REPORTSNOW, INC.
SOFTWARE PRODUCTS
Copyright (C) 2003-2022 ReportsNow, Inc.

VERSION EFFECTIVE June 17th, 2022

USER LICENSE AGREEMENT
FOR ALL SOFTWARE PRODUCTS (collectively "PRODUCT").

IMPORTANT- READ CAREFULLY: This REPORTS NOW, INC. a Colorado USA corporation ("REPORTSNOW") User License Agreement ("ULA" or "Agreement") is a legal agreement between You and REPORTSNOW for all REPORTSNOW PRODUCT, demos, intermediate files, media, printed materials, and "online" or electronic documentation ("PRODUCT") contained in this installation file. "User" and "You" and "Licensee" mean all persons or entities who purchase, and/or install PRODUCT for themselves individually, or on behalf of an entity or its employees, and all users of PRODUCT through such purchase or installation. By accepting the ULA or by installing or using the PRODUCT, (1) You acknowledge that you have read, understand, and agree to be bound by this ULA and (2) You represent that You have the authority to enter into this Agreement, personally or on behalf of a company and its officers, directors, managers, agents or employees as licensees, and to bind the company to the terms of this ULA. If You do not agree to all terms and conditions of this ULA, or if You do not have such authority, You must not accept this agreement or use or install the PRODUCT.

You may only install this product with a valid binding Software License Agreement between USER and REPORTSNOW (unless REPORTSNOW grants User a TEMPORARY LICENSE in which case the terms governing a TEMPORARY LICENSE set forth below shall apply). If You also have a separate REPORTSNOW Software License Agreement governing use of PRODUCT, the terms of that Software License Agreement are incorporated herein by this reference, and in the event of a conflict between the terms of this ULA and the Software License Agreement, the terms of the Software License Agreement shall control.

All PRODUCT is licensed, not sold.

INTELLECTUAL PROPERTY RIGHTS. All intellectual property rights and other rights of any kind in the PRODUCT and all of REPORTSNOW’S source codes, trademarks, trade dress, logos, designs, and other property are owned exclusively by REPORTSNOW.

1. GRANT OF LICENSE. This ULA licenses and so grants the User the following non-exclusive, non-transferable, non-sublicensable rights:

PRODUCT. You may install and use only the legally licensed number of copies of the PRODUCT strictly under the terms of this ULA and any other Software License Agreement you may have with REPORTSNOW. The definition of USER and GRANT of a license may also be controlled by the specific terms of the Software License Agreement you may have with REPORTSNOW, if any. You, as a User, may store or install a copy of the PRODUCT on a storage device, such as a network server, used to install or run the PRODUCT on other computers over an internal network. A license for the PRODUCT may be shared or used concurrently on different computers by more than one authorized User subject to all terms and conditions of this ULA and a specific Software License Agreement, if any Software License Agreement is in effect.

TEMPORARY LICENSE. REPORTSNOW may provide a temporary version of PRODUCT for evaluation purposes or other business purposes at REPORTSNOW’S determination. If using a temporary version of the PRODUCT, the User is granted a License for a limited period to be determined at REPORTSNOW’s sole discretion ("Evaluation Period"). REPORTSNOW may issue a license key with a specified termination date. License keys will also restrict use to a number of either concurrent or named users as specified in the license key. Concurrent use license keys allow PRODUCT to have the specified number of instances of the software running at the same time. Named use license keys allow the assignment of the specified number of users to use the software. After the Evaluation Period, the User shall either (i) delete the PRODUCT from ALL computers onto which it was installed or copied, or (ii) contact REPORTSNOW or one of its authorized resellers to purchase the PRODUCT. Unless USER is otherwise authorized by a Software License Agreement, User may only use the temporary version of the PRODUCT for evaluation purposes or other business purposes approved in writing by REPORTSNOW and subject to all other terms and conditions of this ULA.

2. NOT FOR RESALE, OTHER LIMITATIONS. You may not resell, lend, rent, lease, distribute, copy, modify, translate, sublicense, electronically transmit or otherwise transfer in any manner, the PRODUCT or any derivative work using the PRODUCT or permanently or temporarily transfer ANY of your rights under this ULA unless specifically approved by REPORTSNOW under a valid fully executed Software License Agreement or other written executed agreement. Without the explicit advance written permission from REPORTSNOW to do so, the User shall not develop software applications that provide an application programming interface for unauthorized third-party users to access the PRODUCT.

3. PROHIBITION ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, create derivative works, separate, modify, translate, or disassemble the PRODUCT or any other components thereof. You agree to take all reasonable, legal and appropriate measures to prohibit the illegal dissemination of the PRODUCT or any of its constituent parts to the fullest extent of all applicable local, US and International Laws and Treaties.

