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END USER LICENSE AGREEMENT WITH LIMITED WARRANTY

THE SOFTWARE IS PROTECTED BY COPYRIGHT LAWS, INTERNATIONAL COPYRIGHT TREATIES, AND OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. YOU MUST USE AND DEAL WITH THE SOFTWARE ACCORDING TO THIS AGREEMENT, AS IS REQUIRED OF OTHER PROPRIETARY MATERIAL PROTECTED BY COPYRIGHT AND OTHER LAWS.

BY DOWNLOADING, INSTALLING, COPYING, EXECUTING, OR OTHERWISE USING THIS SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN PDQ.COM CORPORATION IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU MAY NOT INSTALL OR USE IT AND SHOULD DELETE IT. IF YOU PAID A LICENSE FEE TO PDQ.COM CORPORATION BEFORE HAVING THE OPPORTUNITY TO REVIEW AND ACCEPT THIS AGREEMENT, YOU MAY CONTACT PDQ.COM CORPORATION AS DESCRIBED BELOW.

30 DAY MONEY-BACK GUARANTEE

PDQ.com Corporation offers you a 30 day money back guarantee for paid Software licenses. If you are not satisfied with the Software for any reason, then within 30 calendar days of first downloading or otherwise obtaining your initial version of the Software, you must notify PDQ.com Corporation at sales@PDQ.com to obtain a full refund of any license fees you paid to PDQ.com Corporation for the Software. If you notify PDQ.com Corporation that you want a refund, your right (and your entity’s right) to use the Software immediately terminates, and you must immediately destroy and permanently erase all copies of the Software in your possession, use, or control. (If you thereafter decide to use a free version of the Software, you may under the terms of the applicable agreement for such software.)

EULA TERMS AND CONDITIONS

This End User License Agreement with Limited Warranty (the “Agreement”) is a legal contract between PDQ.com Corporation, a Utah corporation (hereinafter “PDQ”), and you (hereinafter “you” and “your”) meaning only a single entity you represent and provide services to, and “you” does not include any parent, subsidiary, and affiliated entity, or any other entities, all of which are excluded from this license. PDQ licenses (rather than outright sells) copies of its software and associated documentation. This PDQ software and documentation you have obtained are owned by PDQ and governed and controlled by this Agreement.

1.	Definitions. For purposes of this Agreement, the following terms shall have the definitions specified.

“Software” means and includes (a) the computer software and code of PDQ you downloaded or obtained; (b) any associated “online” and/or other electronic documentation (the “Documentation”); and (c) any updates, upgrades, maintenance releases, revisions, and/or supplements to any such computer software, or Documentation (collectively, “Improvements”) that PDQ may provide or make available to you (except to the extent that such Improvements are accompanied by a separate license agreement or terms of use).

“TPS” means any computer software and code that is not the Software (as defined in the previous paragraph.

2. Grant of Licenses. Subject to the terms and conditions of this Agreement, PDQ grants you a limited, non-exclusive, non-transferable license to download, install, execute, and properly use the Software for as many computer system administrator users (hereinafter, an “Administrator”) as you have paid the applicable license fees. As used in this Agreement, the term “Administrator” means and includes any individual associated with your entity, whether as an employee or an independent contractor, who uses any of the Software at any time.

a. PDQ Deploy and PDQ Inventory Software. PDQ Deploy Software and PDQ Inventory Software are licensed by PDQ on a per Administrator user basis per entity where the software is used, with PDQ Deploy Software and PDQ Inventory Software each requiring their own separate license for each Administrator user and entity use.

(i) Each Administrator for whom you have purchased a license for PDQ Deploy Software or PDQ Inventory Software may install and use that Software on as many computers of your entity as reasonably necessary to perform the Administrator’s duties. For example, each licensed Administrator may install multiple “consoles” for this Software.

(ii) You acknowledge and agree that the Software is being provided as a service to perform unattended installation of certain TPS which may be downloaded from within the Package Library of PDQ Deploy Software, and, in certain instances, may provide means for auto-acceptance of applicable end user license agreement(s) for such TPS.

