turn-k.net is owned and operated as a division of Qsoft Inc, an Incorporation registered in the Commonwealth of Virginia.
Except where otherwise noted, all of the documentation and software included in the K-RATE package is copyrighted by Qsoft Inc.
Copyright (C) 2003-2009, Qsoft Inc. ALL RIGHTS RESERVED.
This Software is licensed not sold. You may use this Software only as described in this license.
If you do not agree to the terms of this license, do not install the Software or use any registration number that was provided with the Software.
The following are the terms and conditions upon which Qsoft Inc will license you (in this document, you will be referred to as "you" or the "Client") to use certain software named K-Rate created by and belonging to Qsoft Inc, pursuant to the terms and conditions of this End User License Agreement (EULA or License). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. UPON ACCEPTANCE OF YOUR ORDER BY Qsoft Inc, YOU BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE.
1. Qsoft Inc grants to the Client a limited non-exclusive License to install the Licensed Software on a single server, in one directory only (single installation), and to to use the Licensed Software with respect to one set of data only. The data generated by the Licensed Software may be stored or made available on more than one computer or over a network, but this License does not allow the Licensed Software to be run on or be executed by more than one server on a network. To allow the Licensed Software to be run on or be executed by more than one server on a network, the Client must acquire and dedicate a License for each separate computer or directory which runs or executes the Licensed Software. Qsoft Inc also grants to the Client the right to reproduce the manuals and other documents relating to the installation and use of the Licensed Software (the "Documentation") only as required for the Client's authorized use of the Licensed Software. This License is conditional upon the Client paying all applicable license fees and respecting the terms hereof.
2. OWNERSHIP AND LIMITS TO USE
The Licensed Software and the Documentation remain at all times the sole and exclusive property of Qsoft Inc. In order to protect the rights of Qsoft Inc, the Client undertakes to comply with the following:
(a) The Client shall not reproduce the Licensed Software beyond the number of permitted copies, nor shall the Client reproduce, distribute, transmit or provide access to the Licensed Software to or for the benefit of a third party;
(b) The Client shall not sublicense, loan, sell, or otherwise transfer all or part of the Licensed Software or Documentation or any interest therein to or for the benefit of a third party;
(c) The Client shall not remove, alter or obliterate any copyright notices found in the Licensed Software or its source code.
(d) The Client shall ensure that its personnel, including any consultants, comply with all of the terms and conditions of this License and shall be liable for any breaches thereof;
(e) The Client shall use the Trial Version for the maximum of 15 days only. After 15 days the Client must stop using the Trial Version. It is strictly prohibited to alter the source code of the Trial Version to remove the 15 day expiration limit and any other limitations implemented in the Trial Version. It is also prohibited to alter the system time to extend the running of the Trial Version.
3. MINIMUM CONFIGURATION
The Client is responsible for ensuring that the computer systems onto which the Licensed Software is installed meet the minimal requirements prescribed from time to time by Qsoft Inc.
4. TECHNICAL SUPPORT, UPDATES AND UPGRADES
For a period of six months (unless the Client has purchased lifetime updates) from the date of the order for the Licensed Software, Qsoft Inc will make available to the Client, free of charge, updates of the Licensed Software. Support via email and/or support forums will be provided free of charge at least one month after the date of the order for the Licensed Software. Should support be required as a result of the Licensed Software ceasing to function as a result of a modification, adaptation or addition to the Licensed Software made by the Client or on its behalf, Qsoft Inc will invoice the Client for all time spent to identify such malfunction and to carry out any remedial work at Qsoft Inc's hourly rate then in effect for consulting services.
5. LIMITATION OF LIABILITY
THE LICENSED SOFTWARE AND THE DOCUMENTATION ARE PROVIDED TO THE CLIENT AS IS. EXCEPT AS EXPRESSLY STIPULATED HEREIN, Qsoft Inc MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, RELATING TO THE USE, PERFORMANCE OR RESULTS WHICH MAY BE OBTAINED THROUGH THE USE OF THE LICENSED SOFTWARE AND DOCUMENTATION, INCLUDING WITH RESPECT TO OR TECHNICAL SUPPORT AND UPGRADE. Qsoft Inc EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Qsoft Inc SHALL IN NO EVENT BE LIABLE TO THE CLIENT UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OR ALTERATION OF DATA, INTERRUPTION OF BUSINESS AND/OR LOSS OF EMPLOYEE WORK TIME. IN ANY EVENT, THE TOTAL LIABILITY OF Qsoft Inc SHALL NOT EXCEED THE AGGREGATE PAYMENTS RECEIVED BY Qsoft Inc HEREUNDER. This disclaimer applies without limitation regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and regardless of whether such damages are or were foreseeable.
