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LICENSE AGREEMENT FOR
MINITAB^® STATISTICAL SOFTWARE
Desktop App

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 THE 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 A 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:

1. In perpetuity on the computer and with the operating system on which it is originally installed, if You have a Perpetual Single-User License.
2. For a period of months, according to the length of the term, if You have a Term Single-User License.
3. For a period of one (1) year from the day of purchase, if You have a Single-User Annual License.
   1. A Single-User Annual License will automatically renew on an annual basis at the then-current applicable license fee, unless You notify Us of Your intention not to renew at least thirty (30) days prior to a renewal; and
   2. A Single-User Annual License receives, at no additional charge, new releases of the Software as they become available during the term(s) of the license so long as You are in full compliance with this Agreement.

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 Licenses

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:

1. In perpetuity, if You have purchased a Perpetual Multi-User License.
   1. A Perpetual Multi-User License requires the payment of an initial Maintenance Fee at the time of purchase, and annually thereafter, in order to receive, at no additional charge, new releases of the Software as they become available so long as You are in full compliance with this Agreement. [The payment of the Maintenance Fee is not applicable to Academic use of the Software.]
   2. Non-payment of the annual Maintenance Fee does not limit the perpetual term of use of the Software.
2. For a period of one (1) year from the first day of the month following Your purchase, if You have a One-Year Multi-User License.
   1. A One-Year Multi-User License may be renewed for additional one-year terms by paying the then-current license fee for the current number of users of the Software; and
   2. You will only receive continued access to the Software upon Our receipt of Your payment of the then-current license fee, or, if acceptable to Us, upon Our receipt of a written purchase order or other written or electronic confirmation of Your intent to renew and to pay the then-current license fee; and
   3. A One-Year Multi-User License receives, at no additional charge, new releases of the Software as they become available during the term(s) of the license so long as You are in full compliance with this Agreement.
3. For a period of three (3) years from the first day of the month following Your purchase, if You have a Three-Year Multi-User License.
   1. A Three-Year Multi-User License fee is fixed during the three (3) year term, and is paid in three (3) equal payments:
      1. At the time of Your initial purchase;
      2. One (1) year after the date of Your initial purchase; and
      3. Two (2) years after the date of Your initial purchase.
   2. You will only receive continued access to the Software upon payment of the license fee in accordance with section B.1.iii.a above;
   3. A Three-Year Multi-User License may be renewed for additional three (3) year terms by paying the then-current license fee for the number of users of the Software in accordance with section B.1.iii.a. above; and
   4. A Three-Year Multi-User License receives, at no additional charge, new releases of the Software as they become available during the term(s) of the license so long as You are in full compliance with this Agreement.
4. Notwithstanding B.1.ii.a and B.1.iii.c, at the time of renewal either Multi-User license has the option to renew for a One-Year or Three-Year license term by paying the applicable then-current license fee.

B.2 The license fee You pay as set forth on any invoice You receive from Us regarding this Software, governs the: number of users permitted; and the number of users of the Software may be increased during the term(s) of the license by paying additional user fees for the time remaining in Your then-current license term.

B.3 The Software is designed for use with the operating system selected upon download subject to the applicable System Requirements. 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 Multi-User Licenses

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.

1. If You are a Licensed Entity, the Software may be used by Your current divisions, subsidiaries or affiliates, domestic or international, controlling, or controlled by or under common control with You. For purposes of clarity, the definition of “control” as used herein means either:
   1. the direct or indirect ownership of not less than fifty percent (50%), or the maximum allowed by local law if less, of the voting equity of Your division, subsidiary or affiliate; or
   2. the right and authority to manage and enforce the terms of this Agreement within the respective division, subsidiary or affiliate.
2. Use of the Software on a computer owned by a third-party who is at that time providing IT services to You is allowed, provided that You make every reasonable effort to advise Us of the identity of the third-party, and provided that You agree to be responsible for that third-party’s compliance with this Agreement. Use of the Software on a computer owned by a third-party who is not at that time providing IT services to You is prohibited.
3. Installation of this Software on a server that allows You access to this Software or any of its functionality via a public network or the Internet without the use of a password-protected secure portal is prohibited, unless permission to do so has been granted through the establishment of a separate license agreement with Us.
4. Minitab automation functionality within the Software is limited to the lower of: (i) three (3) times the number of users permitted to use this Software, or (ii) the total number of Your employees.
5. Except as set forth in this section C.2, You may not provide or otherwise make the Software, or any functionality of the Software, accessible or available in any form to any third-party without prior written approval from Us.