(iii) You further acknowledge and agree that you are not purchasing any right or license to TPS from PDQ, and that PDQ does not make any modifications to any of such TPS or applicable licenses. All TPS provided by PDQ is provided subject to applicable licenses from any third party and is provided “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING AS TO COMPLETENESS, ERRORS, INFRINGEMENT, AND SYSTEM AND OTHER COMPATIBILITY.

b. No “Floating” Licenses. The licenses granted to you under this Agreement are not “seats” or “floating” licenses. In other words, different individuals associated with your organization may not use or share the same licenses, even if they are using the Software at different times on the same computer. Instead, you must purchase licenses for each individual who uses the Software. When an Administrator leaves or otherwise ceases to be associated with your organization, however, you may reassign that Administrator’s license(s) from PDQ to a replacement Administrator in your entity, provided you ensure that all Software is removed from any and all computers and other devices retained by the departing Administrator.

c. Licensing per PDQ's Central Server. PDQ products are licensed per administrator (see Section 2.a, above). PDQs Central Server enforces licensing based upon the number of concurrent sessions to the Central Server. While there is probably no practical limit to the number of consoles that a single administrator may use, the limit of concurrent sessions to the Central Server is directly tied to the number of licenses purchased by the user. For example, if a user has a five-user PDQ Deploy Enterprise license, then enabling the Central Server will limit the number of concurrent sessions to a maximum of five. If a single administrator (i.e. one individual) wishes to utilize multiple concurrent sessions to a Central Server, then additional licenses must be obtained for each such session. If a user wishes to maintain consoles in stand-alone mode (not connecting to a centralized server) there is probably no practical limit to the number of consoles that may be installed or used. The licensing criteria of one license per administrator is still required, however.

d. License per PDQs Command Line Interface. PDQ products in the Pro and Enterprise modes are enabled with a Command Line Interface (“CLI”) mode of operation. This allows an administrator to send deployment or scan requests to a PDQ console. The license is the same with the CLI as it is for other aspects of PDQ products, in that it is licensed, and fees are charged, on a per administrator basis, with an administrator defined as a single person who initiates, through whatever method, deployment, or scan.

e. No Sublicensing. You may not sublicense, rent, lend, time share, or lease the Software, or use the Software to provide services as an application service provider (ASP) or as a software as a service (SaaS) provider, service bureau, or any similar operation, without the prior express written consent of PDQ, which consent will be grated or withheld in PDQ’s sole discretion. You may not install, use, or execute the Software on any storage device (such as a network server) that permits any of the Software to be shared or used concurrently on two or more computers, terminals, workstations, or other devices, except to the extent you have obtained separate, written, dedicated licenses from PDQ for each Administrator who so uses the Software on any such system.

f. Reservation of Rights. Rights not expressly granted are reserved to PDQ. The Software is licensed, not sold. This Agreement grants you a limited right to use the Software as provided in this Agreement. This Agreement does not grant you any rights in any source code, invention, patents or other intellectual property except as expressly stated herein.

3. Ownership. All right, title, and interest in and to the Software, the copyrights in the Software, and all confidential information and intellectual property (including inventions, trade secret information, techniques, and technology) embodied in or utilized by the Software, and all copies of the Software (whether made by you, or by PDQ, or by the software in the course of its use) are owned exclusively by PDQ. You acknowledge that in addition to material and elements of the Software that are protected by copyright and/or other laws, the Software may contain or embody confidential, proprietary, and/or commercially valuable information and trade secrets, all of which are owned by PDQ including in, but not limited to, source and object code, program architecture, program flow information, design definitions, design specifications, data structures, data compilations, techniques, interfaces, calculations, formulas, algorithms, screens generated, graphics, branding, and other features and functionality of the Software.

