UnifyBI Terms and Conditions

1. GRANT OF LICENSE 

US-Analytics grants you, Licensee, the following rights provided that you comply with all terms and conditions of this EULA: For Trial Software associated with US-Analytics, US-Analytics hereby grants you a limited, personal, royalty-free, nonexclusive license during the Evaluation Period to evaluate the Trial Software solely and exclusively for your non-commercial internal use in support of the operation of your daily activities. To the extent that any portion of the Trial Software is provided to you in a manner that is designed to be installed by you, you may install one copy of the installable Trial Software on one hard disk or other device storage for one computer, workstation, terminal or other digital electronic device, as applicable (an "Electronic Device"), and you may access and use that Trial Software as installed on that Electronic Device so long as only one copy of such Trial Software is in operation. 

Certain items of the Software may be subject to open source licenses. The open source license provisions may override some of the terms of this EULA. US-Analytics makes the applicable open source licenses available to you on a Legal Notices readme file available on your device and/or in System Reference guides or in Command Line Interface (CLI) Reference guides associated with certain US-Analytics products. 

1.1  Authorized Users. For a standalone Software application, the licenses granted are subject to the condition that you ensure the maximum number of authorized users accessing and using the Software either alone or concurrently is equal to the number of user licenses for which you are entitled to use either through a US-Analytics channel partner member or US-Analytics. You may purchase additional user licenses at any time upon payment of the appropriate fees to the US-Analytics channel partner member or US-Analytics.

1.2  Software Transfer. You may only transfer this EULA and the rights to the Software or updates granted herein to a third party in connection with the support or sale of a device which the Software accompanied or in connection with a standalone Software application during the Entitlement Period or as covered by a US-Analytics support contract. In such event, the transfer must include all of the Software (including all component parts, the media and printed materials, any upgrades, and this EULA) and you may not retain any copies of the Software. The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the Software must agree to all the EULA terms.  If Licensee is purchasing US-Analytics Products and licensing Software for end use by a U.S. Government end user, Licensee may transfer such Software license, but only if: (i) Licensee transfers all copies of such Software to the U.S. Government end user or to an interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantially identical to the ones contained in this Agreement.  Except as stated in the foregoing, Licensee and any transferee(s) authorized by this provision may not otherwise use or transfer or make available any US-Analytics software to any third party nor permit any party to do so.

