Polished Analytics - Sensitivity Explorer

Software End-User License Agreement

THIS IS A CONTRACT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE. BY PURCHASING, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.

Definitions

“Activate” and “Activation” means the process of associating a Licensed Device with a License Key to give the Licensed Device permission to run the Software.

“License Key” means the alpha-numeric code provided with the Software to unlock full functionality and assign a software license to a particular device.

“Licensed Device” means a single computer that has been associated with a License Key and given permission to run the Software.

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with you. For purposes of the foregoing, “control” means the ownership of (i) greater than fifty percent (50%) of the voting power to elect directors of your company, or (ii) greater than fifty percent (50%) of the ownership interest in your company.

“Agreement” means this End User License Agreement.

“Documentation” means any standard online installation materials, technical specifications, and technical user documents relating to the Software provided to you by Polished Analytics Inc.

“Polished Analytics” means Polished Analytics Inc., a Delaware Company, 418 Broadway #7502 Albany, NY 12207 USA.

“Software” means collectively the Sensitivity Explorer software, any documentation Polished Analytics makes available with the software, and any updates or changes made to said software and documentation.

“Subscription Period” means the period for which you are permitted to install, use and operate the Software, as further described in the License Scope section of this document.

“Support Services” means technical support services provided by Polished Analytics, and upgrades or updates to the Software.

“Trial” means the temporary use of the software free of charge, without a License Key.

“Trial Period” means the period during which you are permitted to use the software as a Trial.

“Quote” refers to the either:

1. The document provided by Polished Analytics or, in the event of a reseller, the document provided by the reseller, that must be signed by you. The Quote may contain your bill to and ship to address, the specific Software, type of license, quantity, term of license, and economic terms including, but not limited to license fees, frequency of billing, and payment terms.
2. The details of the Software, Trial terms, licenses, and license terms as shown in the Polished Analytics online store.

“You” or “you” and “your” mean the individual or legal entity acquiring the Software and your Affiliates (if applicable).

License Scope

Subject to the terms of this Agreement and payment of the fees set forth in the Quote, this license grant to the Software is for the Subscription Period set forth on the Quote (“Initial Subscription Period”). The Initial Subscription Period begins on the date the License Key is delivered to you. Billing and payment will be in accordance with the terms described in the Quote. At the end of the Initial Subscription Period, or any Subscription Period (as defined below) thereafter, the Subscription Period will renew automatically at the same rate or a higher rate that we have communicated to you before renewal, for the same Subscription Period as the previous Subscription Period (each a “Subscription Renewal Period,” and together with the Initial Subscription Period, the “Subscription Period”) unless Polished Analytics or you opt out.  You can return to your Polished Analytics’ buyer’s account to cancel the subscription at any time.

Trial Licensing

The Software may be licensed on a Trial basis. Your rights to use the Software on a Trial basis are limited to the Trial Period as indicated in the software.  After expiration of the Trial Period, the trial Software will stop functioning and licensing rights will end.

License Grant

Subject to the terms of this Agreement and payment of the fees set forth in the Quote, Polished Analytics hereby grants to you a limited, non-exclusive, non-transferable (except as expressly permitted in the Assignment section of this document), non-sublicensable license to install, use and operate the Software in compliance with the Documentation, in compliance with all applicable laws and regulations and as specified herein in executable, machine-readable form only and only on devices owned or controlled by you.  This Agreement shall remain in full force and effect for the duration of your use of the Software.

You are permitted to install and use one copy of the Software on one computer or device, along with other rights, as described below. Before you use the Software under a license, you must Activate that license on one device. That device is the Licensed Device.

The Software is licensed in accordance with this Agreement, not sold. This Agreement only grants you limited rights to use the Software. Polished Analytics reserves all ownership, intellectual property, copyright, and other rights not expressly granted to you under this Agreement. You may use the Software only as expressly permitted in this Agreement.

