IMPORTANT – READ CAREFULLY: THIS IS A LEGAL AGREEMENT BETWEEN YOU AS EITHER AN INDIVIDUAL OR SINGLE LICENSED ENTITY (“YOU”, “YOUR”) AND MINITAB, LLC (“US”, OUR”, “WE” OR “MINITAB”) GOVERNING THE USE OF THE SOFTWARE PRODUCT IDENTIFIED ABOVE (“SOFTWARE”).
MINITAB WILL LICENSE THE SOFTWARE TO YOU ONLY UPON CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT (“AGREEMENT”). IF YOU INSTALL, COPY, ACTIVATE OR OTHERWISE USE THIS SOFTWARE, YOU AGREE TO BE BOUND BY ALL THE TERMS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, ACTIVATE OR USE THE SOFTWARE.
BY INSTALLING AND/OR USING THE SOFTWARE, YOU AGREE THAT THIS AGREEMENT APPLIES TO YOU; AND IF THE SOFTWARE IS ACQUIRED, INSTALLED AND/OR USED ON BEHALF OF ANY OTHER PERSON OR LICENSED ENTITY (FOR EXAMPLE, YOUR EMPLOYER), YOU AFFIRM THAT YOU HAVE BEEN AUTHORIZED BY SUCH PERSON OR LICENSED ENTITY TO ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ON THEIR BEHALF.
YOU HAVE PURCHASED AND/OR OBTAINED ONLY A LICENSE TO USE THIS SOFTWARE IN ACCORDANCE WITH THE APPLICABLE TERMS CONTAINED IN THIS AGREEMENT. YOU DO NOT OWN THIS SOFTWARE. YOU DO NOT HAVE, ACQUIRE OR OBTAIN ANY OWNERSHIP, PROPERTY RIGHTS OR TANGIBLE INTEREST IN THIS SOFTWARE. YOU DO NOT HAVE, ACQUIRE OR OBTAIN ANY RIGHTS TO SELL OR RESELL THIS SOFTWARE.
The terms of this License Agreement do not apply if (i) this Software has been furnished to You pursuant to a separate, written license agreement executed by You and Minitab, or (ii) You are only installing a renewal, update, upgrade, or new release, of this Software in full compliance with a prior existing License Agreement.
The type of license You have subject to this Agreement (for “Single-User” or “Multi-User") is listed in the purchase confirmation, receipt, and/or on the invoice You received from Us.
A. Terms and Conditions Applicable to Single-User Licenses
A.1 Based on the type of Single-User License You have purchased subject to this Agreement, You are granted a non-exclusive, personal, limited license to use this Software subject to the terms, payment of fees, conditions, restrictions and limitations contained herein:
A.2 This Software may be loaded on only one computer for use by only one specific licensed user, unless otherwise agreed to by Minitab. If the computer on which this Software is loaded is attached to a network, this Software must not be accessible by any other user on such network.
A.3 The Software is designed for use with the operating system selected upon download. Single-user licenses may not be installed or used in a virtualized environment in order to, or in a manner that, circumvents the single user license type as specified in Sections A.1 and A.2 herein. Not all virtualization methods may be supported. The use of licenses with virtualized environments will be at the Licensee’s own risk.
B. Terms and Conditions Applicable to Multi-User
B.1 Based on the type of license You have purchased subject to this Agreement, You are granted a non-exclusive, personal, limited license to use this Software subject to the terms, payment of fees, conditions, restrictions and limitations contained herein:
B.2 The license fee You pay as set forth on any invoice You receive from Us regarding this Software, governs the maximum number of licensed simultaneous users permitted.
B.3 The Software is designed for use with the operating system selected upon download. Multi-user licenses may be capable of being used in some virtualized environments, but not all virtualization methods may be supported. The use of licenses with virtualized environments will be at the Licensee’s own risk.
C. Terms and Conditions Applicable to Both Single-User and
C.1 This Software is protected by copyright, trademark, and other Minitab and third-party intellectual property rights. Your rights to use the Software are only as specified in this Agreement, and We reserve all rights not expressly granted to You in this Agreement. Nothing in this Agreement constitutes a waiver of Our rights under U.S. or international copyright laws or any other international, federal, or state law.
C.2 This Agreement authorizes You to use the Software only on a computer owned, leased, or otherwise controlled by You.
C.3 Minitab provides You, at no additional charge, reasonable amounts of technical support in accordance with Our published
Support Policy for so long as this current Software release is widely distributed as determined by Minitab, and for one (1) year thereafter. This includes software maintenance updates as they become available, and if applicable, product activation requests.
C.4 You may make a single copy of the Software for each licensed user for archival and back-up purposes, only. Each copy of the Software You make shall retain the Minitab copyright notice in electronic form and each physical CD-ROM containing the Software shall have a label affixed externally on the media with
the following notice: “© (applicable year), Minitab, LLC. All rights reserved.” showing the copyright year appropriate to each release/version of the Software that You copy. If We notify You in writing of any copyright changes, You shall make changes in such notices at the earliest practical opportunity.
C.5 You may not disassemble, decompile, or reverse engineer this Software or otherwise attempt to recreate this Software or any functionality or capability of this Software, except to the extent applicable laws specifically prohibit such restriction.
