IMPORTANT: This End User License Agreement contains the
terms and conditions regarding your use of the SOFTWARE (as defined
below). This EULA contains material limitations to your rights in
that regard.
1. LICENSE. In consideration of your payment of any applicable
license fees, Bright Minds Group Inc. doing business as xSQL
Software hereinafter referred to as ("xSQL") hereby grants to you,
the undersigned, and you accept, a nonexclusive, nontransferable
license to install, use, and display a single copy of the Licensed
Software on a single computer. You may move the Licensed Software
from one computer to another, but may not have the Licensed
Software resident on more than one computer unless you have paid a
license for each additional computer. A copy of the Licensed
Software may be made for archival or backup purposes as long as it
contains all the original Licensed Software proprietary notices.
You may not sublicense, rent, distribute, lease or otherwise
transfer or assign any or all of your rights in the Licensed
Software. You may use the Licensed Software solely in its original
form, and may not change, alter or modify the Licensed Software,
translate, reverse assemble, reverse compile, disassemble, or in
any way reverse engineer the Licensed Software. This license does
not grant you any right to bug, fixes, enhancements, updates or new
versions, but if such are made available to and are obtained by
you, then they shall become part of the Licensed Software and
governed by the terms of this License. xSQL reserves all rights not
expressly granted to you in this License.
2. RIGHTS IN LICENSED SOFTWARE. You acknowledge that the Licensed
Software and any copies, regardless of the form or media in which
the original or copies may exist, are the sole and exclusive
property of xSQL; by accepting this License, you do not become the
owner of the Licensed Software recorded on the media. You further
acknowledge that the Licensed Software, including the code, logic
and structure of the Licensed Software, contain valuable trade
secrets belonging to xSQL. You agree to secure and protect the
Licensed Software consistent with the maintenance of xSQL's rights
in the Licensed Software, as set forth in this License.
3. COPIES. The Licensed Software is copyrighted under the laws of
the United States and international treaty provisions.
Notwithstanding the copyright, the Licensed Software contains trade
secrets and confidential information of xSQL. You agree not to
disclose or otherwise make available any part of the Licensed
Software to any third party on any basis, other than as set forth
in Paragraph 2. You agree not to make any copies of the
documentation that is provided in hard copy as part of the Licensed
Software.
4. TERM. This License shall be perpetual unless you fail to observe
any of its terms, in which case it shall terminate immediately, and
without additional prior notice, provided, however, that copies of
the run-time component of the Licensed Software that are part of
the Applications licensed to third parties may be retained by such
licensed third parties in accordance with this Agreement. Upon
termination or expiration of this Agreement, you shall return the
original and all copies, complete or partial, of the Licensed
Software to xSQL, and shall not access such media for the purpose
of recovering any of the Licensed Software from any copies that may
exist with respect to media containing regular backups of your
computer or computer system. The terms of Paragraphs 2, 3, 4, 6, 7,
8 and 9 shall survive termination of this Agreement.
5. DISCLAIMER OF WARRANTY. THE LICENSED SOFTWARE IS PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. FURTHER, xSQL SPECIFICALLY DOES NOT WARRANT, GUARANTEE, OR
MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE
USE, OF THE LICENSED SOFTWARE OR WRITTEN MATERIALS IN TERMS OF
CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE
ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS
ASSUMED BY YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
xSQL OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY
INCREASE THE SCOPE OF THIS WARRANTY, AND YOU MAY NOT RELY ON ANY
SUCH INFORMATION OR ADVICE.
6. LIMITATION ON LIABILITY. The Licensed Software may produce
inaccurate results because of a failure or inaccuracy in the
performance of the software, because you input incorrect data, or
for many other reasons. You assume full and sole responsibility for
any use you make of the output from the Licensed Software, and you
bear the entire risks of there being an error in the output. You
agree that regardless of the cause of any error or the form of any
claim, YOUR SOLE REMEDY AND xSQL'S SOLE OBLIGATION SHALL BE
GOVERNED BY THIS AGREEMENT AND IN NO EVENT SHALL xSQL'S LIABILITY
EXCEED THE PRICE PAID TO xSQL FOR THE LICENSED SOFTWARE. YOU
EXPRESSLY AGREE THAT IN NO EVENT SHALL xSQL BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISING FROM BREACH OF
WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL
THEORY, WHETHER IN TORT OR CONTRACT, EVEN IF xSQL HAS BEEN
APPRAISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, INCLUDING
WITHOUT LIMITATION DAMAGES FROM INTERRUPTION OF BUSINESS, LOSS OF
USE OF SOFTWARE, LOSS OF DATA, COST OF RECREATING DATA, COST OF
CAPITAL, COST OF ANY SUBSTITUTE SOFTWARE, OR LOSSES CAUSED BY
DELAY. xSQL shall not be responsible for any damages or expenses
resulting from alteration or unauthorized use of the Licensed
Software, or from the unintended and unforeseen results obtained by
you resulting from such use.
7. INDEMNIFICATION. You hereby agree to indemnify xSQL and its
officers, directors, employees, agents, and representatives from
each and every demand, claim, loss, liability, or damage of any
kind, including actual attorneys fees, whether in tort or contract,
that it or any of them may incur by reason of, or arising out of,
any claim which is made by any third party with respect any breach
or violation of this Agreement by you or any claims based on the
Applications and the Licensed Software included therein.
8. U.S. GOVERNMENT RESTRICTED RIGHTS. The Licensed Software is
Commercial Computer Software provided with RESTRICTED RIGHTS under
Federal Acquisition Regulations and agency supplements to them.
Use, duplication or disclosure by the U.S. Government is subject to
restrictions as set forth in subparagraph (c)(1)(ii) of the Rights
in Technical Data and Computer Software clause at DFAR 255.227-7013
et. seq. or 252.211-7015, or subparagraphs (a) through (d) of the
Commercial Computer Software Restricted Rights at FAR 52.227-19, as
applicable, or similar clauses in the NASA FAR Supplement.
Contractor/manufacturer is Bright Minds Group Inc., registered in
the Dekalb county, in the state of Georgia.
9. EXPORT CONTROLS. None of the Licensed Software, or underlying
information may not be exported, directly or indirectly, without
the prior written consent, if required, by the office of Export
Administration of the United States, Department of Commerce, nor to
any country to which the U.S. has embargoed goods, to any person on
the U.S. Treasury Department's list of Specially Designated Nations
or the U.S. Commerce Department's Table of Denials. By consenting
to this License you warrant that you are not located in, under the
control of, or a national or resident of any such country or appear
on any such list and further warrant that you will not distribute
the run-time version of the Licensed Software to any entity that is
located in, under the control of, or a national or resident of any
such country or appears on any such list.
10. ENTIRE AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND
CONDITIONS. YOU ALSO AGREE THAT THIS LICENSE IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN xSQL AND YOU, WHICH
SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR LICENSE, ORAL OR
WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT
MATTER OF THIS LICENSE. This License shall be construed in
accordance with the internal laws of Georgia and all disputes shall
have exclusive venue in the federal and state courts in Dekalb
County, Georgia, and both parties consent to the jurisdiction of
these courts. If any term of this License shall be found invalid,
the term shall be modified or omitted to the extent necessary, and
the remainder of the License shall continue in full
effect.