# TM1Connect Software License Agreement
THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) IS A LEGAL DOCUMENT BETWEEN YOU AND CARPEDATUM CONSULTING, LLC (“CARPEDATUM”), A COLORADO COMPANY. PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING TM1CONNECT (“SOFTWARE”) AND ANY COMPONENT, IN WHOLE OR IN PART, DISTRIBUTED WITH TM1CONNECT.
BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE, INCLUDING, WITHOUT LIMITATION, THE WARRANTY DISCLAIMERS, LIMITATION OF LIABILITY, DATA USE AND TERMINATION PROVISIONS BELOW, WHETHER OR NOT YOU DECIDE TO PURCHASE THE SOFTWARE. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT NEGOTIATED AND SIGNED BY YOU. IF YOU DO NOT AGREE, YOU ARE NOT LICENSED TO USE THE SOFTWARE, AND YOU MUST DESTROY ANY DOWNLOADED COPIES OF THE SOFTWARE IN YOUR POSSESSION OR CONTROL. YOU MAY PRINT A COPY OF THIS SOFTWARE LICENSE AGREEMENT AS PART OF THE INSTALLATION PROCESS AT THE TIME OF ACCEPTANCE.
The Software is owned exclusively by CarpeDatum Consulting, LLC ("CarpeDatum"). The price paid by you for the Software subscription license fee granting you use of the software as set forth in this License for the duration the subscription fee is paid. The rights granted in this License are limited to CarpeDatum’s intellectual property rights in the Software and do not include any other patents or intellectual property rights.
2. SOFTWARE LICENSE
Upon your acceptance of this License, CarpeDatum grants you a non-exclusive, non-transferable (except as provided below), limited license to install and use the Software based on the type of purchase
(a) Evaluation. Prior to purchase, a trial version of TM1Connect (TM1Connect Lite) may be used free of charge on as many computers as desired. This version serves as an evaluation to the full TM1Connect.
(b) Named User. Under this license, you may install multiple copies of the Software on one or more computers or virtual machines so long as all copies are operated by the authorized user.
(c) Site License. If you purchased a site license, you may install and use one or more copies of this Software on one or more computers within a single location to connect with as many authorized users as is contained within the same site. Remote or off-location sites must be licensed separately.
You may not re-license, reproduce or distribute any part of this Software except with the express written permission of CarpeDatum. If the Software that you have licensed is an upgrade or an update, then the update or upgrade terminates the previously licensed copy of the Software to the extent it is being replaced. The update or upgrade does not constitute the granting of a second license to the Software in that you may not use the upgrade or update copy in addition to the copy of the Software that it is replacing and whose license has terminated.
3. OTHER RESTRICTIONS
(a) Reverse Engineering. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever, directly or indirectly, or disclose any of the foregoing.
(b) Other Restrictions. You may not loan, rent, lease, sublicense, distribute or otherwise transfer all or any portion of the Software to third parties. You may not copy the Software except as expressly set forth above, and any copies that you are permitted to make pursuant to this Software License Agreement must contain the same copyright, patent and other intellectual property markings that appear on or in the Software. You may not modify, adapt or translate the Software. You may not, directly or indirectly, encumber or suffer to exist any lien or security interest on the Software; knowingly take any action that would cause the Software to be placed in the public domain; or use the Software in any computer environment not specified in this Software License Agreement. You will comply with applicable law and CarpeDatum’s instructions regarding the use of the Software. You agree to notify your employees and agents who may have access to the Software of the restrictions contained in this Software License Agreement and to ensure their compliance with these restrictions.
4. LIMITED WARRANTY AND LIMITATION OF LIABILITY
(a) Limited Warranty. THE SOFTWARE IS NEITHER GUARANTEED NOR WARRANTED TO BE ERROR-FREE NOR SHALL ANY LIABILITY BE ASSUMED BY CARPEDATUM IN THIS RESPECT. NOTWITHSTANDING ANY SUPPORT FOR ANY TECHNICAL STANDARD, THE SOFTWARE IS NOT INTENDED FOR USE IN OR IN CONNECTION WITH, WITHOUT LIMITATION, THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL EQUIPMENT, MEDICAL DEVICES OR LIFE SUPPORT SYSTEMS, MEDICAL OR HEALTH CARE APPLICATIONS, OR OTHER APPLICATIONS WHERE THE FAILURE OF THE SOFTWARE OR ERRORS IN DATA PROCESSING COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE SOFTWARE AND ANY DATA GENERATED OR PROCESSED BY THE SOFTWARE FOR YOUR INTENDED USE AND YOU WILL DEFEND, INDEMNIFY AND HOLD CARPEDATUM, ITS OFFICERS AND EMPLOYEES HARMLESS FROM ANY 3RD PARTY CLAIMS, DEMANDS, OR SUITS THAT ARE BASED UPON THE ACCURACY AND ADEQUACY OF THE SOFTWARE IN YOUR USE OR ANY DATA GENERATED BY THE SOFTWARE IN YOUR USE.
(b) No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR CARPEDATUM OR ITS SUPPLIER’S BREACH OF WARRANTY. CARPEDATUM AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, CARPEDATUM AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARPEDATUM AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
(c) Limitation Of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL CARPEDATUM OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF CARPEDATUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, CARPEDATUM’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, CarpeDatum’s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Software License Agreement between CarpeDatum and you.
(d) Infringement Claims. CarpeDatum will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in this Agreement except as otherwise expressly provided. You must notify CarpeDatum in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to CarpeDatum at no cost such assistance and cooperation as CarpeDatum may reasonably request from time to time in connection with the defense of the Claim. CarpeDatum shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms CarpeDatum deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. CarpeDatum shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of CarpeDatum’s legal counsel the Software is likely to become the subject of a Claim, CarpeDatum shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of CarpeDatum’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, CarpeDatum, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to CarpeDatum. THE FOREGOING CONSTITUTES CARPEDATUM’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customer-supplied elements.
5. TERM AND TERMINATION
This Software License Agreement may be terminated (a) by your giving CarpeDatum written notice of termination; or (b) by CarpeDatum, at its option, giving you written notice of termination if you commit a breach of this Software License Agreement and fail to cure such breach within ten (10) days after notice from CarpeDatum or (c) at the request of an authorized CarpeDatum reseller in the event that you fail to make your license payment or other monies due and payable. In addition the Software License Agreement governing your use of a previous version that you have upgraded or updated of the Software is terminated upon your acceptance of the terms and conditions of the Software License Agreement accompanying such upgrade or update. Upon any termination of the Software License Agreement, you must cease all use of the Software that it governs, destroy all copies then in your possession or control and take such other actions as CarpeDatum may reasonably request to ensure that no copies of the Software remain in your possession or control.
This License will be governed by and construed in accordance with the laws of the State of Colorado. Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought in the courts of record of the State of Colorado in Arapahoe County or the United States District Court. You and CarpeDatum consent to the jurisdiction of such court in any such civil action or legal proceeding and waive any objection to the laying of venue of any such civil action or legal proceeding in such court.