C.6 You understand and agree regarding Your privacy and data content that:
C.7 The Software contains a routine designed to disable the Software automatically for:
C.8 Along with this Software, You have been provided an option to use the Software Update Manager. By choosing not to use the Software Update Manager on Your computer or those of Your end-users, You understand and agree that You take full legal responsibility and waive any recourse against Us for the non-delivery
of information which could include critical updates, bug fixes, and/or notifications of problems or errors. We recommend that if You do not accept this service for Your end users, You install the Software Update Manager on at least one regularly monitored computer, so that You can continue to receive such
C.9 We have obtained all appropriate licenses for any third party software which may be distributed with or included in the Software.
C.10 This Agreement and Software license may not be resold, assigned or otherwise transferred to another person or entity without Our written permission.
C.11 If You elect to terminate Your use of the Software:
C.12 Minitab may terminate this Agreement and Your Software license for any material breach of this Agreement by You. Upon such termination:
C.13 It is expressly understood that in addition to any other remedies available to Us, if this Agreement is breached in any fashion that would cause immediate irreparable harm to Us, We shall be allowed to seek immediate injunctive relief as We would have no adequate remedy at law through monetary
damages. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its costs and reasonable expenses including attorney’s fees.
C.14 You may not knowingly accept this Agreement or use this Software if doing so would be in violation of any current U.S. embargo, sanction, law, or regulation. You may not knowingly transmit or ship, directly or indirectly, this Software to any Country, entity or individual or foreign national of any country, prohibited by any current U.S. embargo, sanction, law, or regulation. This Software may not be exported without the appropriate export license as may be applicable.
C.15 All license fees are exclusive of any tariffs, duties, or taxes imposed or levied by any government or governmental agency.
C.16 You agree to keep accurate written records sufficient to provide auditable verification that Your use of Our Software is in compliance with the terms and conditions of this Agreement. We, or Our specifically designated representatives, have the right to verify Your compliance with this Agreement, at Our expense, during the term of this Agreement and for a period of one (1) year thereafter. Verification will take place upon reasonable notice during normal business hours and in a manner that does not interfere unreasonably with Your operations. If verification reveals unlicensed use of Our Software, You must promptly order sufficient licenses at Our then-current pricing to permit the usage disclosed. If material unlicensed use is found (license shortage of 5% or more), You must reimburse Us for the costs We have incurred in verification and acquire the necessary additional licenses within thirty (30) days. If We undertake such verification and do not find material unlicensed use of Our Software, We will not undertake another verification of the same Licensed Entity for at least one (1) year. We will use the information obtained in compliance verification only to enforce Our rights and to determine whether You are in compliance with the applicable terms of this Agreement.
C.17 Governmental use, duplication, or disclosure of this Software is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 et seq. and DFARS 252.227-7015, and subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable, and other similar clauses as may be applicable. Manufacturer/Contractor/Licensor is: Minitab, LLC, Quality Plaza, 1829 Pine Hall Road, State College, Pennsylvania 16801, USA.
C.18 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, USA, expressly excluding the application of conflicts of law’s provisions. Venue shall be in the state courts, or if applicable due to subject matter the federal courts, located in the Commonwealth of Pennsylvania, USA. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect the remainder of this Agreement, and this Agreement shall continue in force and effect to the full extent allowed by law.
C.19 In the absence of a separate, written license agreement, this Agreement shall control over any additional or conflicting terms contained in a purchase order for the Software submitted by You, or contained in any Terms and Conditions submitted by You, and such additional or conflicting terms are expressly rejected unless they have been specifically accepted and agreed to in writing by Minitab or its subsidiaries.
C.20 We reserve the right to modify the terms of this Agreement at any time when necessary to account for legal or mandatory evolutions of applicable laws and regulations and We will use reasonable efforts to notify You in advance when We do. Your continued use of the Software after Your receipt of Our notification regarding such modifications shall constitute Your acceptance of the modified terms of this Agreement.
Minitab warrants that We have the right to grant You this license to use Our Software and, provided You are in compliance with the terms of this Agreement, Minitab shall defend or settle at Our expense any third party claim brought against You alleging that Our Software infringes such third-party’s copyright, patent or other intellectual property right; provided that You immediately notify Us of such claim, allow Us to control the defense, litigation or settlement of such claim, and cooperate with Us in the investigation, defense, and/or settlement of such claim. This Indemnification does not extend to any claim of infringement resulting from Your unauthorized modification of Our Software or from use or incorporation of Our Software in any manner for which it is not designed or permitted.
We warrant that the functions contained in Our Software will operate in accordance with its published documentation and without substantial program errors, but We do not warrant that the functions contained in Our Software will meet Your requirements or will operate without interruption or error, or that all defects will be corrected. Except for Our obligations regarding Indemnification, Our entire liability, and Your exclusive remedy for the breach of this Limited Warranty, shall at Our option either be (i) replacement of Our Software with a reasonable alternative, or (ii) the refund of the license fees paid by You for Your use of Our Software within the last twelve months. This Limited Warranty does not extend to any claim resulting from Your unauthorized modification of Our Software or from use or incorporation of Our Software in any manner for which it is not designed or permitted.
EXCEPT FOR OUR OBLIGATION OF INDEMNIFICATION AND THE LIMITED WARRANTY SET FORTH ABOVE, THIS SOFTWARE IS PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND. THE LIMITED WARRANTY CONTAINED IN THIS AGREEMENT IS IN LIEU OF ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING AS A RESULT OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BECOME LIABLE TO THE OTHER, OR TO ANY OTHER PARTY, FOR ANY LOSS OR DAMAGES, WHETHER INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, INCIDENTAL OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THIS SOFTWARE, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF TIME, MONEY, DATA OR GOODWILL, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
[Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitation may not apply to you.]