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Ideate Software License Agreement

IDEATE, INC.
SOFTWARE LICENSE AGREEMENT

READ CAREFULLY: IDEATE, INC. (“IDEATE”) LICENSES THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT (THIS “AGREEMENT”).

BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL THESE TERMS, SELECT THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT.

COPYING, INSTALLATION, UPLOADING, ACCESS, OR USE OF THIS SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION OR MATERIALS EXCEPT AS PERMITTED BY THIS AGREEMENT IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH SOFTWARE AND DOCUMENTATION. IF YOU COPY, INSTALL, UPLOAD, ACCESS, OR USE ALL OR ANY PORTION OF THIS SOFTWARE OR ITS USER DOCUMENTATION WITHOUT ENTERING INTO THIS AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION OF IDEATE, YOU ARE VIOLATING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAW.  YOU MAY BE LIABLE TO IDEATE AND ITS LICENSORS FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.

1.  LICENSE TO USE.  Ideate grants you a non-exclusive and non-transferable license for your internal use only of the accompanying software and documentation and any error corrections provided by Ideate (collectively, the "Software"), only for the stipulated scope, type and amount of use and the class of computer hardware for which the corresponding fee has been paid.  The fee is based on your representation of the scope, type and amount of use.  Ideate reserves the right to audit and copy your records at any reasonable time to confirm same.  You agree to maintain records of your scope, type and amount of use, the location of all Software, and of the security of same, at all times.  You agree not to disclose, sell, lease, assign, transmit, forward, sublicense or otherwise transfer the Software or any part of it to any third party, any sub-contractor, or any affiliate.  The Software may be used by your employees within the scope of their employment and within the scope of your license from Ideate, but you are responsible for any breach of this Agreement by any of your employees (whether or not they have received a copy of this Agreement in any form).  The restriction on assignment set forth in this Agreement includes transfers by operation of law, in connection with a sale of assets (including computer software), by merger, in a business combination, or by any other event.  The prevailing party in any lawsuit or other proceeding to enforce or interpret this Agreement shall be entitled to its reasonable attorney fees and costs.

2.  RESTRICTIONS.  The Software is confidential and copyrighted. Title to Software and all associated intellectual property rights is retained by Ideate and/or its licensors.  You may not make copies of the Software, other than a single copy of the Software for archival purposes.  Unless enforcement is prohibited by applicable law, you may not modify, decompile, or reverse engineer the Software.  You acknowledge that the Software is not designed, licensed or intended for use in the design, construction, operation or maintenance of any nuclear facility. Ideate disclaims any express or implied warranty of fitness for such uses.  No right, title or interest in or to any trademark, service mark, logo or trade name of Ideate or its licensors is granted under this Agreement.  This Agreement and the Software are not assignable by you.

3. LIMITED WARRANTY.  Ideate warrants to you that for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt, the media on which the Software is furnished (if any) will be free of defects in materials and workmanship under normal use.  Except for the foregoing, the Software is provided "AS IS".  Ideate does not warrant that the Software will operate or perform without error or that any defects in the Software can or will be corrected.  You use the Software at your own risk.  Your exclusive remedy and Ideate’s entire liability under this limited warranty will be at Ideate’s option to replace the Software media or refund the fee paid for the Software.

4.  DISCLAIMER OF WARRANTY.  UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED BY IDEATE, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

5.  LIMITATION OF LIABILITY.  IN NO EVENT SHALL IDEATE OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY: INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, OR DATA; BUSINESS INTERRUPTION; OR COST OF COVER.  IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF IDEATE OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, USER DOCUMENTATION, OR THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU FOR THE SOFTWARE DIRECTLY RESPONSIBLE FOR SUCH DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION 5 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EVEN IF IDEATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.

6.  TERM; TERMINATION.  This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Software.  This Agreement will terminate immediately without notice from Ideate if you fail to comply with any provision of this Agreement.

If the Software description or other product literature for it identifies the license for the Software as being for a specified period, or having a limited duration, or as having a fixed term, then your license and right to install and use the Software will continue only for the period, duration or term so specified, and on the other terms and conditions set forth in this Agreement.  This Agreement will terminate upon the end of the applicable period described above.  Correction and upgrades of the Software by Ideate will not act to extend the period unless otherwise agreed by Ideate in writing.

If you are acquiring the Software on a subscription basis from Ideate (under which Ideate agrees to provide updates and upgrades to, new versions of, and other defined support, services and/or training relating to the Software), then your license and right to install and use the Software will continue through the end of the paid subscription period, and on the other terms and conditions set forth in this Agreement.  This Agreement will terminate at the end of the paid subscription period.

You acknowledge that your access to the Software may be disabled by the activation, security and technical protection mechanisms in the Software if you attempt to use the Software beyond the license period or earlier termination of this Agreement, or if you attempt to tamper with the protection mechanism.  You acknowledge that you bear sole responsibility for lost data, lost work product, lost profits and other consequences upon such disabling or other de-activation of the license.   

Upon any termination of this Agreement, you must cease using the Software and destroy all copies of the Software.  Ideate reserves the right, exercisable upon termination of this Agreement, to require you to show satisfactory proof that all copies of the Software have been destroyed.

7.  EXPORT REGULATIONS. All Software and technical data delivered under this Agreement are subject to US export control laws and may be subject to export or import regulations in other countries.  You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you.  You must first obtain Ideate’s written consent before exporting or otherwise removing the Software from the U.S.

8.  GOVERNING LAW.  Any action related to this Agreement will be governed by California law and controlling U.S. federal law.  No choice of law rules of any jurisdiction will apply.

9.  SEVERABILITY. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.  The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of it or of any other provision of this Agreement in any other jurisdiction.

10.  INTEGRATION.  This Agreement is the entire agreement between you and Ideate relating to its subject matter.  It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter before or during the term of this Agreement.  No modification of this Agreement will be binding unless in writing and signed by an authorized representative of each party.

For inquiries please contact:
Ideate, Inc. 
44 Montgomery Street, Suite 1000
San Francisco, CA 94104
Tel: 888-662-7238

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