the Quantum Cloud software license agreement

Thank you for entrusting your business to CIMx. We appreciate your trust in our team to deliver for your shop. This Agreement should have everything you need to know about our Software (the application, files and database structure), also called a License (Licenses), and how we track and keep it.

definitions

• You, Your, Yours – the company that is purchasing a right to use Quantum.
• Our, We – CIMx Software.
• User, Users – a unique individual that accesses Quantum.
• License Agreement – this document and any edits that are incorporated through an addendum that is attached and signed in the original purchase package.
• Software – the application files, database and all related materials that we provide to you or that you access through a login with username and password.
• Services – work that the CIMx team does for you, including training, consultation, development and delivery work.
• License, Licenses – a single database of Quantum accessed through a key and credentials.
• Quantum – the particular Software covered by this License Agreement.
• Annual License and Support, ALS, Licensing, Support – the contract that governs your right to use Quantum for an agreed-upon period of time at our then-current price, or a pre-negotiated price as part of the original purchase of the Software.
• Purchase Order, PO – a document provided by Your company to allow us to bill you an agreed amount for Software and services.

1.0 the software

Use of our Software is provided to You for Your use alone; it remains the copyrighted and proprietary property of CIMx and no title to or ownership in the Software is transferred to You or any other party through use of or payment for the Licenses.

You may not transfer, share, rent or distribute it to any organization or anyone without Our express, written authorization, which must be obtained in advance and signed by the legal representative of CIMx noted in Section ###. Everyone who accesses the Software must have a valid license to do so; Users may share a device with a single shared login (this will not track their individual actions), but no two Users may log in with a single set of personal credentials. You also may not archive and re-activate Users to manage the License count to less than You require.

The License Key provides a login into the Quantum database for each User and We may conduct a License review to ensure compliance at any time with 4 hours' notice; however, We may not unduly burden You with requests for review. It is Your role to track compliance and prevent a culture that shares Licenses to maintain costs.

2.o annual licensing and support

We issue Annual License and Support renewals for 12-month periods, except for the conclusion of the first year at which time we will provide a contract that terminates at the nearest December 31st but in no event less than 3 months. You may request a longer term. With a signed contract and a Purchase Order for a total of the , and we do provide multi-year contract incentives; an addendum will be added to this Agreement to address the terms of that contract. Statements are issued no less than 90 days from the expiration of the current term. We issue new license keys at the receipt of payment, so please plan time for payment to arrive to continue use of Quantum uninterrupted. There is a fee to reinstate a License Key so it’s best to ensure that bill is paid timely. ALS fees are not refundable. Support offerings may change from year to year, but ALS always includes a License Key for the term, the rights for You to use the Software, all new releases or patches of the Software and telephone and web-conference help sessions for Software issues.

3.0 trained active user base

We include training services with new Licenses and annual refresher training sessions in your ALS. You may choose to have this session in-person by paying for the time and travel expenses of the trainer.

4.0 orders and payments

Our pricing is built on net-30 days terms and we accept payment through check and wire transfer in U.S. dollars. All Services have a testing period of 10 business days after delivery after which the work is complete and payment for the work will be due. Any additional testing time you require must be included in the proposal for that work provided by CIMx, so if You need extra time, be sure to ask for it in advance so it can be built into the calendar.

5.0 termination

You may terminate use of the Software at any time, but You are still bound by the terms of this Agreement. If You wish to keep the data you currently have in Quantum after termination, we will provide you with a proposal to export it from the cloud to a file, another platform or database. This work is billed separately from Support services and must be completed while the Software is still licensed.

If You or one of Your Users causes harm to CIMx, Our reputation, Software, employee(s) or partner(s) intentionally or otherwise, CIMx may require You to resolve the situation or terminate Your use of the Software, by CIMx’ choice and You agree to comply within no more than 10 days, including surrender of the Software itself.

If We request or require You to stop use of the Licenses because Licenses were shared even after warning You of the consequences, we may charge You a fee of up to $7,500 to reinstate Licenses and continue use of the Software. Any outstanding invoices become immediately due and payable, including any bills for work that was being done at the time of termination and not yet invoiced. All payments to move terminated data will be due and paid in advance of the completion of the work.

6.0 attorneys and arbitration

By signing this Agreement, You give CIMx the right to protect Our intellectual property, copyrights, and trademarks, including and especially in relation to the Software. Both You and CIMx agree to use a panel of three independent arbitrators for any disputes arising out of the Agreement other than as specifically listed herein. Any judgment that is rendered by a competent court, attorney, or arbitrator in favor of CIMx is enforceable and no limit can be placed on the damage that might be caused by compromising these valuable tools and properties of CIMx.