4. Restrictions and Access. You agree that neither you, nor any person that is given access to the Software by you, will decompile, disassemble, reverse engineer, or modify the Software. Except as expressly authorized by this Agreement, you agree not to disclose or provide access to the Software to any other person or entity, except on a need-to-know basis to your entity’s employees and independent contractors only for services to your entity, but specifically excluding competitors of PDQ. You are responsible for breaches of this Agreement by all persons having authorized or other access to the Software through you. You appreciate and agree that PDQ may track your use of the Software, including the download, installation, and deployment of the Software and of any TPS included with the PDQ Software, and including the timing and whether any installation or deployment is successful; and PDQ may report this information in aggregated and statistical forms to such TPS providers relative to the provider’s software, without disclosing the identity of you personally or your entity, and PDQ may disclose any specific information if PDQ believes you may be violating this Agreement or any third party license agreement. PDQ does not track packages that you may have created.

5. Compatible Operating System Required. The Software requires use of compatible operating system hardware and software. It is your responsibility to acquire compatible operating system software and any required licenses for such software. It is also your sole and exclusive responsibility to obtain and use hardware compatible with operation of the Software. You, and not PDQ, are solely responsible for the installation and operation of the Software on your hardware and software.

6. Customization. PDQ may in its sole discretion, now or hereafter, provide you additional software that customizes the Software for use by you, and all such additional software and customizations are, for purposes of this Agreement, part of the Software and subject to this Agreement.

7. Improvements.

a. Availability. PDQ may in its sole discretion make available to you Improvements to the Software (including updates, upgrades, and revisions), including as a separate support and maintenance agreement. Such Improvements shall be Software governed by this Agreement, unless and until you accept an updated end user license agreement applicable to such Improvements and/or the Software.

b. No Joint Improvements. As between you and PDQ, all Improvements, and any adjustment to the Software which we desire to use or be responsible for, are owned exclusively by PDQ, and any such adjust you make may be deemed a work made for hire by you for PDQ. You agree that all right, title, and interest in and to any and all Improvements provided by PDQ, or are made at your request or suggestion or with assistance of you or any person in your entity, including without limitation new or different Software features or functionality, shall belong exclusively to PDQ, including without limitation any and all ideas, know how, inventions, patents, copyrights, trade secrets, and other intellectual property embodied or contained in, and/or otherwise associated with, such Improvements whether suggested, provided, or developed in whole or in part by you or for you, or not. For avoidance of doubt, but without limiting the generality of the preceding sentence, Improvements shall not be considered “works made for hire” by, or materials developed by, PDQ for you under any copyright or other laws. To the extent you may have or claim any right, title, or interest in or to such Improvements by operation of law or otherwise, you hereby assign all such right, title, and interest in or to such Improvements and any adjustments to the software, exclusively to PDQ, and you agree to execute any document prepared by PDQ that is reasonably necessary to document or effect the purpose and intention of this section. You further agree that you will have no right in or to any such Improvements other than as expressly granted to you by this Agreement, if any. For example, you will have no right to receive any royalty or other compensation for any such Improvements or adjustment. Further, if you provide any suggestion, idea, or information to PDQ about its Software or other products or potential products, PDQ shall thereby have a perpetual fully paid up, transferable, worldwide royalty-free right to use, copy, modify, adapt, distribute, transmit, display, perform, publish, and commercialize such suggestion, idea and/or information, and any and all inventions, patents, copyrights, trade secrets, know how, and other intellectual property that result from PDQ’s research, development, use, or commercialization of such ideas and/or information shall belong exclusively to PDQ, without any obligation to you (or your entity) whatsoever.

8. Trial Versions. You may have received the Software as a “trial” version. If so, this section also applies to your use of the Software in that status. Any version of the Software designated as a “trial” version (using those words, or words of equivalent meaning, whether in the Software or associated with its Documentation or delivery from PDQ) may only be used for the trial period specified, or such shorter period as specified by PDQ, and after the trial period, the Software shall revert to “free” version, as may be indicated in the trial, unless you convert the trial version into the version wherein a fee is payable to PDQ, all in accordance with the terms of the applicable trial offer from PDQ. Trial versions of the Software are not eligible for support and maintenance, nor is there any representations or warranties of any kind whatsoever applicable to any trial version of the Software. ALL TRIAL VERSIONS OF THE Software ARE PROVIDED STRICTLY “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND WITH THE DISCLAIMERS SET FORTH BELOW.

