eula

Effective Date of Terms of Use: October 18, 2018

This EULA and Terms of Use (collectively “Terms of Use”) govern your use of the Agile Work Profiler (“AWP”), including any instructions, guidance or other materials related to the AWP provided by The DeBruce Foundation located at 4520 Main Street, Suite 1500, Kansas City, MO 64111 (“Licensor”), in printed, electronic, or other form (the “Documentation”) provided to you (“you” or “your”) for use in connection with the AWP.

BY CLICKING THE “ACCEPT” BUTTON/CHECKING THE “ACCEPT” BOX/OTHER MEANS PROVIDED FOR ACCEPTANCE YOU: (i) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; (ii) DULY AUTHORIZED TO ACCESS AND USE THE AWP; (iii) ACCEPT THE PRIVACY POLICY AND TERMS OF USE AT THE WEBSITE FROM WHICH YOU ACCESSED THE AWP; AND (IV) ACCEPT THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE FOREGOING, DO NOT CLICK THE “ACCEPT” BUTTON/CHECK THE “ACCEPT” BOX/OTHER MEANS PROVIDED FOR ACCEPTANCE AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE AWP.

License Grant

Subject to your strict compliance with these Terms of Use, Licensor hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the AWP solely in accordance with the Documentation, for you own personal purposes only.

Use Restrictions

You agree that you will not, directly or indirectly:(a) use the AWP or Documentation except as set forth herein;(b) copy the AWP or Documentation, in whole or in part;(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the AWP or any part thereof;(d) combine the AWP or any part thereof with, or incorporate the AWP or any part thereof in, any other programs;(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the algorithms behind or source code of the AWP or any part thereof;(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the AWP or Documentation, including any copy thereof;(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the AWP to any other person or entity; or(h) use the AWP or Documentation in violation of any law, regulation, or rule.

Compliance Measures

The AWP may contain technological copy protection or other security features designed to prevent unauthorized use of the AWP, including features to protect against use of the AWP beyond the scope of the license granted herein. You agree that you will not, and will not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

Collection and Use of Information

Licensor may, directly or indirectly through the services of others, collect and store information and data regarding use of the AWP and about equipment on which the AWP is installed or through which it otherwise is accessed and used. You agree that the Licensor may use such information for business, educational and philanthropic purposes (“Authorized Purposes”) related to the AWP, including but not limited to improving the performance of the AWP or developing updates and verifying compliance with the terms of these Terms of Use.You acknowledge and agree that notwithstanding anything to the contrary in Licensor’s Terms of Use or Privacy Policy applicable to its websites or any ancillary agreements between the parties, Licensor reserves, and you hereby grant to Licensor and agree to grant to Licensor (to the extent of your rights therein, if any), the non-exclusive, worldwide, perpetual right and license to use Blinded Research Data for Licensor’s Authorized Purposes, and the right to permit others to do so. For clarity, Licensor’s Authorized Purposes may include any purpose permitted by law, including, without limitation, comparative data analysis, aggregated data analysis and development of other products or services utilizing the Blinded Research Data.

When used herein, the term “Blinded Research Data” shall mean any data gathered by Licensor, or developed by Licensor, including that developed or gathered in connection with the use of the AWP, provided that such data does not identify any individual, and there is not any reasonable basis to believe that the information could be rendered individually identifiable without extraordinary means. Blinded Research Data shall not be considered confidential information.

Intellectual Property Rights

You acknowledge that the AWP is provided under license, and not sold, to you. You do not acquire any ownership interest in the AWP under these Terms of Use, or any other rights to the AWP other than to use the AWP in accordance with the license granted under these Terms of Use, subject to all terms, conditions, and restrictions. Licensor reserve and shall retain its entire right, title, and interest in and to the AWP and all intellectual property rights arising out of or relating to the AWP, subject to the license expressly granted in these Terms of Use.

Disclaimer of Warranty and Liability

THE AWP AND DOCUMENTATION ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE AWP AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE AWP WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:(a) IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE AWP; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.(b) IN NO EVENT WILL LICENSOR’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE GREATER OF THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR THE ACCESS TO AND USE OF THE AWP OR $100.00.(c) THE LIMITATIONS SET FORTH HEREIN SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

Export Regulation

The AWP may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the AWP to, or make the AWP or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the AWP available outside the US.

Governing Law

These Terms of Use are governed by and construed in accordance with the internal laws of the State of the state of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Missouri.

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