Zyqual Ltd Evaluation License Agreement
By installing or using this software or website, you acknowledge that you have read this evaluation license agreement, that you understand it, and that you agree to be bound by its terms. If you do not agree to the terms and conditions of this evaluation license agreement, promptly let the zyqual ltd. Representative know.
Grant of License
Zyqual’s Assessment Database (“Zyqual Ltd.”) grants the individual/institution installing/subscribing and using this software or website (the “Software”) a non-exclusive, non-transferable license to use the Software during the applicable evaluation period. By installing or using the Software you agree to be bound by the terms of this Evaluation License Agreement (the “Agreement”). The license granted hereunder includes a license to use any documentation files accompanying the Software (“Documentation”), provided that all copyright notices are maintained on the Software and Documentation. The Software and Documentation shall be used only by you, only for your internal evaluation purposes only, solely in accordance with its documentation, and subject to any project number restriction set by Zyqual Ltd.
You have no ownership rights in the Software. Rather, you have a license to use the Software as long as this Agreement remains in full force and effect. Ownership of the Software, Documentation and all intellectual property rights therein shall remain at all times with Zyqual Ltd. Any other use of the Software by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this Agreement.
The Software and Documentation contain material that is protected by United Kingdom Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by Zyqual Ltd.
Use and Restrictions
Use of the Software is permitted provided that the terms and conditions of this Agreement are met. Notwithstanding the foregoing, you may not publish, display, loan, transfer, assign or sublicense the Software or any part thereof. Except to the extent Zyqual Ltd. may, in certain jurisdictions, be required by law to permit reverse engineering, you may not modify, disassemble, decompile or otherwise reverse engineer the Software nor permit any third party to do so. You shall not use Software in the operation of a third party service bureau or business that benefits any other person or entity or in connection with any publically accessible web site.
You acknowledge that the Software contains proprietary trade secrets of Zyqual Ltd. and you hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you, or associated with you, who come into contact with the Software, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the Software for the purpose of deriving the source code of the Software.
Any use by you of the software is at your own risk. The software is provided “as is”. To the maximum extent permitted by law, zyqual ltd. Disclaims all warranties of any kind, either expressed or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose, or non-infringement of third party rights. Zyqual ltd. Does not warrant that the functions contained in the software will meet any requirements or needs you may have, or that the software will operate error free, or in an uninterrupted fashion, or that any defects or errors in the software will be corrected, or that the software is compatible with any particular platform.
Limitation of Liability
In no event will zyqual ltd. Be liable to you or any third party for any incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of the use of or inability to use the software, or for any claim by any other party, even if zyqual ltd. Has been advised of the possibility of such damages. Zyqual ltd’s aggregate liability with respect to its obligations under this agreement or otherwise with respect to the software and documentation or otherwise shall not exceed £50.00. You acknowledge that the provisions of this section represent a reasonable allocation of the risk that is reflected in the amounts paid by you hereunder
Zyqual Ltd. makes no representation that the Software or Documentation is appropriate or available for use outside of the United Kingdom. Software and Documentation obtained from Zyqual Ltd. are further subject to United Kingdom export controls. No software or Documentation may be Provided or otherwise exported or re-exported (1) into (or to a national or resident of) Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country to which the United Kingdom has embargoed goods; or (2) to anyone on the UK Home Office list of Specially Designated Nationals or the U.K. Commerce Department’s Table of Deny Orders. By Installing or using the Software or Website or Documentation, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
This Agreement is effective upon installing or using the Software and shall continue until it is terminated. You may terminate this Agreement at any time by destroying or returning to Zyqual Ltd. all copies of the Software and Documentation in your possession or under your control. Zyqual Ltd. may terminate this Agreement for convenience and for any or no reason. Upon notification of termination, you agree to destroy or return to Zyqual Ltd. all copies of the Software and Documentation and to certify in writing, if so requested by Zyqual Ltd., that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Agreement.
Governing law and jurisdiction
This Agreement and any dispute or claim arising out of, or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or its formation (including non-contractual disputes or claims).