2. RESERVATION OF RIGHTS AND OWNERSHIP. US-Analytics reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. US-Analytics or its suppliers own the title, copyright and other intellectual property rights in the Software. The Software is licensed, not sold. 
3. LIMITATIONS ON END USER RIGHTS. You may not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or algorithms of, the Software (except and only to the extent that such activity is expressly permitted by applicable law not withstanding this limitation), or modify, or disable any features of, the Software, or create derivative works based on the Software. You may not rent, lease, lend, sublicense or provide commercial hosting services with the Software. 
4. Usage DATA. “Usage Data” means anonymized usage data collected by Software sold (or licensed) under this Agreement such usage time, click actions, user events, user interactions, install time, and features used. Notwithstanding anything else in this Agreement, all title and ownership rights in and to Usage Data are held by Us-Analytics.  In the event, and to the extent you are deemed to have any ownership rights in Usage Data, you hereby grant Us-Analytics a limited, revocable, non-exclusive right and license to use Usage Data.
5. SOFTWARE RELEASES.  During the Entitlement Period associated with the full license version of the Software, US-Analytics or US-Analytics’ channel partner members may make available to you software releases as they become available after the date you obtain your initial copy of the Software. This EULA applies to all and any component of the release that US-Analytics may make available to you after the date you obtain your initial copy of the Software, unless US-Analytics provides other license terms along with such release. To receive Software provided through the release, you must first be licensed for the Software identified by US-Analytics as entitled to the release.  We recommend that you periodically check availability of a US-Analytics support contract to ensure that you are entitled to receive any available Software releases.  Some features of the Software may require you to have access to the internet and may be subject to restrictions imposed by your network or internet provider. 
6. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to export restrictions of various countries. You agree to comply with all applicable international and national laws that apply to the Software, including all the applicable export restriction laws and regulations. 
7. ASSIGNMENT.You may not assign this Agreement or any of your rights or obligations hereunder (by operation of law or otherwise) without the prior written consent of Us-Analytics. US-Analytics may assign this Agreement and its rights and obligations without your consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties to it and their respective legal representatives, successors and permitted assigns.
8. TERMINATION. This EULA is effective until terminated. Your rights under this License will terminate automatically without notice from US-Analytics if you fail to comply with any of the terms and conditions of this EULA.  US-Analytics may terminate this Agreement by offering you a superseding Agreement for the Software or for any new release of the Software and conditioning your continued use of the Software or such new release on your acceptance of such superseding Agreement. Upon termination of this EULA, you must cease all use of the Software and destroy all copies, full or partial, of the Software. 
9. DISCLAIMER OF WARRANTY. UNLESS SEPARATELY STATED IN A WRITTEN EXPRESS LIMITED WARRANTY, ALL SOFTWARE PROVIDED BY US-ANALYTICS IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND FROM US_ANALYTICS, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, US-ANALYTICS DISCLAIMS ALL WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, ACCURACY, LACK OF VIRUSES, NON INFRINGEMENT OF THIRD PARTY RIGHTS OR OTHER VIOLATION OF RIGHTS. US-ANALYTICS DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. TO THE EXTENT THAT THE SOFTWARE COVERED BY THIS EULA INCLUDES EMULATION LIBRARIES, SUCH EMULATION LIBRARIES DO NOT WORK 100% CORRECTLY OR COVER 100% OF THE FUNCTIONALITY BEING EMULATED, ARE OFFERED "AS IS" AND WITH ALL FAULTS, AND ALL THE DISCLAIMERS AND LIMITATIONS CONTAINED IN THIS PARAGRAPH AND THIS AGREEMENT APPLY TO SUCH EMULATION LIBRARIES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US-ANALYTICS OR ITS AFFILIATES SHALL BE DEEMED TO ALTER THIS DISCLAIMER BY US-ANALYTICS OF WARRANTY REGARDING THE SOFTWARE, OR TO CREATE ANY WARRANTY OF ANY SORT FROM US-ANALYTICS. 
10. LIMITATION OF LIABILITY. US-ANALYTICS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE SOFTWARE OR ANY THIRD PARTY APPLICATION, ITS CONTENT OR FUNCTIONALITY, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FAILURE TO CONNECT, NETWORK CHARGES, IN-APP PURCHASES, AND ALL OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES EVEN IF US-ANALYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, US-ANALYTICS’S TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF YOUR USE OF THE SOFTWARE OR THIRD PARTY APPLICATIONS, OR ANY OTHER PROVISION OF THIS EULA, SHALL NOT EXCEED THE FAIR MARKET VALUE OF THE SOFTWARE OR AMOUNT PURCHASER PAID SPECIFICALLY FOR THE SOFTWARE. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS (INCLUDING SECTIONS 10, 11, 12, AND 15) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 
11. INJUNCTIVE RELIEF.You acknowledge that, in the event you breach any provision of this Agreement, US-Analytics will not have an adequate remedy in money or damages. Us-Analytics shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request without posting bond. US-Analytics’ right to obtain injunctive relief shall not limit its right to seek further remedies.
12. MODIFICATION. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of the party against whom enforcement of the modification is sought.
13. U.S. GOVERNMENT END USERS RESTRICTED RIGHTS. This provision only applies to U.S. Government end users.  The Software is a “commercial item” as that term is defined at 48 C.F.R. Part 2.101, consisting of “commercial computer software” and “computer software documentation” as such terms are defined in 48 C.F.R. Part 252.227-7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable.  Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software is distributed and licensed to U.S. Government end users (a) only as a commercial item, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein. 
14. APPLICABLE LAW. This EULA is governed by the laws of the state of Texas, without regard to its conflict of law provisions.