If You were to bring legal action against CIMx, You agree to use a panel of three independent arbitrators; you also agree that the amount of judgment sought or rendered must be less than the total amount paid by You to CIMx for the last two years of Support. If CIMx must use an attorney or outside agency to collect monies due, You agree that all fees incurred by CIMx for this will be due and paid by You within 45 days of presentation of the related invoices by CIMx to You; this fees will include a 5% fee over and above the bills for CIMx’ time. You also agree to pay a fee of 10% of an invoice’s original billing amount on the 31 day and each 30 days thereafter until the invoice is paid in full for any invoice that is billed correctly to a line item on a Purchase Order and unpaid with a minimum fee of $500 per invoice.

7.0 guarantees and warranties

CIMx warrants its right to license the Software. CIMx does not warrant that the Software will meet Your needs or be error-free but CIMx will work diligently to fix any material variance between the functioning of the Software and the documentation that renders the Software unusable. CIMx disclaims all other warranties of any kind, express or implied, including without limitation, warranties of merchantability or fitness for a particular purpose.

8.0 Limitation of Liability

Any liability by CIMx terminates six months following the date that the specific service giving rise to the claim was delivered and in no event shall CIMx be liable for any indirect, special, consequential, incidental or penal damages including, but not limited to, loss of data or profits or revenues, loss of use of the Software or any associated equipment, damage to associated equipment, cost of capital, cost of substitute software(s) or claims for such damage even if You have advised CIMx of the possibility of such damages. The invalidity, in whole or part, of any of the foregoing paragraphs will not affect the remainder of such paragraph or any other paragraph in this Agreement.

9.0 Entire Agreement and Modification

This Agreement wholly governs the licensing of the Software. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless expressly signed, in writing, by CIMx. Purchase Order terms that conflict with this Agreement are void; this Agreement is the primary governing document between You and CIMx. This Agreement shall be binding and inure to the benefit of the parties, their respective permitted successors, and assigns.

10.0 Applicable Law

This Agreement shall be governed and construed in accordance with the laws of the State of Ohio.

11.0 Force Majeure

If the performance of this Agreement or any obligation hereunder is prevented, restricted or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, inability to procure raw materials, equipment, power, or supplies, war or other violence, any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency or inter-governmental body, or any other act or condition whatsoever beyond the reasonable control of CIMx, CIMx shall be excused from such performance to the extent of such prevention, restriction or interference, provided that CIMx shall use reasonable efforts under the circumstances to avoid or removed such causes of non-performance and shall continue performance hereunder with the utmost dispatch whenever such causes of non-performance are removed.

12.0 Indemnity

If notified promptly in writing by You and given complete authority, information, and assistance, CIMx will defend, or may settle (at CIMx’ option) any suit or proceeding brought against You based upon a claim that the use of Software in accordance with this Agreement constitutes infringement of any United States patent, copyright, or trade secret. CIMx will pay damages and costs awarded to any suit or proceeding provided You do not by any act (including any admission or acknowledgment) materially impair or compromise the defense of such suit or proceeding.

If in such suit or proceeding the Software is held to constitute infringement and its use is enjoined, CIMx will, at its own expense and option, either procure the right for continued use thereof or replace or modify the same so that it becomes non-infringing or accept return of Software and refund the unused portion of the then-current Support term fees paid by You hereunder.

The foregoing states the entire liability of CIMx with respect to patent, trade secret or copyright infringement. The foregoing indemnity shall not apply to any claim or infringement arising from Your modification of the Software, unauthorized use, or from the use thereof with other programs or equipment not supplied by CIMx. As to any such use, CIMx assumes no liability whatsoever.

13.0 Notices

All notices, reports and other communications made with respect to this Agreement may be done in writing to the address on the most recent interaction between Your company and CIMx. For CIMx, this will be the address on the most recent proposal we have sent. For You, it is the address from Your most recent Purchase Order. Communication may also be done digitally to the primary contact from CIMx or on Your account, but an explicit notice of electronic receipt must be given by the recipient to the sender for digital transmission to be confirmed.

14.0 Export Control

You agree that no use of the Software will be made which is not in compliance with the export control laws and regulations of the United States of America. This does not in any way enlarge the scope of Your rights as provided with respect to the Software. You agree that You will abide by and make Yourself subject to the rules, regulations, and laws of the United States of America with regard to export controls and specifically the Department of Commerce, Department of Export Controls and to such other agencies of the United States Government that control exports and agree to cooperate with and be bound by such export control laws, rules and regulations as may be issued from time to time.