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CO-ADVISOR IN-HOUSE USE LICENSE AGREEMENT

Version 2.0
(C) Copyright 2002-2012 The Measurement Factory, Inc.

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

Factory grants You the right to use Software, subject to the terms of this 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 21 calendar days.

  • You must discontinue the use of the Software once this Agreement expires.

  • Evaluation is meant for testing Co-Advisor software, not Your product. You must not use evaluation license or evaluation test logs to perfect Your product.

Terms applicable to Quarter License

  • This Agreement is valid for 93 calendar days.

  • While this Agreement is valid, Factory will provide commercially-reasonable best-effort email-based technical support and will provide access to Software updates as and if they become available.

  • 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 commercially-reasonable best-effort email-based technical support and will provide access to Software updates as and if they become available.

  • You must discontinue the use of the Software once this Agreement expires.

Terms applicable to Perpetual License

  • You may use the Software in perpetuity. There are no artificial time limits in the license, but without updates You will eventually face technical difficulties supporting appropriate Software execution environment. Perpetual license does not guarantee that Software will work forever.

  • During the first licensing year, Factory will provide commercially-reasonable best-effort email-based technical support and will provide access to Software updates as and if they become available.

  • After the first licensing year, support and updates are optional and may be requested at any time using then-current prices. Skipping or significantly delaying Software updates increases the risk of losing Your old test results.

Terms applicable to all licenses

  • All Software licenses are site/team-based: There are no per-user or per-CPU fees. You may make a reasonable number of Software copies for additional installations on the same site, for the same team, and for archival or back-up purposes.

  • Within one month of the paid license expiration time, You may extend the license to a longer term by paying the price difference between the purchased and the longer-term license. The effective start date of the extended license will be the same as the effective start date of the shorter license. Extending to a perpetual license does not qualify You for an extra year of free Software support and updates.

  • 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 is 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.


© 2013 The Measurement Factory.