4. You may not reproduce or distribute any REPORTSNOW documentation without REPORTSNOW's explicit permission.

5. TERMINATION. Without prejudice to any other rights or remedies, REPORTSNOW may terminate this ULA immediately and without notice upon your failure to comply with all the terms and conditions of this ULA or any applicable Software License Agreement. REPORTSNOW shall also be entitled to terminate this ULA without cause upon written notice to you. In such event, you must destroy all copies of the PRODUCT and all of its component parts, including any related documentation, and must remove ANY and ALL use of such technology immediately from any applications using technology contained in the PRODUCT developed by you, whether in native, altered or compiled state.

6. YOU MAY NOT CREATE ANY TOOL OR APPLICATION THAT DIRECTLY OR INDIRECTLY COMPETES WITH THE PRODUCT AND WHICH UTILIZES ALL OR ANY PORTION OF THE PRODUCT.

7. COPYRIGHT. All title and copyrights in and to the PRODUCT (including but not limited to any images, demos, source code, intermediate files, packages, photographs, redistributables, animations, video, audio, music, and text incorporated into the PRODUCT as well as accompanying printed materials, and any copies of the PRODUCT(S)) are owned by REPORTSNOW or its subsidiaries. The PRODUCT is protected by copyright laws and international treaty provisions.

8. U.S. GOVERNMENT RESTRICTED RIGHTS. The PRODUCT is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in federal law including but not limited to subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer PRODUCT clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer SOFTWARE PRODUCT(S) Restricted Rights at 48 CFR 52.227-19, as applicable. Each of the components that constitute the PRODUCT is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and/or "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Licensed Application with only those rights set forth herein. Manufacturer is REPORTSNOW, INC /5299 DTC Blvd/ Suite 700/Greenwood Village, CO 80111.

9. EXPORT RESTRICTIONS. REPORTSNOW expressly complies with all export restrictions imposed by the government of the United States of America. You, as User, must agree not to export or re-export the SOFTWARE PRODUCT within any created application to any country, person, entity or end user subject to U.S.A. export restrictions. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied your export privileges.

10. LIMITED WARRANTY. REPORTSNOW warrants to authorized Users only that the media on which the PRODUCT is furnished will be, under normal use, free from defects in materials and workmanship. REPORTSNOW also warrants the PRODUCT licensed hereunder will perform in substantial accordance with the specifications and descriptions contained in the PRODUCT documentation.

REPORTSNOW’S entire liability and User’s exclusive remedy under this provision, will be for REPORTSNOW to use commercially reasonable efforts to remedy defects covered by this warranty, without charge to the User, within a reasonable period of time. REPORTSNOW AND ITS SUPPLIERS DO NOT WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL PRODUCT DEFECTS CAN BE CORRECTED. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCT REMAINS WITH YOU. To the maximum extent permitted by applicable law, in no event shall REPORTSNOW be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the PRODUCT or the provision of or failure to provide support services, even if REPORTSNOW has been advised of the possibility of such damages.

THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS. REPORTSNOW SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE FAILURE OF ESSENTIAL PURPOSE DOCTRINE, REGARDING THIS AGREEMENT, ANY LICENSE OR ANY PRODUCT PROVIDED HEREUNDER.

Certain PRODUCT may contain support for programs written in Java. Java technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of Java technology could lead directly to death, personal injury, or severe physical or environmental damage.

11. OPEN-SOURCE DISCLOSURE

Certain of REPORTSNOW’S PRODUCT may include third-party code licensed to REPORTSNOW for use and redistribution under open-source licenses. Below is a link to a list of information in connection with the incorporation of certain open-source licensed software into the PRODUCT. Notwithstanding any of the terms and conditions of your license agreement with REPORTSNOW, the terms and limitations of certain open-source licenses may be applicable to your use of the PRODUCT, as set forth in the following link and in the terms of the open-source licenses referenced: https://reportsnow.com/OpenSourceLicenses.html.

RACY OR COMPLETENESS, OR WITH RESPECT TO ANY RESULTS TO BE OBTAINED FROM USE OR DISTRIBUTION OF THE LIST. BY USING OR DISTRIBUTING THIS LIST, YOU AGREE THAT IN NO EVENT SHALL REPORTSNOW BE HELD LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM ANY USE OR DISTRIBUTION OF THIS LIST, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DIRECT OR INDIRECT DAMAGES.

