nQuery - LICENSE AGREEMENTIMPORTANT: READ BEFORE INSTALLING SOFTWARE
This document sets forth the terms and conditions of the license and the limited warranty for nQuery.
Proceeding with this installation constitutes your acceptance of this license agreement with respect to allaccompanying nQuery software received by you. If you do not accept this agreement, you may cease theinstallation within 10 days of receipt of installation key and your money will be refunded.
THIS LICENSE AGREEMENT is made and entered into by and between Statistical Solutions Limited, anIrish registered company, hereinafter referred to as “LICENSOR”, and you, hereinafter referred to as“LICENSEE”.
WHEREAS, LICENSOR has ownership rights of nQuery (“SOFTWARE”) and LICENSEE desires toobtain from LICENSOR, and LICENSOR desires to grant to LICENSEE, a license to use theaforementioned nQuery.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and terms hereinafter set forth,and for other good and valuable consideration, the parties hereto hereby agree as follows:
I.

GRANTA.

Subject to the provisions contained herein, LICENSOR grants to LICENSEE a nonexclusive, non-transferable license for the use of SOFTWARE (“LICENSE”) which shall notand will not be copied by the LICENSEE and will not be passed by the LICENSEE to any
other person or party, or will the whole or any part of it be disclosed by the LICENSEE toany other or party.

B.

Unless otherwise specifically agreed in writing by the LICENSOR, SOFTWARE may beused solely by LICENSEE.

C. No title or ownership rights to SOFTWARE are transferred to LICENSEE by this Agreement.
II.

MAINTENANCE

A. LICENSOR agrees to provide maintenance for SOFTWARE for the duration of thisAgreement.

B. MAINTENANCE includes the following services and materials.
1. Updates and improvements to SOFTWARE, as these become available.
2. Reasonable written or telephone consultations.
C. Maintenance will be provided only for the release of SOFTWARE which is current at thetime maintenance is required.

III.

REGISTERED USE

A. LICENSEE agrees that it will maintain SOFTWARE (including any future forms ofSOFTWARE provided to LICENSEE) in confidence.

B. LICENSEE agrees not to knowingly provide, distribute or otherwise make available, inwhole or in part to those outside of LICENSEE’S site, SOFTWARE, or any derivative
thereof, including without limitation program listings and code.

IV.

ACCEPTANCE AND PAYMENTS

A. All terms and conditions of this Agreement shall be binding upon purchase of LICENSE byLICENSEE.

B. LICENSEE, for and in consideration and as a condition of purchasing this LICENSE,
hereby agrees to pay over to LICENSOR an annual fee. The yearly fee in effect will
become due unless LICENSEE has properly exercised its right to terminate this Agreement
pursuant to paragraph V.B. below.

V.

TERM

A. This Agreement shall become effective upon purchase of LICENSE by LICENSEE andshall remain in effect for an initial period of one (1) year, and thereafter shall be renewed forsuccessive periods of one (1) year, unless terminated as provided in this Agreement.

B. LICENSEE or LICENSOR shall have the right to terminate this Agreement, at the end of
any licensing period upon written notice, which shall be given to the other party prior to theexpiration of the yearly licensing period. In the event that notice of termination is not given
by either party prior to the expiration of the license period the Agreement shall be deemed
effective for another one year.

C. Either party shall have the right to terminate this Agreement at any time upon violation by
the other party of any of the provisions of this Agreement.

D. Upon termination, of this Agreement, LICENSEE shall destroy all installations ofSOFTWARE, LICENSEE shall promptly forward written notice to LICENSOR that all
programs and materials containing SOFTWARE have been destroyed and are no longer in
use or usable by LICENSEE.
VI.

WARRANTIES

A. LICENSOR warrants that it has the right to grant this License.
B.

LIMITED WARRANTY AND REMEDY. Both parties hereto agreeing that this is not aconsumer contract, LICENSOR warrants that for sixty (60) days after purchase of LICENSE
by the LICENSEE, SOFTWARE shall reasonably perform in accordance with theaccompanying documentation (manuals and computer aided instructions). LICENSOR
specifically DOES NOT warrant that SOFTWARE will operate uninterrupted or error free.

LICENSEE’S SOLE AND EXCLUSIVE REMEDY for a failure of SOFTWARE to perform inaccordance with the accompanying documentation is for the LICENSEE to return SOFTWARE toLICENSOR in writing of the non-performance within sixty (60) days of purchase of the media.
LICENSOR’S sole obligation within a reasonable time after receiving notification of nonperformance shall be, at LICENSOR’S option to:(i)(ii)(iii)

correct demonstrable and significant program errors.
provide the LICENSEE with functionally equivalent software, or
provide or authorise a refund.

THE LICENSOR’S LIMITED WARRANTY SET FORTH ABOVE IS IN LIEU OF ANY OTHERWARRANTIES.
LICENSOR DISCLAIMS ANY IMPLIED WARRANTY INCLUDING, BUT NOTLIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR

MERCHANTABLILITY. LICENSOR DISCLAIMS ALL OTHER WARRANTIES INCLUDING, BUT NOTLIMITED TO, THOSE MADE BY DISTRIBUTORS OF LICENSOR’S SOFTWARE, BUT DOESATTEMPT TO DISCLAIM OR EXCLUDE LIABILITY FOR PERSONAL INJURIES WHERE THE
LICENSOR HAS AN OBLIGATION FOR SAME UNDER LAW.

A. In no event shall LICENSOR become liable to LICENSEE, or any other party, for any lossor damages, consequential or otherwise, including but not limited to time, money orgoodwill arising from the use, operation or modification of SOFTWARE by LICENSEE.
LICENSEE further agrees to indemnify, defend and hold harmless, its agents or employees
from and LICENSOR against all loss or expense resulting from liability of any nature arisingor resulting from the acts or omissions of LICENSEE, its employees or agents, in its use,
possession or operation of SOFTWARE.

B. If any of the provisions, or portion thereof, of this Agreement is invalid under any applicablestatute of law, they are to that extent to be deemed omitted. This Agreement shallconstitute the entire agreement between the parties hereto with respect to the subject
matter hereof, and shall supersede all oral, promotional or advertising presentations. This
Agreement may not be modified except in writing signed by an authorised representative ofLICENSOR. The prevailing party in the legal action brought to construe the terms of orenforce this Agreement shall be entitled to reasonable legal fees and costs. Under nocircumstances shall this Agreement or any of the rights granted to LICENSEE hereunder besold, assigned or sub-licensed, voluntarily or by operation of law, to any other person orentity, and any such purported sale, assigned or sublicenses shall be void.
VII.

This agreement shall be governed by the laws of Ireland and the parties agree to theexclusive jurisdiction of the Ireland Court.

VIII.

DATA PROTECTION
Each of the parties shall observe all of their respective obligations under all
legislation and regulations relating to the protection of personal data (includingRegulation (EU) 2016/679) that arise in connection with this Agreement. The parties
acknowledge that LICENSEE will not be disclosing or transferring personal data to
LICENSOR and that LICENSOR will not be processing personal data on behalf of
LICENSEE.

Jan./2023