(a) you (either an individual or a single entity) and (b) Lapenton, INC ("Lapenton") that governs your use of the Quizthon software product and application ("Lapenton Product"). Other software provided by third parties and used with the Lapenton Product may be subject to a separate EULA. The term "Software Product" means computer software and may include associated media, printed materials and "online" or electronic documentation. An amendment or addendum to this EULA may accompany the Lapenton Product.
BY CLICKING "I AGREE", OR OTHERWISE TAKING ANY STEP TO INSTALL OR USE THE LAPENTON PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, YOUR SOLE REMEDY IS TO NOT ACCEPT THIS EULA. 1. GRANT OF LICENSE. Lapenton grants you the following non-exclusive rights provided you agree to and comply with all terms and conditions of this EULA:
a.) Use. You do not have the right to distribute the Lapenton Product. Before beginning the Test, you warrant and acknowledge that you have obtained all required Third Party documentation, including, but not limited to, licenses, books, manuals, question banks, questions answers, guides, or textbooks. You, not Lapenton or Quizthon, are solely responsible for the content you upload or create, or any misuse of test questions, materials, the Quizthon software, or copyrighted material. In the event of misused or inappropriately used content, Lapenton reserves the right to suspend or remove such content.
b.) Storage. The Lapenton Product may only be stored on your personal electronic device(s). The Lapenton Product is specifically for storing and recalling testing content. Industry standard measures will be taken to secure content from misuse or improper accessibility. In the event of improper access, Lapenton is not liable for damage to data or malicious data that has been created or uploaded into the Lapenton Product.
c.) Reservation of Rights. The Lapenton Product is licensed, not sold, to you by Lapenton. Lapenton owns all rights, titles and interests in and to the Lapenton Product and reserve all rights not expressly granted to you in this EULA. You agree to refrain from any action that would diminish such rights or would call them into question. Lapenton reserves the right to review and remove material, including questions, images, and hyperlinks, that it deems to be inappropriate, used without authorization, illegal, or not pertinent for specific knowledge testing that is being conducted.
d.) Freeware. Notwithstanding the terms and conditions of this EULA, all or any portion of the Lapenton Product which constitutes non-proprietary Lapenton software or software provided under public license by third parties ("Freeware"), is licensed to you subject to the terms and conditions of the software license agreement accompanying such Freeware whether in the form of a discrete agreement, shrink wrap license or electronic license terms accepted at time of download. Use of the Freeware by you shall be governed entirely by the terms and conditions of such license.
2. UPGRADES. To use a Lapenton Product identified as an upgrade, you must first be licensed for the original Lapenton Product identified by Lapenton as eligible for the upgrade.
3. ADDITIONAL SOFTWARE. This EULA applies to updates or supplements to the original Lapenton Product provided by Lapenton unless Lapenton provides other terms along with the update or supplement. In case of a conflict between such terms, the other terms will prevail.
4. TRANSFER. a.) Restrictions. You may not rent, lease or lend the Lapenton Product or use the Lapenton Product for commercial use. You may not sublicense, assign or transfer the license or Lapenton Product.
5. PROPRIETARY RIGHTS. All intellectual property rights in the Lapenton Product and user documentation are owned by Lapenton and are protected by law, including but not limited to United States copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the Lapenton Product are the valuable trade secrets and confidential information of Lapenton. You shall not remove any product identification, copyright notices or proprietary restrictions from the Lapenton Product.
6. LIMITATION ON REVERSE ENGINEERING. You may not reverse engineer, decompile, disassemble or create derivative works of the Lapenton Product, except and only to the extent that the right to do so is mandated under applicable law. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this EULA. Unauthorized copying of the Lapenton Product or failure to comply with the above restrictions will result in automatic termination of this Agreement and will constitute immediate, irreparable harm to Lapenton for which monetary damages would be an inadequate remedy, in which case injunctive relief will be an appropriate remedy for such breach.
7. TERM. This EULA is effective unless terminated or rejected. This EULA will also terminate upon conditions set forth elsewhere in this EULA or if you fail to comply with any term or condition of this EULA.
8. CONSENT TO USE OF DATA. You agree that Lapenton and its affiliates may collect and use technical information you provide in relation to support services related to the Lapenton Product. Lapenton agrees not to use this information in a form that personally identifies you except to the extent necessary to provide such services.
9. DISCLAIMER OF WARRANTIES. The Lapenton Product is offered on an "AS-IS" basis and Lapenton does NOT warrant that the functions contained in the Lapenton Product will meet your requirements or that the operation of the Lapenton Product will be uninterrupted or error free. Computer software is inherently subject to bugs and potential incompatibility with other computer software and hardware. You should not use the Lapenton Product for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAPENTON AND ITS SUPPLIERS PROVIDE THE LAPENTON PRODUCT "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE LAPENTON PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LAPENTON OR A LAPENTON AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. Some states/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you in its entirety. IN NO EVENT DOES LAPENTON PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY HARDWARE OR SOFTWARE WITH WHICH THE LAPENTON PRODUCT IS DESIGNED TO BE USED, AND LAPENTON DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.
10. LIMITATION OF LIABILITY. Notwithstanding any damages that you might incur, the entire liability of Lapenton and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Lapenton Product. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LAPENTON OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE LAPENTON PRODUCT, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA), EVEN IF LAPENTON OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to residents of those state/jurisdictions.
11. COMPLIANCE WITH EXPORT LAWS. You shall comply with all laws and regulations of the United States and other countries ("Export Laws") to ensure that the Lapenton Product is not (1) exported, directly or indirectly, in violation of Export Laws, or (2) used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
12. CAPACITY AND AUTHORITY TO CONTRACT. You represent that you are of the legal age of majority in your state, province jurisdiction of residence and, if applicable, you are duly authorized by your employer to enter into this contract.
13. APPLICABLE LAW. This EULA is governed by the laws of the State of Texas exclusive of conflict of law provisions and you submit to the jurisdiction of the courts of the State of Texas with respect to any proceedings arising from this EULA. The parties hereby agree that this Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods.
14. ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the Lapenton Product) is the entire agreement between you and Lapenton relating to the Lapenton Product and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Lapenton Product or any other subject matter covered by this EULA. To the extent the terms of any Lapenton policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision of the EULA will remain in force and effect.
The information contained herein is subject to change without notice. The only warranties for Lapenton Products and services are set forth in the express warranty statements accompanying such services. Nothing herein should be construed as constituting an additional warranty. Lapenton shall not be liable for technical or editorial errors or omissions contained herein. All rights reserved. Rev. 03/14