QuantumX Software License Agreement

This is a legal agreement between you, the end user Licensee, and QuantumX, LLC, a Delaware limited liability company ("QX").  

1.	QX hereby grants to you as Licensee (an individual) the right to install and activate the Software for your personal and non-commercial use. a Licensee may not network this Software, allow multiple users of this Software, install in more than one virtual or physical operating system environment, or run more than 1 (Turtle Edition) or 2 (Professional and Builder Editions) instances of the software at the same time on the same computer, unless Licensee purchases the appropriate license for said activity. Sharing this Software with other individuals, or allowing other individuals to view the contents of this Software is in violation of this license. 

2.	Copyright. The Software is owned by QuantumX LLC and protected by United States copyright laws and international treaty provisions. Therefore, Licensee must treat this Software like any other copyrighted material. Licensee may not make this Software or copies thereof available in any manner or form or use, copy or transfer the Software, in whole or in part, except as provided herein. 

3.	Other Restrictions. Licensee may not sell, transfer, rent or lease this Software to any other party. Licensee may not alter, merge, modify, adapt, reverse engineer, decompile or disassemble the software, or disclose the contents of this Software to any other party. 

4.	Electronic Transmission of Software. If Licensee received the Software by electronic transmission or by Internet delivery, by installation of the Software, Licensee  acknowledges that Licensee  have read and understand this license agreement and agree to be bound by its terms and conditions. 

5.	All Sales Final. No Refunds. No Exchanges. QX does not refund license fees for the Software after the license keys have been transmitted to the end user. 

6.	Term of Agreement. The term of this Agreement and the license granted to you pursuant hereto shall commence upon purchase  of this Software. This Agreement and the license granted herein may otherwise be terminated by QX in the event that Licensee  are in breach of any provision of this Agreement. In the event of termination, you agree to immediately return this Software, accompanying items, and any copies thereof to QX. The purchase price shall include the provision by QX of all upgrades (which term shall include all new editions of the software) and support for a period of twelve months from the date of purchase 

7.	LIMITED WARRANTY

(A)	THE CD-ROM MEDIA, IF ANY, (THE "MEDIA") WHICH CONTAINS THIS SOFTWARE IS WARRANTED, FOR A PERIOD OF 30 DAYS FROM THE DATE OF PURCHASE, TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP. ELECTRONIC TRANSMISSION IS WARRANTED TO BE FREE FROM DEFECTS AT THE MOMENT OF TRANSMISSION. YOUR SOLE AND EXCLUSIVE REMEDY, AND QX'S SOLE LIABILITY, IS TO REPLACE THE DEFECTIVE MEDIA OR TO REPEAT THE ELECTRONIC TRANSMISSION PROVIDED THAT LICENSEE NOTIFIES QXIN WRITING OF SUCH DEFECT OR DEFECTIVE TRANSMISSION.

(B)	EXCEPT AND TO THE EXTENT EXPRESSLY PROVIDED IN PARAGRAPH (A), THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QX, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND LICENSEE  MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. QXDOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF USE, OF THE SOFTWARE OR WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE, AND THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY LICENSEE. IF THE SOFTWARE OR WRITTEN MATERIALS ARE DEFECTIVE, LICENSEE  AND NOT QX OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OTHER THAN EXPRESSLY DESCRIBED ABOVE. 

(C)	NEITHER QXNOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS PRODUCT SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE SUCH PRODUCT OR RELATED TO THIS AGREEMENT EVEN IF QX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QX SHALL NOT BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE AND/OR THE RELATED DOCUMENTATION, EVEN IF QX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL QX'S LIABILITY HERE UNDER, IF ANY, EXCEED THE PURCHASE PRICE PAID BY LICENSEE FOR THE SOFTWARE. 

8.	Governing Law. This agreement and the Limited Warranty described herein shall be governed and construed in accordance with the laws of the the Commonwealth of Massachusetts. Licensee  may have other rights which vary from location to location.

9.	Confidential Information:  All disclosures of Confidential Information owned by QX, including confidential information disclosed by and or all QX affiliates (henceforth together "QX") is furnished and made to the undersigned Licensee  ("Licensee") with the express and restricted understanding that the information is to be treated in strict confidence, and is made for the circumscribed purpose of educating themselves or for entertainment purposes.  Confidential Information includes, but is not limited to, information related to QX's technology or business that the Licensee learns in confidence, other information including without limitation, to the extent previously, currently or subsequently disclosed to the Licensee, relating to products or technology of QX, mathematical equations, discoveries, novel ideas, software, source code or the properties, composition, structure, use or processing thereof, or systems thereof, or to QX's business including, without limitation, data, know-how, processes, ideas, inventions whether patentable or not, names, backgrounds and expertise of employees and/or consultants, customers and customer transactions and other technical, business, financial, customer and product development plans, forecasts, strategies and information, and expressly includes all personal information of whatsoever sort or type provided indirectly or directly to the Licensee  by QX. Confidential Information shall not include information the Licensee can document is in or, through no improper action or inaction by the Licensee or any affiliate, agent or employee, enters the public domain and is readily available without substantial effort, or was rightfully in the Licensee's possession or known by it prior to receipt from QX, or was rightfully disclosed to the Licensee by another person without restriction, or was independently developed by the Licensee  by persons without access to such information and without use of any Confidential Information of QX. Ownership of all Confidential Information remains in QX, and no sale or transfer of ownership of any such information is offered nor contemplated by virtue of the Licensees business or personal participation with QX. The Licensee agrees to not directly, or indirectly, reveal, report, publish, copy, reproduce, disclose, or transfer any of the Confidential Information to any other person, or entity, without prior written consent of QX, nor to willingly permit any such direct or indirect revelation, reporting, publication, copying, disclosure, or transfer.  Upon demand the Licensee shall return all Confidential Information, including, but not limited to information contained on paper, magnetic, optical, electronic or other storage medium, within three (3) business days by personal delivery.  It is also agreed that the Licensee shall notify QX in writing immediately upon the occurrence of unauthorized release of Confidential Information or other breach.  It is also confessed by the Licensee that any breach, of whatsoever type or sort, of this Confidentiality Policy does and will constitute a material breach of this Agreement.  Further, the Licensee acknowledges and agrees and confesses that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, and money damages alone would be insufficient, and that any breach may allow the Licensee or third parties to unfairly compete with QX resulting in irreparable harm to QX, and, therefore, that upon any breach or any threat thereof, QX, individually or jointly, shall be entitled to appropriate equitable relief, including the immediate grant of a restraining order and/or injunction, in addition to whatever remedies they or it might have at law, and to be individually or jointly indemnified by the Licensee  from any loss or harm, including, without limitation, lost profits and attorney's fees, in connection with any breach or enforcement of the Licensee's obligations hereunder, or the unauthorized use or release of any such Confidential Information. 

In the event of any action to enforce this agreement, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable costs and expenses, including attorneys fees, incurred in connection with such enforcement action.  The rights and obligations of the parties hereto shall inure to the benefit of, and be binding upon, all successors, heirs, and assigns.  This agreement cannot be changed without the prior written consent of all parties hereto.  This agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts.

ALL RIGHTS NOT EXPRESSLY GRANTED IN THIS LICENSE AGREEMENT ARE RESERVED BY QX. 

ACKNOWLEDGMENT

BY INSTALLATION OF THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT LICENSEE  HAS READ AND UNDERSTANDS THE FOREGOING, AND THAT LICENSEE  AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE ALSO AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PROPOSED OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE LICENSE DESCRIBED HEREIN. 