12. INDEMNIFICATION FOR INFRINGEMENT. REPORTSNOW maintains that the PRODUCT furnished by REPORTSNOW will not infringe upon or violate any patent, copyright, trademark, trade secret or proprietary right which concerns the PRODUCT, when used within the scope of the License acquired by USER hereunder. REPORTSNOW shall indemnify USER for any claim asserting or involving a patent, copyright, trademark, trade secret or proprietary right violation which concerns the PRODUCT used within the scope of the license acquired by USER hereunder. REPORTSNOW shall indemnify USER against any loss, cost, expense or liability from any damages finally awarded against USER. REPORTSNOW shall also indemnify USER against any settlement costs which are attributable to any claim by a third party against USER asserting or involving a patent, copyright, trademark, trade secret or proprietary right violation which concerns the PRODUCT used within the scope of the license acquired by USER hereunder. However, USER must notify REPORTSNOW in writing within 30 days’ time after USER first receives written notice of any such claim, action or allegation of infringement. Related to Indemnification For Infringement proceedings, REPORTSNOW reserves the right to exercise full control, including choice of counsel, and settlements.

Notwithstanding the foregoing, REPORTSNOW shall have no indemnification obligation or liability to You to the extent that the alleged infringement arises from: (1) the combination, operation, or use of the PRODUCT with products, services, information, materials, technologies, business methods or processes not furnished by REPORTSNOW; (2) modifications to the PRODUCT not made by REPORTSNOW; (3) Your unauthorized use of the PRODUCT; (4) Your failure to use updates to the PRODUCT provided by REPORTSNOW, if any; or (5) Your use of the PRODUCT not in accordance with any applicable REPORTSNOW documentation or specifications (collectively "User Indemnity Obligations"). You shall indemnify, hold harmless, and, at REPORTSNOW’S option, defend REPORTSNOW from and against all losses, expenses (including reasonable attorneys’ fees), damages, and liabilities resulting from any claim by any third party arising from or in connection with User Indemnity Obligations. REPORTSNOW agrees to give You: (i) prompt written notice of such claim; (ii) authority to control and direct the defense and/or settlement of such claim; and (iii) such information and assistance as You may reasonably request, at Your expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, You shall not settle any third-party claim against REPORTSNOW unless such settlement completely and forever releases REPORTSNOW with respect thereto or unless REPORTSNOW provides its prior written consent to such settlement.

13. LIMITATION OF LIABILITY. REPORTSNOW's combined maximum liability to all USERS under this Agreement, regardless on what basis liability is asserted, shall in no event exceed the total amount USER paid to REPORTSNOW. REPORTSNOW shall not be liable to any USER for any incidental, consequential, punitive or special damages.

14. MODIFICATION TO ULA TERMS. USER may not modify any provisions of this ULA. REPORTSNOW may change these ULA terms and conditions from time to time and will notify You of any such changes by posting a notice of such changes on our website at https://reportsnow.com/products/ULA. If You object to any such changes, Your sole recourse shall be to cease using the Product. Continued access to and/or use of the PRODUCT following notice of such modifications or changes shall indicate Your assent to and acceptance of this Agreement, including but not limited to all posted changes.

15. PRODUCT Transfer. You may NOT transfer or assign ANY of your rights under this ULA without the express written permission of REPORTSNOW.

16. MISCELLANEOUS. Unless agreed to in writing by You and REPORTSNOW, this ULA shall be construed, interpreted and governed by the substantive and procedural laws of the State of Colorado, USA, and each party agrees to submit to the exclusive jurisdiction of, and venue in, the state and federal courts in the City and County of Denver, Colorado, USA, in any dispute arising out of or relating to this Agreement. If any provision of this Agreement is held to be unenforceable, that provision will be disregarded for purposes of the dispute or other circumstance giving rise to such finding, and the remaining provisions will remain in full force. The failure of REPORTSNOW to require Your performance of any provision in this Agreement shall not affect REPORTSNOW’S full right to require such performance at any time thereafter; nor shall the waiver by REPORTSNOW of any breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. If this PRODUCT was acquired outside the United States, then You, as the User, also agree and ascend to the adherence to all applicable international treaties regarding copyright and intellectual property rights which shall also apply. In addition, You, as User, agree that any local law(s) to the benefit and protection of REPORTSNOW’S ownership of, and interest in, its intellectual property and right of recovery for damages thereto will also apply.

17. REPORTSNOW reserves all rights not specifically granted in this ULA.

18. GENERAL PROVISIONS. If any provision of this ULA is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in the Limited Warranty shall remain in effect.

ACKNOWLEDGEMENTS. User acknowledges that he or she has read this Agreement, understands it, and agrees to be bound by its terms and conditions.

 

Should you have any questions concerning this ULA, or if you desire to contact REPORTSNOW for any reason, please contact us directly in the United States of America at 877-777-0655, or write: REPORTS NOW, INC Legal Department / 5299 DTC Blvd / Suite 700 Greenwood Village, CO 80111.