6. INSTALLATION AND USE OF LICENSED SOFTWARE
The Client shall follow the instructions found in the Documentation relating to the proper installation and use of the Licensed Software.
7. IMPROVEMENTS AND MODIFICATIONS TO THE LICENSED SOFTWARE
The Client may modify, adapt and create improvements to the Licensed Software as it deems appropriate solely for its own purposes (the "Improvements"). The Client acknowledges that the exercise of such right does not confer upon it any right of ownership in the Licensed Software or any right to provide, license, assign, sell or lease to third parties such modified, adapted or improved version of the Licensed Software, or the Improvements independently of the Licensed Software. The Client may communicate all or part of the Improvements to Qsoft Inc as it deems appropriate, thereby automatically granting to Qsoft Inc a perpetual royalty-free license to copy, distribute, communicate to the public, modify and adapt such Improvements, and to sub-license others to use such Improvements, which license will survive the expiration or termination of this License. Qsoft Inc shall be under no obligation to integrate into the Licensed Software any material provided by the Client under this clause.
The Client acknowledges that all information relating to the Licensed Software that it has obtained or shall obtain, including the source code of the Licensed Software, are of a confidential nature and are trade secrets exclusively owned by Qsoft Inc. The Client expressly undertakes to use the information relating to the Licensed Software it receives in conformity with this License and to hold such information in confidence without disclosing it to any third party during the term of this License and at all times subsequent to its termination or expiration for whatever reason. The Client shall not use the information relating to the Licensed Software for the benefit of third parties or to provide consulting services to third parties.
9. NON TRANSFERABILITY
Neither this License nor any rights or licenses granted hereunder may be assigned, transferred, delegated, sublicensed or time shared without the prior written consent of Qsoft Inc. Any such assignment, transfer, delegation, sublicense or time sharing in breach of this undertaking is void and results in the immediate termination of this License.
Qsoft Inc shall have the right to terminate this License immediately without notice in the event that:
a) the Client breaches any of the terms and conditions of this License or refuses or neglects to pay the applicable license fees when they fall due; or
b) the Client files a petition in bankruptcy or for the appointment of a receiver, or if an involuntary petition in bankruptcy is filed against the Client and said petition is not discharged within thirty (30) days, or if the Client becomes insolvent or makes a general assignment for the benefit of its creditors, or if the business or property of the Client comes into the possession of its creditors or of a governmental agency or of a receiver. The Client undertakes in the event of termination of this License to immediately cease any and all use of the Licensed Software, to deliver up to Qsoft Inc the Licensed Software and the Documentation, and to destroy any copies made.
11. ENTIRE LICENSE All prior proposals, understandings, and/or agreements between the parties that relate to the subject matter of this License are hereby superseded and merged into this License. This License may not be modified or altered except in writing.
12. GOVERNING LAW:
12.1. Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the Eastern District of Virginia. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.
12.2. Severability. If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.
12.3. Survival. Articles 2, 5, 6, 7, and 8 of this Agreement and all Sections thereof, shall survive the termination of this Agreement, regardless of the cause for termination, and shall remain valid and binding indefinitely.
12.4. Headings. The Article and Section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
12.5. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
12.6. Amendment. Qsoft Inc reserves the right, in its sole discretion, to amend this Agreement from time to time. If there is a conflict between this Agreement and the most current version of this Agreement, posted at www.turn-k.net, will prevail. If you do not accept amendments made to this agreement, then this license will be immediately terminated pursuant to Section 4.
13. UNITED STATES GOVERNMENT RESTRICTED RIGHTS
The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.
The parties hereby confirm that they each require that this License and all documents and notices in connection therewith be drawn up in English.
By submitting your order, you acknowledge having read this license and agree to be bound thereby.