9. Free Versions. You may have received the Software as a “free” version. If so, this section also applies to your use of the Software in that status. Any version of the Software designated as a “free” version (in the Software or expressly associated with its Documentation or delivery from PDQ) may be used for free, without any payment to PDQ, but shall be subject to all the other applicable terms and conditions this Agreement. ALL FREE VERSIONS OF THE Software ARE PROVIDED STRICTLY “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND WITH THE DISCLAIMERS SET FORTH BELOW.

10. Library Packages. PDQ may make available to you certain Software that provides instructions for installing, updating, or upgrading certain TPS (herein, “Library Packages”). PDQ reserves the right to decide, in its sole discretion, the versions of any TPS, if any, for which it provides Library Packages, and whether and when, if at all, to provide any updated, upgraded, corrected, or additional Library Packages. ALL Library Packages ARE PROVIDED TO YOU STRICTLY “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND WITH THE DISCLAIMERS SET FORTH BELOW. You represent and warrant that you will legally and timely accept and comply with the applicable end user license agreements for all TPS associated with any Library Packages. You also agree to defend, indemnify, and hold harmless PDQ and its directors, officers, employees, shareholders, agents, contractors, and affiliates from and against any and all claims, actions, causes of action, lawsuits, proceedings, liabilities, losses, fines, costs, expenses (including without limitation attorneys’ fees, court costs, expert witness fees, and other expenses), damages, and remedies of whatever kind or nature (whether based on tort, contract, regulatory, or other laws now or hereafter existing) arising from or otherwise relating to (i) your failure to accept or comply with any third party’s end user license agreement, (ii) your misuse of or failure to timely license any TPS which requires a license, and/or (iii) your use, inability to use, or unsatisfactory use of any Library Packages or TPS associated with the PDQ Software.

11. Software Support and Maintenance. Unless you purchased a license to the Software, this Agreement and your use the Software does not entitle you to receive from PDQ any support or maintenance services for the Software, including without limitation other releases of the Software that correct errors or defects in the Software (except as provided in the Limited Warranty) or that contain enhancements or other Improvements to the Software. Support and maintenance is not guaranteed including as to performance or compatibility, and may not meet your needs or work adequately for you or your system. The fact that PDQ, in its sole discretion, may provide certain support or maintenance services to you without charge, such as resources that may be available without charge on PDQ’s website, shall not be construed as an agreement, understanding, or obligation by PDQ to continue to provide you such resources, or to provide you any other Software support, maintenance, and/or other services. PDQ makes no commitment to continue supporting any or all versions of the Software, and therefore, your right to receive support and maintenance under a paid license for the Software may require that you upgrade or update your license to and for the latest version of the Software, which may include payment of additional fees.

12. Effective Date. This Agreement is effective from earliest date you download, receive, or install the Software, and shall remain in force until terminated as provided in this Agreement.

13. Termination.

a. By You. You may terminate this Agreement at any time only by destroying and permanently erasing all copies of the Software in your possession, use, or control, and certifying to PDQ in writing or by email to sales@PDQ.com that you and your entity have done so, and are thereby terminating this Agreement. This Agreement will only terminate if that certification is true, complete, and accurate.

b. For Breach. Your license to use the Software shall terminate immediately upon the earliest occurrence of any of the following: (a) a breach by you, or your entity, of this Agreement; or (b) any assignment, transfer, publication, or disposition of the Software by you, except as expressly provided herein or as otherwise expressly authorized in writing by PDQ, in its discretion.

c. Partial Termination. By written notice to you or your entity, PDQ may terminate this Agreement, as specified in that notice, with respect to any portion of the Software, including any TPS available for installation through the Software.

d. Effect of Termination. On termination of this Agreement, you agree to destroy and permanently erase all copies of the Software in your possession, use, or control. The following Sections of this Agreement shall survive the termination of this Agreement: Sections 2.c, 3, 4, 5, 7.b, 13.d, 14, and 16.

