CFI Research

CFI Research, LLC License Agreement

Software License Agreement

"Software" is defined as the CFI Research computer program with which this Software License Agreement ("Agreement") is included and any updates or maintenance releases thereto. "Trial Software" is defined as a version of the Software that is limited to an evaluation for a specified period of time as determined by CFI Research. "Not for Resale Software" is defined as Software that is not for resale and is labeled "Not for Resale" or "NFR." "CFI Research Software" shall mean Software, Trial Software and/or Not for Resale Software. The use by you of any services or content accessible through the CFI Research Software may be subject to your acceptance of separate agreements with CFI Research or third parties. Do not use the CFI Research Software until you have carefully read the following Agreement. This Agreement sets forth the terms and conditions for licensing of the CFI Research Software from CFI Research to you ("you" or "Licensee"), and installing the CFI Research Software indicates that you have read and understand this Agreement and accept its terms and conditions. If you purchased this license for the Software or if you are evaluating the Trial Software and do not agree with the terms and conditions of this Agreement, promptly return the Software and accompanying items to the place of purchase within ten (10) days of purchase with a dated receipt for a full refund, or do not use the Trial Software. If the CFI Research Software was pre-installed on your computer, CD-ROM disk(s) ("Disk(s)") came packaged with your computer at no extra charge, or you received the CFI Research Software free of charge, and you do not agree with this Agreement, do not use the CFI Research Software.

License and Restrictions

A. License Grant for Software

Subject to the terms and conditions of this Agreement, you are granted a limited non-exclusive license to use a copy of the enclosed Software on one (1) computer used by a single company. You may make one (1) backup copy of the Software for your own use. You may transfer your rights in the Software to a third party, or sell the computer on which the Software is installed to a third party (collectively "Subsequent Licensee"), provided you do not keep a copy of the Software for yourself and you or the Subsequent Licensee obtain a copy of a Transfer Agreement from CFI Research, which will allow the Subsequent Licensee to assume your rights as a Licensee of the Software.

B. License Grant for Trial Software

Subject to the terms and conditions of this Agreement, you are granted a limited non-exclusive license to use a copy of the enclosed Trial Software for 15 days after you install the Trial Software on a computer used by a single company. Thereafter, you may purchase the right to use the full version of the Software (if available) which license terms are specified herein, by contacting CFI Research. You may not copy the printed materials or user documentation accompanying the Trial Software if any. BY YOUR USE OF THE TRIAL SOFTWARE, YOU UNDERSTAND AND AGREE THAT AFTER 15 DAYS, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE THE TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH TRIAL SOFTWARE UNLESS YOU PURCHASE THE RIGHT TO USE THE FULL VERSION OF THE SOFTWARE.

C. License Grant for Not for Resale Software

Subject to the terms and conditions of this Agreement, you are granted a limited non-exclusive license to use a copy of the enclosed Not for Resale Software on one (1) computer used by a single company. You may make one (1) backup copy of the Not for Resale Software for your own use. Notwithstanding any other provision of this Agreement, you may not resell, or otherwise transfer for value, the Not for Resale Software.

D. Restrictions

You agree not to: (1) make additional copies of the CFI Research Software except as provided above; (2) enable others to use your registration code(s) or serial numbers (if any); (3) give copies to another person or company who has not purchased a license for the CFI Research Software from CFI Research; (4) install the CFI Research Software on computers used by companies who have not purchased the appropriate licenses for the Software from CFI Research; (5) duplicate the CFI Research Software by any other means including electronic transmission; or (6) copy the printed materials or user documentation accompanying the CFI Research Software, if any. The CFI Research Software in its entirety is protected by copyright laws. The CFI Research Software also contains the trade secrets of CFI Research and third parties, and you may not decompile, reverse engineer, disassemble, or otherwise reduce the CFI Research Software to human-perceivable form or disclose such trade secrets, or disable any functionality which limits the use of the CFI Research Software. You may not attempt to modify, adapt, translate, rent, sublicense, assign, loan, resell for profit, distribute, or network the CFI Research Software, Disk(s), or related materials or create derivative works based upon the CFI Research Software or any part thereof.

Termination

This Agreement may be terminated by CFI Research immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination, you must immediately destroy all complete and partial copies of the CFI Research Software, including all backup copies. CFI Research shall have the right to change or add to the terms of this Agreement at any time, and to change, discontinue or impose conditions on any feature or aspect of the CFI Research Software, or any internet-based services provided to you or made available to you through the use of the CFI Research Software. Such changes shall be effective upon notification by any means reasonable to give you actual or constructive notice, or upon posting such terms in the CFI Research Software, and your continued use of the CFI Research Software will indicate your agreement to any such change.

Satisfaction Guaranteed

If you are not 100% satisfied with the Software, CFI Research's entire liability and your exclusive remedy shall be as follows: (1) If you purchased the Software through a retail store or directly from CFI Research, return of the Software within sixty (30) days of purchase to the company with a dated invoice or receipt for a full refund (CFI Research, LLC, 3189 S. 147 St. New Berlin, WI 53151); or (2) If you obtained the CFI Research Software by downloading it on your computer, and the CFI Research Software did not install properly, contact the provider of the download site.

