevent any infringement of Ideagen, and/or its affiliates and third party licensor's Intellectual Property Rights in the Software and/or Work Product and shall promptly report to Ideagen on becoming aware of any actual or suspected infringement that comes to the Licensee’s attention.

3.5 The Licensee grants Ideagen and its affiliates a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Licensee to Ideagen and/or its affiliates for the purpose of providing the Services to the Licensee.

3.6 Where the Software is provided as a Service (“SaaS”): 

3.6.1 “Use” shall be defined in the Terms of Use of that Service.  


4. Limited Warranty
4.1 Subject to the limitations and exclusions of liability below, the Licensor warrants that the Software will materially conform with any documentation that accompanies it and to any specifications or descriptions provided by the Licensor and that use of the Software in terms of this EULA will not infringe the intellectual property rights of any third party.

4.2 The Software is provided “as is” without any warranty of any kind, whether express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

4.3 The Licensor does not warrant that the Software will be error-free or that such errors will be corrected, and the Licensee is solely responsible for all costs and expenses associated with the rectification, repair or damage caused by such errors.

4.4 The Licensor shall not be liable if the Software fails to operate in accordance with the limited warranty set out in this EULA as a result of any modification, variation or addition to the Software not performed by the Licensor or caused by any abuse, corruption, or incorrect use of the Software, including use of the Software with equipment or other software which is incompatible.

4.5 In the event that the Licensor incurs any liability of any kind, that liability shall be limited to the licence fee paid by the Licensee for the Software. Nothing in this Clause 4 or elsewhere in this EULA shall limit or exclude the Licensor’s liability for death or personal injury arising out of the Licensor’s negligence or fraudulent misrepresentation.


5. Your Statutory Rights
5.1 This EULA gives the Licensee specific legal rights, and the Licensee may also have other rights that vary from one country to another. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions included in this EULA may not apply to the Licensee. Other jurisdictions do allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions included in this EULA shall apply to the fullest extent permitted by the laws of the applicable jurisdiction. If any part of the limitations or exclusions in this EULA is held to be void or unenforceable, such part shall be deemed to be deleted from this EULA and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that the Licensee may have as a consumer (i.e., a purchaser for private as opposed to business, academic or government use) are not affected.


6. Intellectual Property Rights
6.1 The Software and related documentation are copyright works of authorship and are also protected under applicable database laws. The Licensor retains ownership of the Software, all subsequent copies of the Software and all intellectual property rights subsisting therein, regardless of the form in which such copies may exist. This EULA is not a sale of the original Software or any copies thereof.


7. General
7.1 This Agreement shall be interpreted in accordance with English Law, and the parties hereby submit to the exclusive jurisdiction of the English Courts in relation to any dispute and/or claim under or in relation to this Agreement or the subject matter hereof. 

7.2 This EULA constitutes the complete and exclusive statement between the Licensor and the Licensee with respect to the subject matter of this EULA and supersedes all proposals, representations, understandings, and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.

7.3 Any Clause in this EULA that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this EULA shall not be affected by that deletion.

7.4 Failure or neglect by either party to exercise any of its rights or remedies under this EULA will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this EULA nor prejudice that party’s right to take subsequent action.

7.5 This licence shall not be assigned by the Licensee without the prior written consent of the Licensor; except that either party may assign its rights and delegate its obligations hereunder to any affiliate, provided such assignee agrees in writing to be bound by this EULA. Any attempted assignment in violation of this provision shall be null and void. From and after the making of any such assignment and delegation by the assignor, the assignee shall be substituted for the assignor as a party hereto and the assignor shall no longer be bound hereby. Subject to foregoing, this licence is binding upon, inures to the benefit of, and is enforceable by the parties hereto and their respective successors and assign.


8. Terms applicable to Non-Customer Users 
8.1 Neither Ideagen nor its third party providers warrants that the Software will perform in accordance with any specifications, documentation, other standards, perform in an uninterrupted capacity, be error-free or bug-free, provide complete or accurate data, nor do they make any warranties as to the results to be obtained from the use of the Software. Neither Ideagen nor its third party providers will in any way be liable to Non-Customer Users or any other entity or person for their inability to use the Software, or for any inaccuracies, errors, omissions, delays, computer viruses or other infirmity or corruption, damages, claims, liabilities or losses, regardless of cause, in or arising from the use of the Software. The Software is provided on an “as is” basis and without warranty or any technical support of any kind. No warranties, either express or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, or of any other type is provided hereunder. 

8.2 The Licensee will defend Ideagen against any claim, demand, suit or proceeding made or brought against Ideagen by a third party alleging that any Licensee’s data that’s uploaded into the Software, or the licensee’s use of the Software is in breach of this EULA, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Ideagen”), and will indemnify Ideagen from any damages, attorney fees and costs finally awarded against Ideagen as a result of, or for any amounts paid by Ideagen under a court approved settlement of, a Claim Against Ideagen, provided Ideagen (a) promptly gives the Licensee written notice of the Claim Against Ideagen, (b) gives the Licensee sole control of the defence and settlement of the Claim Against Ideagen (except that the Licensee may not settle any Claim Against Ideagen unless it unconditionally releases Ideagen of all liability), and (c) gives the Licensee all reasonable assistance, at the Licensee’s expense.


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