14. Miscellaneous.

a. Export Restrictions. U.S. export laws, rules, and regulations may apply to the Software. The Software may not be exported, accessed, downloaded, redistributed, or used, even with your entity, in any form in or to any country prohibited by U.S. export laws, rules, or regulations, or to residents or nationals of any such countries. You agree that you will comply with all applicable national and international laws that apply to the Software, including but not limited to U.S. export laws, rules and regulations, now or hereafter existing. By downloading, accessing, installing, and/or otherwise using the Software, you (i) represent and warrant to PDQ that you are not restricted from receiving U.S. products and that you agree to comply with all applicable U.S. export and other laws, rules, and regulations, and all host country import laws, rules, and regulations; (ii) agree that you will not export or re-export the Software, any part thereof, or any process or service that is the direct product of the Software, in violation of any applicable laws or regulations of the U.S. or of the country in which you obtained, install, use, and/or possess the Software; and (iii) you will promptly report any violation of the foregoing to PDQ at sales@PDQ.com and thereafter cooperate with PDQ to resolve the violation.

b. U.S. Government Restricted Rights. The Software is commercial computer software developed at private expense, is published and protected by copyright, and is provided with Restricted Rights (as defined in applicable U.S. regulations). Use, duplication, and/or disclosure by civilian agencies of the U.S. Government shall be governed by the terms and restrictions of this Agreement and FAR §52-227-14 Alternative III(g)(3), as applicable, subject to FAR §52.227.19(c). Use, duplication, and disclosure by agencies of the U.S. Department of Defense shall be governed by the terms and restrictions of this Agreement, as provided in DFARS §227.7202 and other applicable laws and regulations now or hereafter applicable. The Contractor/Licensor is PDQ.com Corporation, P.O. Box 1229, Salt Lake City, UT 84110.

c. Waiver. The failure of or delay by PDQ at any time to enforce performance of this Agreement shall not be construed as a waiver of the right to enforce full or strict performance of this Agreement at any subsequent time. Any waiver of a breach or obligation under this Agreement must be in writing.

d. Rights and Remedies. No right or remedy conferred upon or reserved to PDQ in this Agreement is exclusive of any other right or remedy that may be available at law or in equity, but each such remedy shall be cumulative of every other right or remedy now or hereafter existing.

e. Governing Law; Venue. This Agreement will be governed by the laws of the state of Utah, and shall be deemed to be an agreement made between two parties both resident in Utah, and without giving effect to conflict or choice of law principles. Any litigation regarding this Agreement must be conducted exclusively in a state or federal court of competent jurisdiction within Salt Lake County, Utah, and such court’s appellate courts. You agree to irrevocably submit to the personal jurisdiction and venue of such court(s), and agree and submit to such exclusive jurisdiction and venue. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are excluded from this Agreement and from any transaction relative to this Agreement.

f. Attorney Fees; No Jury. In any action or proceeding with respect to this Agreement, the prevailing party shall be entitled to recover its costs, expenses, and reasonable attorneys’ fees. THE PARTIES HEREBY AGREE THAT NEITHER WILL REQUEST A JURY FOR ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, AND EXPRESSLY WAIVE ANY AND ALL RIGHT TO ANY JURY TRIAL THAT NOW OR HEREAFTER MAY EXIST UNDER STATE, FEDERAL, CONSTITUTIONAL, OR OTHER LAW.

g. Severability. If any provision of this Agreement is invalid under applicable law, such provision shall be limited, narrowed, or construed as necessary to the extent necessary to make it valid. If necessary, the invalid provision shall be eliminated from this Agreement with the remainder of this Agreement in full force and effect.

h. Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and PDQ, and supersedes all prior communications, proposals, representations, and/or agreements, whether written or oral, express or implied, with respect to the Software or any other subject matter covered by this Agreement. This Agreement may not be modified or terminated orally, and no modification shall be valid unless it is made in writing, signed by a duly authorized representative of the party to be charged thereby. NO SALESPERSON, SUPPORT PERSON, OR ANY OTHER EMPLOYEE OF PDQ IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE WITH RESPECT TO THE SOFTWARE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THE REPRESENTATIONS, PROMISES, AND THE LIMITED WARRANTY THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. ONLY A DULY-AUTHORIZED OFFICER OF PDQ HAS AUTHORITY TO MODIFY THIS AGREEMENT AND ONLY IN A PAPER WRITING DULY EXECUTED (AND NOT MERELY IN AN EMAIL). ANY MODIFICATION MUST REFER TO THIS AGREEMENT AND THE SPECIFIC PROVISION TO BE MODIFIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISION, ANY STATEMENTS MADE IN FORUM POSTS OR IN SUPPORT EMAILS, BY WHOMEVER MADE, SHALL NOT MODIFY OR WAIVE ANY PROVISION OF THIS AGREEMENT.