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 copy of the Software for archival and back-up purposes only. The copy of the Software You make must include the following Minitab copyright notice: " © (applicable year), Minitab, LLC. All rights reserved." showing the copyright year appropriate to the version of the Software You copy.

C.5 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.

C.6 You understand and agree regarding Your privacy and data content that:

1. Your use of this Software is also governed by Our Privacy Policy, which describes how we collect and use information, including personal information about You and information about the systems on which the Software has been installed.
2. You determine the purposes and means of the processing (“control”) of personal information included in Your data content and files You create using the Software and are the controller of such data. We do not collect, record, organize, structure, store, adapt or alter, retrieve, consult, use, disclose by transmission, disseminate or otherwise make available, align or combine, restrict, erase or destroy (collectively “process”) personal information included in Your data content or files You create using the Software. We specifically disclaim that We are a “data controller” or “data processor” of Your data content as those terms are defined under applicable law.
3. When enabled, We may collect statistical data, trends, and usage information of the features of the Software derived from use of the Software by You (“Usage Data”). Usage Data is only used by Us for purposes of evaluating improvements and enhancements to the Software and We are the sole and exclusive owner of any collected Usage Data.

C.7 The Software contains a routine designed to disable the Software automatically for:

1. Term Single-User Licenses: at the end of the license term;
2. Single-User Annual Licenses: at the end of each annual term, unless the Agreement is renewed;
3. One-Year Multi-User Licenses: at the end of each annual term, unless the Agreement is renewed; and
4. Three-Year Multi-User Licenses: at the end of each year during the three (3) year term, unless the required license fee is paid in accordance with section B.1.iii.a.

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 notices.

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:

1. You will not be entitled to a refund of any portion of the license fee You have already paid regardless of the type of license You have purchased; and
2. You remain liable to pay Us any remaining payments due in accordance with section B.1.iii.a for a Three-Year Multi-User License.

C.12 Either You or We may terminate this Agreement and Your use of the Software for any material breach of this Agreement if such breach is not cured within thirty (30) days following notice to the breaching party. Upon such termination:

1. You agree to immediately stop using and to destroy all copies of the Software licensed hereunder, and upon Our request, provide Us with written certification of such action;
2. You will not be entitled to a refund of any portion of the license fee You have already paid regardless of the type of license You have purchased; and
3. You remain liable to pay Us any remaining payments due in accordance with section B.1.iii.a for a Three-Year Multi-User License, unless We are the breaching party.

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 agree to comply with all applicable laws and regulations with regards to: economic sanctions; export controls; import regulations; and trade embargoes ("Sanctions"), including those of the Canada, European Union and United States (specifically the Export Administration Regulations (EAR)). You represent and warrants that You are not targeted by Sanctions nor otherwise owned or controlled by or acting on behalf of any person or entity targeted by Sanctions. Further, You acknowledge that You will not download or otherwise export or re-export the Software directly or indirectly to any person or entity targeted by Sanctions or download or otherwise use the Software for any end-use prohibited or restricted by Sanctions or export control policies issued by competent authority.

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 FAR 52.227-19 (Commercial Computer Software License), 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 is 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 will 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 will not apply to this Agreement. If, for any reason, any provision of this Agreement is held invalid, such invalidity will not affect the remainder of this Agreement, and this Agreement will 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 controls 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 comply with legal or mandatory changes to 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.

INDEMNIFICATION

Minitab shall defend or settle at Our expense any third party claim brought against You alleging that Our Software, when used as authorized under this Agreement, infringes such third-party’s copyright, patent or trademark and We shall indemnify and hold You harmless from and against any damages and costs awarded against You or agreed in settlement by Us (including reasonable attorney’s fees) resulting from such claim, 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.

LIMITED WARRANTY

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.

DISCLAIMER OF WARRANTIES

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, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, OR ARISING AS A RESULT OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR OUR OBLIGATION OF INDEMNIFICATION SET FORTH ABOVE, 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 STATES AND JURISDICTIONS, INCLUDING MEMBER COUNTRIES OF THE EUROPEAN ECONOMIC AREA, DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

LAV: 08.10.2020