You may not:

1. Sell, rent, lend, lease, sublicense, transfer, assign, distribute, disclose or provide access to the Software, updates, or Documentation.
2. Use the Software, updates, or Documentation on a “service bureau” basis for any other time-sharing purpose to any party, or in any other way which allows unauthorized third parties to use or exploit the Software.
3. Reverse engineer, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of the Software
4. Use the Software in any manner that violates any applicable law, including in violation of the intellectual property or other rights of any third party, including privacy rights.
5. Distribute or make available the License Key(s) for the Software, or updates, to a third party
6. Modify, translate, adapt or create derivative works based upon the Software or Documentation.
7. Modify, remove or cover proprietary notices in or on the Software, updates or Documentation.
8. Authorize or permit unauthorized use of or access to the Software. You may not set up the Software in any manner that would enable more users to access or use the Software than have been licensed, whether simultaneously or in series, including, but not limited to, setting up the Software for remote access or connecting the Software to a web portal, batch processing gateway or other similar means for feeding data to the Software.

License/Trial Activation

Activation associates the use of the Software with one specific device. During activation, the Software will send information about itself and the Licensed Device to Polished Analytics. This information includes the License Key (in the case of License Activation) and information derived from the hardware configuration but does not include any personally identifiable information about any user.   After activation, the software may periodically send the same information to Polished Analytics to update the local information about the license (for example, new expiration date or new edition.) BY INSTALLING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION TO POLISHED ANALYTICS AND USE OF SUCH INFORMATION BY POLISHED ANALYTICS FOR ACTIVATION PURPOSES. Polished Analytics does not use this information to identify or contact you.

Termination

Term of the Agreement

The term of this Agreement will commence upon installation of the Software and will continue for the duration of the Trial Period or the Subscription Period set forth in the Quote unless terminated earlier as set forth herein and unless the user renews the Subscription for the next Subscription Period.  Upon any subscription renewal, the terms of the agreement will automatically be extended until the end of the new subscription period.

Termination of Agreement for Breach

This Agreement may be terminated for cause by either party in the event of any material breach by the other party, in which breach remains uncured thirty (30) days after the provision of written notice thereof.

Effects of Termination

Upon any termination of this Agreement, you must cease using all copies of the Software. Notwithstanding the foregoing, terms of this Agreement which by their nature apply after termination or non-renewal of this Agreement shall survive, including but not limited to the Limited Warranty and Limitation on Exclusion of Damages sections of this Agreement.

Reassignment to Another Device

You may reassign the Software license to a different Licensed Device up to four times per year for an annual subscription, or once every three months for a monthly subscription.   To reassign the Software, you must first deactivate the Software on the first Licensed Device so that it is no longer functional.

Assignment

Your rights in and to the Software provided under this Agreement may not be assigned, licensed, pledged, or otherwise transferred voluntarily by operation of law or otherwise without Polished Analytics’ prior written consent, and any such prohibited assignment shall be null and void. Notwithstanding the foregoing, either party may assign this Agreement to any Affiliate, or to a person or entity into which it has merged or which has otherwise succeeded to all or substantially all of its business and/or assets to which this Agreement pertains, by purchase of stock, assets, merger, reorganization or otherwise, and which has, by providing prompt written notice to Polished Analytics, assumed in writing or by operation of law, its obligations under this Agreement, provided that you may not assign this Agreement to a direct competitor of Polished Analytics.  In the event of assignment, this Agreement shall be binding upon and shall inure to the benefit of the parties’ respective

Updates

Polished Analytics may provide updates, patches, or upgrades to the Software at its sole discretion. Any updates provided will be governed by this Agreement unless accompanied by a separate license agreement.

Documentation

The Documentation included with the Software may be copied and used for internal purposes only. You must replicate all copyright and other proprietary notices on the Documentation if you copy it.

Limited Warranty

If you follow any restrictions enumerated in the Documentation and comply with the terms and conditions of this Agreement, Polished Analytics warrants the Software will perform substantially as described in the Documentation during the subscription period (“Limited Warranty”).

This Limited Warranty does not cover problems caused by your acts (or failure to act), the acts of others, or events beyond Polished Analytics’ reasonable control. In the event the Software does not meet this Limited Warranty, Polished Analytics will repair or replace the Software at no charge. If Polished Analytics cannot repair or replace the Software, Polished Analytics will refund the amount shown on your paid invoice for the Software for the current Subscription Period. You must deactivate the Software to obtain a refund. These are your only remedies for breach of this Limited Warranty.