i. Transfer or Assignment. Your license right in any Software may not be sold, assigned, licensed, or otherwise transferred to any other party, by operation of law, or otherwise, without the prior express written consent of PDQ. PDQ may assign this Agreement without notice to you at any time to any person who acquires substantially all of PDQ’s business assets relative to the Software or service, who will assume PDQ’s rights and obligations under this Agreement.

j. Interpretation. Section and other headings in this Agreement are for convenience of reference only and shall not affect interpretation of this Agreement. Whenever the context reasonably permits, the singular shall include the plural, the plural shall include the singular, and the whole shall include any part thereof.

k. Relationship. You and PDQ are independent contractors. You are not a partner, joint venturer, franchisee, or representative of PDQ. Neither you nor PDQ have any authority to make any representation or to incur any obligation or liability on behalf of the other party to this Agreement, or to make any representation inconsistent with this section. There are no intended third party beneficiaries of this Agreement, except as expressly stated herein.

l. English Language. This Agreement is written in and governed by the English language. If there is any conflict between the English language version of the Agreement and any translation of it, this English language version shall control.

15. Limited Warranty. PDQ warrants to you that for a period of 90 calendar days from the earlier of the date you first download, receive, or install the Software (or for Improvements, for 90 calendar days from the date you first receive or download the Improvement, whichever is earlier) that the Software, when properly installed and used in compliance with this Agreement and the Documentation, shall operate on compatible equipment and operating system software, substantially in accordance with the specifications set forth in the Documentation (the “Limited Warranty”). This Limited Warranty is contingent upon your compliance with this Agreement, and promptly notifying PDQ in writing of any and all errors and non-conformities within the 90 days warranty period. Changes made to any Software during the warranty period for the purpose of error correction shall not cause the warranty period to be extended. THE Limited Warranty DOES NOT APPLY TO ANY TRIAL VERSIONS OR FREE VERSIONS OF THE Software.

16. Disclaimers and Limitations of All Liabilities.

a. Damage To Other Hardware/Software Excluded. THE Limited Warranty DOES NOT COVER DAMAGE TO THE PDQ Software, OR TO YOUR SOFTWARE OR ANY TPS OR EQUIPMENT, CAUSED BY POWER SPIKES, OUTAGES, OR VARIATIONS, OR ANY OTHER HARMFUL ENVIRONMENTAL OR OPERATING CONDITIONS, ACTS OF GOD, TERRORISM, SABOTAGE, USER ERROR, THIRD PARTY DEVICES, CONFIGURATION CHANGES NOT CONTEMPLATED OR COMPLETED BY OR UNDER THE EXPRESS DIRECTION OF PDQ, OR YOUR ABUSE, NEGLECT, AND/OR NEGLIGENCE. THE Limited Warranty DOES NOT EXTEND TO SOFTWARE VIRUSES, MALWARE, CORRUPTED SOFTWARE, OR DATA. THE Limited Warranty IS NULL AND VOID IF ANY ATTEMPT IS MADE TO MODIFY THE PDQ Software BY ANYONE OTHER THAN PDQ OR PERSON(S) ACTING UNDER THE EXPRESS DIRECTION OF PDQ.

