END USER LICENSE AGREEMENT

Effective: 9/8/2019

This is End User License Agreement (“License Agreement”) is between You and the North American Center for Threat Assessment and Trauma Response (“NACTATR”) and governs your Use of NACTATR Software. “You” and “Your” means the individual or legal entity licensing the Software under this License Agreement. “Use” or “Using” means to download, install, activate, access or otherwise use the Software. “Software” means the NACTATR computer programs and applications and any Upgrades made available to You and licensed to You by NACTATR.

  1. Acceptance of Terms
    By Using the Software, You agree to be bound by the terms of this License Agreement. If you are entering into this License Agreement on behalf of an entity, you represent that you have authority to bind that entity. If you do not have such authority or you do not agree to the terms of the License Agreement, neither you nor the entity may Use the Software.
  2. License
    1. Subject to payment of the applicable fees and compliance with this License Agreement, NACTATR grants You a limited, non-exclusive and non-transferable license to install and use Software on compatible devices you own or control (the “License”). The rights that NACTATR grants you under the License are subject to the terms of this License Agreement, and you may only make use of the License if you comply with all applicable terms. The License does not grant You any title or ownership in the Software.
    2. If the Software is licensed for a specified term, Your license is valid solely for the applicable term as specified. Your right to Use the Software begins on the date the Software is made available for download or installation and continues until the end of the specified term, unless otherwise terminated in accordance with this License Agreement.
  3. Intellectual Property
    1. NACTATR owns all copyright, trademarks, trade names, patents and other intellectual property rights (the “Intellectual Property Rights”) in and to the Software, including documentation and manuals thereto, copies, improvements, enhancements, derivative works and modifications thereof. Except as expressly stated herein, this License Agreement does not grant You any Intellectual Property Rights in the Software and all rights not expressly granted are reserved by NACTATR.
    2. NACTATR and other trademarks contained in the Software are trademarks or registered trademarks of NACTATR. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This License Agreement does not authorize You to use NACTATR names or any of its respective trademarks.
    3. You represent and warrant that You have issued internal policies and procedures in order to protect the Intellectual Property Rights in the Software, and shall maintain these policies and procedures throughout the term of this License Agreement.
  4. Limitations and Restrictions
    You will not nor will You allow a third party to:
    1. transfer, sublicense, or assign Your rights under this license to any other person or entity unless expressly authorized by NACTATR in writing;
    2. modify, adapt or create derivative works of the Software;
    3. reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software;
    4. make the functionality of the Software available to third parties, whether as an application service provider, or on a rental, service bureau, cloud service, hosted service, or other similar basis unless expressly authorized by NACTATR in writing; or
    5. Use Software that is licensed for a specific device, whether physical or virtual, on another device, unless expressly authorized by NACTATR in writing.
  5. Third Party Use of Software.
    You may permit a third party to Use the Software licensed to You under this License Agreement if such Use is solely (i) on Your behalf, (ii) for Your internal operations, and (iii) in compliance with this License Agreement. You agree that You are liable for any breach of this License Agreement by that third party.
  6. Limited Warranty and Disclaimer
    1. Limited Warranty. During the ninety (90) day period following NACTATR making the Software available for Use and the Software is not capable of performing its material functions, NACTATR shall make reasonable efforts to repair, replace, or cause the refund of the license fees paid for the non-conforming Software (the “Warranty”). You must report the non-conformance in writing to NACTATR within the Warranty period. NACTATR may ask You to return the Software as a condition of this remedy. This Warranty does not apply if the Software, NACTATR product or any other equipment upon which the Software is authorized to be used: (i) has been altered, except by NACTATR or its authorized representative, (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by NACTATR, (iii) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; (iv) is licensed for beta, evaluation, testing or demonstration purposes or other circumstances for which NACTATR does not receive a payment of a purchase price or license fee; or (v) has not been provided by NACTATR. NACTATR will use commercially reasonable efforts to deliver to You Software free from any viruses, programs, or programming devices designed to modify, delete, damage or disable the Software or Your data. This Section is Your exclusive remedy under the warranty.
    2. Disclaimer. Except as expressly set forth above, NACTATR provides Software “as is” and expressly disclaims all warranties, conditions or other terms, whether express, implied or statutory, including without limitation, warranties, conditions or other terms regarding merchantability, fitness for a particular purpose, design, condition, capacity, performance, title, and non-infringement. NACTATR does not warrant that the Software will operate uninterrupted or error-free or that all errors will be corrected. In addition, NACTATR does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.
  7. Limitations and Exclusions of Liability
    In no event will NACTATR be liable for the following, regardless of the theory of liability or whether arising out of the use or inability to use the Software or otherwise, even if a party has been advised of the possibility of such damages: (a) indirect, incidental, exemplary, special or consequential damages; (b) loss or corruption of data or interrupted or loss of business; or (c) loss of revenue, profits, goodwill or anticipated sales or savings. All liability of NACTATR, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to You, whether based in warranty, contract, tort (including negligence), or otherwise, shall not exceed the license fees paid by You to NACTATR for the Software that gave rise to the claim. This limitation of liability for Software is cumulative and not per incident. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law.
  8. Upgrades and Updates
    If the Software is an upgrade or update to a previous version of the Software, You must possess a valid license to such previous version in order to download, install and use such upgrade or update. After You download and install such upgrade or update, You may continue to use any such previous version only if (a) the upgrade or update and all previous versions are installed on the same computer, (b) the previous versions or copies thereof are not transferred to another party or device unless all copies of the update or upgrade are also transferred to such party or device, and (c) You acknowledge that any obligation NACTATR may have to support the previous version(s) may end upon the availability of the upgrade or update. No other use of the previous version(s) is permitted after installation of an upgrade or update. Upgrades and updates may be licensed to You by NACTATR with additional or different terms.
  9. Indemnification
    You agree to indemnify, hold harmless, and if requested by NACTATR, defend, NACTATR and its Affiliates and their successors and assigns and their respective directors, officers, employees, independent contractors and agents from and against any and all claims, proceedings, liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) arising out of or in connection with (a) any claim that, if true, would constitute a breach by You of this License Agreement or negligence by You or (b) any act or omission by You in using the Software.
  10. Term and Termination
    This License Agreement shall remain effective until terminated or until the expiration of the applicable license or subscription term. You may terminate this License Agreement at any time by ceasing use of or destroying all copies of Software. This License Agreement will immediately terminate if You breach its terms, or if You fail to pay any portion of the applicable license fees and You fail to cure that payment breach within thirty (30) days of prior written notice. Upon termination of this License Agreement, You shall destroy all copies of Software in Your possession or control.
  11. Assignment
    You may not, without the prior written consent of NACTATR, assign, transfer or sub-contract all or any of Your rights or obligations under this License Agreement, and any attempt without that consent will be null and void. NACTATR may assign this License Agreement by providing written notice to You.
  12. Governing Law
    This License Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its principles of choice of law or conflicts of law. You hereby irrevocably consent and submits to the exclusive jurisdiction of the courts in the State of Illinois and waive any objection thereto on the grounds of venue, forum non-conveniens or any similar grounds.
  13. Severability
    The invalidity, illegality or unenforceability of any provision of this License Agreement shall in no way affect the validity, legality or enforceability of any other provision thereof.
  14. Entire Agreement
    This License Agreement constitutes the entire agreement between the parties with respect to the License of the Software and supersedes any conflicting or additional terms contained in any purchase order or elsewhere, all of which terms are excluded.