DISCLAIMER OF WARRANTIES

EXCEPT AS PROVIDED ABOVE, THE CFI RESEARCH SOFTWARE, DISK(S), RELATED MATERIALS, CONTENT AND/OR RELATED SERVICES ACCESSIBLE THROUGH THE CFI RESEARCH SOFTWARE, ARE PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CFI RESEARCH AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS ("REPRESENTATIVES") DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CFI RESEARCH SOFTWARE, DISK(S), RELATED MATERIALS, CONTENT AND ANY SERVICES, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, SECURITY, QUALITY, MERCHANTABILITY, OR THEIR NONINFRINGEMENT. CFI RESEARCH DOES NOT WARRANT THAT THE CFI RESEARCH SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS SECURE, OR IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, INCLUDING BUT NOT LIMITED TO ACCURATE OR UPDATED THIRD-PARTY CONTENT, NOR DOES CFI RESEARCH WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT THROUGH THE CFI RESEARCH SOFTWARE, OR CONTINUED ACCESS TO THE TRIAL SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL SOFTWARE AFTER 15 DAYS.YOU ACKNOWLEDGE AND AGREE THAT YOU MUST: (A) PROVIDE YOUR OWN ACCESS TO THE WORLD WIDE WEB AND PAY ANY SERVICE FEES ASSOCIATED WITH SUCH ACCESS, AND (B) PROVIDE ALL EQUIPMENT NECESSARY FOR YOU TO MAKE SUCH CONNECTION TO THE WORLD WIDE WEB, INCLUDING A COMPUTER AND A MODEM. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (30) DAYS FROM THE DATE OF PURCHASE OF THE LICENSE FOR THE SOFTWARE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY FROM STATE TO STATE.

THE CFI RESEARCH SOFTWARE AND RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT CFI RESEARCH AND ITS REPRESENTATIVES ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. CFI RESEARCH EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE CFI RESEARCH SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE CFI RESEARCH SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

LIMITATION OF LIABILITY AND DAMAGES

THE ENTIRE LIABILITY OF CFI RESEARCH FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE CFI RESEARCH SOFTWARE LICENSED FROM CFI RESEARCH OR ITS AUTHORIZED RESELLER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CFI RESEARCH AND ITS REPRESENTATIVES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO: DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF CFI RESEARCH OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THIRD PARTY CONTENT PROVIDERS ARE NOT RESPONSIBLE TO YOU FOR ANY DAMAGES OR LOSSES ARISING FROM ANY USE OF THE CONTENT. CFI RESEARCH AND ITS REPRESENTATIVES' TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE CFI RESEARCH SOFTWARE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF THE DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CFI RESEARCH AND YOU. CFI RESEARCH WOULD NOT HAVE BEEN ABLE TO PROVIDE THE CFI RESEARCH SOFTWARE TO YOU WITHOUT SUCH LIMITATIONS.

U.S. Government

The CFI Research Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-1 through 227-7202-4 (JUNE 1995), all U.S. Government End Users acquire the CFI Research Software (or Licensed Product) with only those rights set forth herein.

Export Restrictions

You acknowledge and agree that the CFI Research Software is subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations ("the Acts"). You agree and certify that neither the CFI Research Software nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. You agree and certify that you are not a citizen or permanent resident of the following countries: Cuba, Iran, Iraq, North Korea, Libya, Sudan or Syria.

General Provisions

This Agreement sets forth CFI Research's and its Representatives' entire liability and your exclusive remedy with respect to the CFI Research Software. You acknowledge that this Agreement is a complete statement of the agreement between you and CFI Research with respect to the CFI Research Software or any related services, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions regarding the CFI Research Software, it's content or any related services.

This Agreement shall govern any services or content related to the CFI Research Software, unless such services or content are subject to a separate written agreement between you and CFI Research or its Representatives. However, the limitations of liability and disclaimer of warranties in this Agreement shall apply to CFI Research and its Representatives with respect to such content or services except to the extent provided otherwise in a separate written agreement approved by CFI Research between you and CFI Research or the applicable Representative(s).

This Agreement does not limit any rights that CFI Research may have under trade secret, copyright, patent, trademark or other laws. The Representatives of CFI Research are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on CFI Research, other than in writing signed by an officer of CFI Research. Accordingly, such additional statements are not binding on CFI Research and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. No delay or failure on the part of CFI Research in the exercise of any right granted under this Agreement, or available at law or in equity, shall be construed as a waiver of such right. The validity and performance of this Agreement shall be governed by Wisconsin law (without reference to choice of law principles), except as to copyright, patent and trademark matters, which are covered by federal laws. You agree to submit to the jurisdiction of the federal and state courts of New Berlin, Wisconsin and waive any objection to venue in such courts. This Agreement is deemed entered into, and shall be construed as to its fair meaning and not strictly for or against either party.

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