b. TPS; Library Packages. THE Limited Warranty DOES NOT COVER ANY TPS, LIBRARY PACKAGE THAT MAY BE PROVIDED TO YOU BY PDQ OR THAT MAY BE REFERENCED BY ANY PDQ Software. SIMILARLY, THE Limited Warranty DOES NOT COVER ANY DAMAGE THAT MAY BE CAUSED TO YOU, YOUR EQUIPMENT, YOUR SOFTWARE, YOUR EMPLOYEES OR PERSONNEL, OR OTHERS, OR CAUSED BY ANY TPS, LIBRARY PACKAGE, ALL OF WHICH ARE PROVIDED “AS IS” WITH ALL FAULTS, AND WITHOUT WARRANTY, EXPRESS OR IMPLIED.

c. Compatibility with Other Hardware/Software. THE PDQ Software IS ONLY COMPATIBLE WITH CERTAIN HARDWARE AND OPERATING SYSTEMS. THE Limited Warranty DOES NOT APPLY TO NON-COMPATIBLE HARDWARE OR OPERATING SYSTEMS. CONTACT PDQ FOR COMPATIBILITY INFORMATION. PDQ DOES NOT GUARANTEE THAT ITS COMPATIBILITY RECOMMENDATIONS OR SPECIFICATIONS WILL MEAN YOUR HARDWARE OR SOFTWARE, OR SYSTEM, IS COMPATIBLE. PDQ MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE COMPATIBILITY OF ANY TPS OR HARDWARE. PUBLISHED SPECIFICATIONS FOR THE PDQ Software MAY BE CHANGED BY PDQ AT ANY TIME, IN ITS SOLE DISCRETION, AND MAY CONSTITUTE A CHANGE IN SPECIFICATIONS FOR PURPOSES OF THE Limited Warranty. IT IS YOUR RESPONSIBILITY TO LEARN OF SUCH CHANGES AND UPDATES FROM PDQ’S WEBSITE OR OTHER INFORMATION.

d. Software Not Designed For Fail-Safe Performance. THE PDQ Software IS NOT DESIGNED TO BE FAULT TOLERANT. THE PDQ Software IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE WITH ON-LINE CONTROL EQUIPMENT IN HAZARDOUS OR MISSION CRITICAL ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT CONTROL OR NAVIGATION, COMMUNICATION SYSTEMS, CONTROL SYSTEMS, DIRECT LIFE SUPPORT SYSTEMS, WEAPONS OR SAFETY SYSTEMS, OR OTHER USES IN WHICH FAILURE OF THE PDQ Software OR ANY TPS COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, EMOTIONAL, MENTAL, OR ENVIRONMENTAL DAMAGE, OR SIGNIFICANT FINANCIAL OR OTHER LOSS. PDQ DISCLAIMS ALL LIABILITY FOR ANY DEATH, INJURY, OR DAMAGE RESULTING FROM ANY SUCH USE OF ANY PDQ Software AND TPS.

e. Your Back Up Obligations. IT IS YOUR RESPONSIBILITY, PRIOR TO INSTALLING OR CONFIGURING ANY PDQ Software, INSTALLING OR CONFIGURING ANY UPDATES OR UPGRADES TO SUCH SOFTWARE, OR RECEIVING ANY SUPPORT, MAINTENANCE, OR OTHER SERVICES FROM PDQ, REGARDLESS OF WHETHER YOU HAVE PAID PDQ ANY LICENSE, SUPPORT, MAINTENANCE, OR OTHER FEE, TO BACK UP THE CONTENTS OF ALL OF YOUR HARD DRIVES AND OTHER ELECTRONIC STORAGE DEVICES FOR ALL COMPUTING SYSTEMS ON OR WITH RESPECT TO WHICH THE PDQ Software IS USED, INCLUDING WITHOUT LIMITATION ANY DATA, YOUR OTHER SOFTWARE OR TPS, SETTINGS, AND OTHER INFORMATION STORED OR INSTALLED THEREON. PDQ SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU, YOUR ENTITY, OR ANY OTHER PERSON FOR (i) ANY DAMAGE TO OR LOSS OF ANY OF YOUR SOFTWARE OR TPS, DATA, OR OTHER INFORMATION STORED ON ANY HARD DRIVE OR OTHER DATA OR MEMORY STORAGE DEVICE, OR (ii) ANY DIRECT, GENERAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR OTHER DAMAGES RESULTING THEREFROM, EVEN IF PDQ IS ADVISED OF THE POSSIBILITY THEREOF. YOU ASSUME ALL RISK OF LOSS AND DAMAGES ASSOCIATED THEREWITH. ANY OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF ANY PDQ SERVICES IS AT YOUR DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, ANY LOSS OF DATA, AND ANY OTHER LOSS OR DAMAGE THAT RESULTS THEREFROM, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM COMPUTER VIRUSES, MALWARE, AND OTHER MALICIOUS COMPUTER CODE OR MATERIALS.

