Incident Management: Recognize, React, Respond

IMCD END USER LICENSE AGREEMENT (EULA)

You should carefully read the following terms and conditions. You will accept them by entering the License code or key. You should return the complete software package including the media if applicable, the License agreement, and any associated documentation intact to your supplier within seven days of receipt if you do not agree with these terms and conditions. Your supplier will credit the License fee charged to or paid by you.

The media, the License agreement, and any associated documentation as well as any and all derivatives thereof (the “Software”) is supplied under License from ContingenZ Corporation, 227 Fowling St., Playa Del Rey California 90293 (“ContingenZ”) or a ContingenZ distributor, dealer, reseller, or other supplier (“Supplier”) upon the following terms which you will be deemed to have accepted upon opening the License agreement folder.

All copyrights and other intellectual property rights in the Software are owned absolutely by ContingenZ or authorized licensors to ContingenZ. You may not load the Software onto a computer or use the Software in any manner without the express License of ContingenZ or your Supplier on the terms set out below. You are granted a non-exclusive, non-transferable License to use the Software on up to three computers under your control for which the Software was licensed. You are also authorized to make backup copies of the Software (not including the user manuals and associated documentation) solely for security backup operational purposes as described within the software, provided that you reproduce all copyright notices, trademarks, legends, and logos on the backup copy and maintain an accurate record of its location.

CONDITIONS OF USE. The Software is copyrighted by ContingenZ and authorized Licensors to ContingenZ. You may not: (1) Use the Software or any part of it on a computer of a type other than that for which the Software License was granted.

(2) Make copies of the Software except for security backup purposes in accordance with this Agreement.

(3) Make copies of any associated documentation.

(4) Loan, rent, assign, lease, sublicense, transfer, or otherwise provide, electronically or otherwise, the Software or any copy or part of it to anyone else.

(5) Remove any copyright notice, trademark, legend, logo, or product identification from the Software or the backup copy.

(6) Reverse engineer, disassemble, reverse translate, or in any way decode the Software to derive any source code except as permitted by a law made pursuant to the European Council Directive on the Legal Protection of Computer Programs and then only if indispensable to achieve the interoperability of an independently-created program and only after first contacting ContingenZ and being advised that the required information is not available.

TERM. This Agreement is effective immediately upon entering the License code or key that enables full operation of the Software. The License granted under this Agreement shall terminate automatically if you are in breach of or fail to comply with any term or condition herein. You must destroy all copies of the Software, completely purge the Software from all systems, and certify to ContingenZ or to your Supplier that they have been so destroyed upon such termination. You will not be entitled to any refund of money or other consideration paid by you.

LIMITED 90 DAY WARRANTY. Your Supplier will replace any defective media free of charge for a period of 90 days from the date on which you receive the Software. You must notify the Supplier of any material physical defect in the media on which the Software is recorded as soon as you discover the defect. This replacement will only be provided if you return the defective media post-paid to your Supplier stating your name and address and enclosing proof of your License such as an invoice copy. This is your sole remedy in the event of a media defect. This warranty shall not apply in the event that the Software media is lost or stolen or has been damaged by accident, misuse, neglect, or unauthorized use or modification.

LIABILITY. ContingenZ, authorized licensors to ContingenZ, and your Suppliers make no representations or warranties, whether express or implied (by statute or otherwise), relating to the performance, quality, merchantability or fitness for a particular purpose of the Software or otherwise and all such representations or warranties are hereby specifically disclaimed and excluded except as expressly provided above for media.

You alone are able to determine whether the Software will meet your requirements. The entire risk as to its performance is with you and, except to the extent provided in the warranty section above, should the Software prove defective, you alone must assume the entire cost of all necessary servicing, repair, or correction and any incidental or consequential damages. ContingenZ, authorized licensors to ContingenZ, or your Suppliers will in no event be liable for direct, indirect, special, incidental, or consequential damages (including loss of profits or business) resulting from any defect and/or use of the Software, even if ContingenZ or any such entity has been advised of the possibility of such damage, whether due to ContingenZ’s or to any such entity’s negligence, breach of contract, misrepresentation, or otherwise.

Notwithstanding the above, if there should arise any liability on the part of ContingenZ or any such entity, by reason of the licensing or use of the Software or otherwise, whether due to ContingenZ’s or to any such entity’s negligence, breach of contract, misrepresentation, or otherwise, such liability shall under no circumstances whatsoever exceed the price paid by you for the License to use this Software or, at the election of ContingenZ, the cost of repair or replacement of the defective Software.

You shall indemnify ContingenZ, authorized licensors to ContingenZ, and your Suppliers against all claims by third parties (other than claims alleging breach by the Software, as supplied, of a third party’s copyright, patent, or other intellectual property rights) arising from possession or use of the Software by you or by anyone using it with your consent.

UPDATE POLICY. ContingenZ or your Supplier may at their sole discretion advise you of and license your use of Software updates and new releases at the current prices for such Software updates and new releases. Any such updates and new releases will be licensed subject to the terms and conditions of this Agreement or of a new agreement provided by ContingenZ or by your Supplier.

GENERAL. This Agreement shall be governed by and interpreted in accordance with the laws, other than choice of laws rules, of the State of California, United States of America.

You acknowledge that you have read this Agreement, agree to be bound by its terms and conditions, and agree that it is the complete and exclusive statement of the agreement between you and ContingenZ which supersedes any previous proposal or agreement, whether oral or written, relating to the subject matter of this Agreement, by opening the License agreement folder.

Any representations, modifications, or amendments to this Agreement shall be of no force or effect unless in writing and signed by an authorized officer of ContingenZ. Either party’s failure or delay in enforcing any provision hereof will not waive that party’s rights. The remainder of this Agreement shall remain valid and enforceable according to its terms if any provision of this Agreement is found invalid or unenforceable pursuant to any judicial decree or otherwise.

ContingenZ may assign or transfer its rights and obligations under this Agreement without your prior consent. You may not transfer your rights under this Agreement to another party without prior consent in writing and signed by an authorized manager of ContingenZ.