License Agreement For Minitab® Statistical Software

IMPORTANT - READ CAREFULLY PRIOR TO INSTALLING THIS SOFTWARE ON YOUR COMPUTER: This is a legal agreement between "You" (either an individual or single legal entity) and Minitab Inc. governing the use of the software product identified above ("Software"). By clicking the "YES" button, You agree to the terms of this License Agreement. By clicking the "NO" button, You do not agree to the terms of this License Agreement; are prohibited from installing this Software on Your computer; and will within 30 days from purchase receive an applicable refund in accordance with Our refund policy if You return the Software package to the place of purchase, or contact Minitab Inc. if You purchased this Software license over the Internet directly from Us.

YOU HAVE PURCHASED AND/OR PAID FOR A LICENSE TO USE THE SOFTWARE ONLY IN ACCORDANCE WITH THE APPLICABLE TERMS AND CONDITIONS HEREIN. YOU DO NOT OWN THE SOFTWARE AND YOU DO NOT HAVE ANY PROPERTY RIGHTS OR TANGIBLE INTEREST IN THE SOFTWARE.

The type of license offered You by this Agreement (for "Single-Use" or "Multi-Use") is listed on the outside of the Software package, the CD, and/or on the invoice You received from Us.

A. Terms and Conditions Applicable to Single-User Licenses

You are granted a license to use this Software in perpetuity, subject to the terms, fees, conditions, restrictions, and limitations contained herein and on the applicable Minitab Price List.
This Software may be loaded on only one computer and used by only one user at a time. 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.
Minitab Inc. will provide to You, at no additional charge, reasonable amounts of technical support, routine maintenance and all program updates as they become available for so long as this current Software version is widely distributed by Minitab Inc., and for one (1) year thereafter.

B. Terms and Conditions Applicable to Multi-User Licenses

You are granted a license to use this Software for either: (i) period of one (1) year if You have purchased an Annual Multi-User License; or, (ii) in perpetuity if You have purchased a Perpetual Multi-User License; each of which is subject to the terms, fees, conditions, restrictions and limitations contained herein and on the applicable Minitab Price List.
The license fee You pay according to Our then-current Price List, or as set forth on any invoice You receive from Us regarding this Software, governs the maximum number of licensed simultaneous users permitted to use this Software. The maximum number of licensed simultaneous users of the Software may be increased during the term(s) of this license by paying additional user fees for the time remaining in Your then-current license term.
The Annual Multi-User license may be renewed for additional one-year terms by paying the then-current annual license fee for the current maximum number of licensed simultaneous users of the Software. This Software will cease to function after a period of one (1) year and You will not receive the renewal activation code unless You pay Us (or provide a written purchase order or other written or electronic confirmation of Your intent to renew and pay) the then-current annual license fee. All terms and conditions of this License Agreement will apply during the renewal term(s).
The following restrictions apply to Your use and running of the Minitab Automation and MyMenu Type Libraries ("MTBAuto Capability"):
1. MTBAuto Capability may only be used for the processing and distribution to You and Your employees of: (i) Your data, and (ii) any third-party data You have a right to process and distribute.
2. The maximum number of users permitted to use the MTBAuto Capability shall be either, (i) three (3) times the number of users permitted to use this Software as determined in accordance with section B.2, above, or, (ii) the total number of Your employees, whichever is lower.
3. You may not provide or otherwise make the MTBAuto Capability, or any portions thereof, available in any form to any third party without prior written approval from Us.
4. You may configure the MTBAuto Capability using only the menus, options and tools provided for such purposes and contained in Our Software.
5. You may not use the MTBAuto Capability to develop any commercially resalable product that is generally competitive with Our Software.
6. The MTBAuto Capability may not be installed on or used on any type of server that allows access to the Software via a public network or the Internet without the use of a password-protected secure portal ("Prohibited Server"), unless permission to do so has been granted through the establishment of a separate license agreement with Us.
Minitab Inc. will provide to You, at no additional charge, reasonable amounts of technical support, routine maintenance and all program updates as they become available for so long as this current Software version is widely distributed by Minitab Inc., and for one (1) year thereafter.
For Annual Multi-User Licenses, Minitab Inc. will also provide to You, at no additional charge, new releases of the Software if and when they become available during the term(s) of the license so long as You are in compliance with sections B.2 and/or B.3 above, subject to reasonable additional terms which may be necessary to address any new and/or added functionality in the operation of the Software.

C. Terms and Conditions Applicable to Both Single-User and Multi-User Licenses

This Software is protected by copyright, trademark and other Minitab intellectual property rights. Your rights to use the Software are 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 or trademark laws or any other international, federal or state law.
This Agreement authorizes You to use the Software only on a computer owned or leased by You. Use of the Software on a computer owned by a third party is prohibited. Installation of this Software on a server that allows access to the Software via a public network or the Internet without the use of a password-protected secure portal is prohibited.
You may make copies of the Software for each licensed user and for archival and back-up purposes only.
You may not disassemble, de-compile, 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.
This Agreement and Software license may not be resold, assigned or otherwise transferred to another person or entity without Our written permission.
Minitab Inc. may terminate this license for any material breach by You. Upon termination, You agree to immediately stop using, and to destroy all copies of, the Software licensed hereunder.
Should You elect to terminate Your use of the Software, You will not be entitled to a refund of any portion of the license fee.
You may not knowingly accept this License Agreement or use this Software if doing so would be in violation of any current U.S. embargo as listed with the United States Office of Foreign Assets Control. You may not knowingly transmit or ship, directly or indirectly, this Software to any Country, entity or individual prohibited by U.S export law, or in violation of any then-current U.S. embargo as listed with the United States Office of Foreign Assets Control. This Software may not be exported without the appropriate export license.
All license fees are exclusive of any tariffs, duties, or taxes imposed or levied by a government or governmental agency.
Governmental use, duplication, or disclosure of this Software is subject to restrictions as set forth in FAR 52.227-19 Commercial Computer Software - Restricted Rights and this License Agreement. Contractor/Licensor is: Minitab Inc., Quality Plaza, 1829 Pine Hall Road, State College, Pennsylvania 16801, USA.
This Agreement will be governed under the laws of the Commonwealth of Pennsylvania, USA. We and You hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this License Agreement.
Any conflicting terms contained in a purchase order for the Software submitted by You which has not been accepted and agreed to in writing by Minitab Inc. are expressly rejected.
The terms of this License Agreement do not apply if this Software has been furnished to You pursuant to a separate, written license agreement executed by You and Minitab Inc.

INDEMNIFICATION

Minitab Inc. warrants that We have the right to grant You this License to use this Software and shall defend or settle at Our expense any claim, suit or proceeding arising from or alleging infringement of any copyright, patent or intellectual property right of any third party; provided that You immediately notify Us of such claim, allows us to control the 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.

LIMITED WARRANTY

We warrant that the functions contained in this Software will operate without substantial program errors, but We do not warrant that the functions contained in the 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 the foregoing limited warranty, shall at Our option either be replacement of the Software with a product You accept as a reasonable alternative, or the refund of the license fees paid by You for Your use of the Software during the then-current license term.

This Software is provided under this License Agreement AS IS, without warranty of any kind except for the Limited Warranty set forth above.

THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE 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. In no event shall We become liable to You, or to any other party, for any loss or damages, direct, consequential, special, incidental or otherwise, arising from Your use of the Software licensed under this License Agreement, including, but not limited to, time, money or goodwill.

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.

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.