POLISHED ANALYTICS PROVIDES SUPPORT SERVICES AT ITS OWN DISCRETION WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH IN THE SECTION, POLISHED ANALYTICS AND ITS SUPPLIERS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SOFTWARE, SUPPORT SERVICES, OR ANY OTHER PROFESSIONAL SERVICES SUPPLIED IN ACCORDANCE WITH THIS AGREEMENT WHETHER EXPRESS, IMPLIED, OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; AND (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, EFFECTIVENESS, CURRENCY OR COMPLETENESS OF THE SOFTWARE, DOCUMENTATION OR SUPPORT SERVICES. POLISHED ANALYTICS DOES NOT REPRESENT OR WARRANT THAT YOUR USE OF THE SOFTWARE OR SUPPORT SERVICES WILL BE ERROR-FREE, VIRUS-FREE, UNINTERRUPTED, SECURE, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS. POLISHED ANALYTICS’ EXPRESS WARRANTIES SHALL NOT BE ENLARGED, DIMINISHED, OR AFFECTED BY AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF POLISHED ANALYTICS’ RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THE SOFTWARE OR USE OF THE SOFTWARE IN COMBINATION WITH ANY SYSTEM NOT AUTHORIZED IN THE DOCUMENTATION OR WITH HARDWARE OR SOFTWARE SPECIFICALLY FORBIDDEN BY THE DOCUMENTATION. YOU ARE SOLELY RESPONSIBLE FOR THE LICENSED DEVICE.

Limitation on and Exclusion of Damages

YOU CAN ONLY RECOVER FROM POLISHED ANALYTICS DIRECT DAMAGES UNDER OR RELATING TO THIS AGREEMENT UP TO THE AMOUNT YOU PAID POLISHED ANALYTICS IN THE TWELVE MONTHS PRECEDING THE FIRST CLAIM UNDER THIS AGREEMENT. MULTIPLE CLAIMS DO NOT INCREASE THIS LIMIT. YOU MAY NOT RECOVER DAMAGES UNDER OR RELATING TO THIS AGREEMENT FROM POLISHED ANALYTICS’ SUPPLIERS. IN NO EVENT SHALL POLISHED ANALYTICS BE LIABLE FOR ANY OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES, AND ANY DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE SOFTWARE OR SUPPORT SERVICES, EVEN IF POLISHED ANALYTICS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. This limitation applies to anything related to or arising from the Software, Support Services or this Agreement (including your use of, the results of your use of, or your inability to use the Software or Support Services), and to claims for breach of contract, breach of warranty, guarantee or condition, indemnification, strict liability, negligence, other tort, or any other claim under any theory, to the maximum extent permitted by law. It also applies even if repair, replacement, or refund of fees does not fully compensate you for any losses.

Export Restrictions

The Software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use.

Entire Agreement

This Agreement, together with any Quote, and in the case of renewals, the invoice issued by Polished Analytics, forms the entire Agreement between the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter. The foregoing notwithstanding, the pre-printed terms and conditions of any purchase order or other ordering document issued by you in connection with this Agreement shall be deemed to be for your convenience only and shall in no way modify, add to or delete from the terms and conditions of this Agreement or any Quote. No amendment to this Agreement shall be binding on Polished Analytics unless it is in a writing executed by an authorized representative of Polished Analytics. For the avoidance of doubt, Polished Analytics’ signature of Your purchase order signifying acknowledgement of said purchase order shall not be considered an amendment to this Agreement.

Governing Law/Venue

This Agreement shall be governed by the laws of the State of Delaware, United States of America without reference to its conflicts of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are specifically excluded from application to this Agreement. The parties agree that any action, proceeding, controversy or claim between them arising out of or relating to this Agreement (collectively, an “Action”) shall be brought only in a court of competent jurisdiction in Delaware. Each party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any Action.

Severability

If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement.

US Government Restricted Rights

If You are an organization of the United States government, the Software is provided with Restricted Rights. You agree to meet all requirements necessary to ensure that the Federal Government will honor such rights. Disclosure, use or reproduction of the Software and accompanying Documentation are subject to restrictions set forth in the Commercial Computer-Restricted Rights clause at Federal Acquisition Regulation 52.227-19, when applicable, or in the Department of Defense Federal Acquisition Regulations Supplement 252.227-7013.