f. Disclaimer of Implied and Other Warranties. PDQ MAKES NO WARRANTY, PROMISE, OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THE Limited Warranty. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN, PDQ PROVIDES THE PDQ Software AND ANY AND ALL SUPPORT, MAINTENANCE, AND OTHER SERVICES TO YOU WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ANY AND ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES (IF ANY) OF MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTY RIGHTS, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, WORKMANLIKE EFFORT, LACK OF VIRUSES AND MALWARE, AND LACK OF NEGLIGENCE, AND ALL OTHER STATUTORY AND OTHER WARRANTIES OF OR IMPLIED BY LAW THAT ARE INCAPABLE OF EXCLUSION, RESTRICTION, MODIFICATION, OR DISCLAIMER. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, OR QUIET POSSESSION. THE TERMS OF ANY WARRANTIES THAT BY LAW CANNOT BE DISCLAIMED BY THE FOREGOING ARE LIMITED TO 90 DAYS, OR THE SHORTEST PERIOD PERMITTED BY LAW IF LESS TIME IS POSSIBLE OR IF A LONGER TIME IS REQUIRED.

g. Limitations on Type and Amount of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PDQ BE LIABLE TO YOU OR YOUR ENTITY, OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU, FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), NEGLIGENT MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF OR BY PDQ, AND EVEN IF PDQ HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION MEANS, FOR EXAMPLE, THAT PDQ INTENDS NOT TO BE RESPONSIBLE FOR ANYTHING OTHER THAN ITS Limited Warranty, AND IS NOT RESPONSIBLE OR LIABLE FOR DAMAGES OR COSTS INCURRED BY YOU, YOUR ENTITY, OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU, FOR ANY LOSS OF RESOURCES, TIME, DATA, INCOME, OR USE OF THE PDQ Software, OR FOR DAMAGES TO, CAUSED BY, OR AS A RESULT OF DAMAGE TO, ANY DEVICE CONTROLLING, CONTROLLED, OR OTHERWISE AFFECTED BY THE PDQ Software. IN ADDITION, PDQ IS NOT RESPONSIBLE OR LIABLE FOR DAMAGES OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE SOFTWARE, IF ANY, INCONVENIENCE, OR SIMILAR DAMAGES OR COSTS. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS IN THIS AGREEMENT, IN NO EVENT SHALL PDQ’S LIABILITY FOR ANY DAMAGES TO YOU, YOUR ENTITY, OR ANY OTHER PERSON OR ENTITY, EXCEED THE FEES RECEIVED BY PDQ FOR THE LICENSE TO USE THE SOFTWARE, OR THE AMOUNT RECEIVED BY PDQ FOR THE SERVICES, AS THE CASE MAY BE, REGARDLESS OF THE FORM OF THE CLAIM OR THE THEORY OF LIABILITY, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE.

h. Allocation of Risk. YOUR SOLE AND EXCLUSIVE REMEDIES ARE SET FORTH IN THIS AGREEMENT, AND IN THE Limited Warranty, WHICH DEFINES THE AGREED-UPON ALLOCATION OF RISKS AND WHICH ALLOCATION WAS REFLECTED IN THE FEES (IF ANY) THAT PDQ CHARGES. ALL OF THE FOREGOING LIMITATIONS, DISCLAIMERS, AND EXCLUSIONS CONTAINED IN THIS AGREEMENT OR THE Limited Warranty SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF OR IN ITS ESSENTIAL PURPOSE.

PDQ.com is a trademark of PDQ.com Corporation. All other product and company names are the property of their respective owners.

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