CO-ADVISOR IN-HOUSE USE LICENSE AGREEMENT

Version 1.1
(C) Copyright 2002, 2004
The Measurement Factory

This is a legal agreement (Agreement) between You (an individual or single legal entity) and The Measurement Factory (Factory) governing the in-house use of the Co-Advisor software product (Software). By purchasing, downloading, installing, or using Software, You agree to be bound by the following terms.

Measurement Factory (Factory) grants You the right to use Co-Advisor Software (Software), subject to the terms of this agreement (Agreement). There are four in-house licensing options: Evaluation, Quarter, Annual, and Perpetual. Some terms are shared by all options. Exactly one option is applicable to You.

Terms applicable to Evaluation License

This Agreement is valid for 45 calendar days.
You must discontinue the use of the Software once this Agreement expires.
Evaluation versions of Software may not have all the functionality of paid versions.

Terms applicable to Quarter License

This Agreement is valid for 93 calendar days.
While this Agreement is valid, Factory will provide reasonable amounts of technical support and Software updates as and if they become available.
At the end of this Agreement validity period, Factory may extend the license for additional 93-day period(s) by invoicing You based on the then-current license fee. You may accept the renewal by paying the fee. All terms and conditions of this Agreement will apply during the renewal periods(s).
You must discontinue the use of the Software once this Agreement expires.

Terms applicable to Annual License

This Agreement is valid for one calendar year.
While this Agreement is valid, Factory will provide reasonable amounts of technical support and Software updates as and if they become available.
At the end of this Agreement validity period, Factory may extend the license for additional one-year period(s) by invoicing You based on the then-current fees. You may accept the renewal by paying the fee. All terms and conditions of this Agreement will apply during the renewal periods(s).
You must discontinue the use of the Software once this Agreement expires.

Terms applicable to Perpetual License

You may use the Software in perpetuity.
For the first year, Factory will provide reasonable amounts of technical support and Software updates as and if they become available.
At the end of the year, Factory may extend the upgrade and support services for additional one-year period(s) by invoicing You based on the then-current fees. You may accept the renewal by paying the fee. All terms and conditions of this Agreement will apply during the renewal periods(s). If You do not accept the service renewal, You may continue to use the software without any fees, but You will not receive technical support or Software updates.

Terms applicable to all licenses

You may make copies of the Software for additional installations on the same site and for archival or back-up purposes.
This Agreement authorizes You to use the Software only for in-house testing purposes. Distributing the Software or sharing access to the Software with third parties (including, without limitation, offering testing services to third parties using the Software) is prohibited.
You may terminate Your use of the Software at any time, but You will not be entitled to a refund of any portion of the license fee.
Factory may terminate this license for material breach by You. Upon termination, You agree to stop using and to destroy all copies of the Software.
Any conflicting terms contained in a purchase order for the Software submitted by You which has not been executed by Factory are expressly rejected.
This Software license may not be assigned or otherwise transferred without Factory explicit written permission.
This Agreement will be governed under the laws of the State of Colorado, USA.

Disclaimer of warranty

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.