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Boson User Agreements:



Boson Software, LLC
END-USER AGREEMENT FOR EXSIM-MAX (ONLINE APP)

This End-User Agreement (“EUA”) sets forth the legal contract between You (“You” and “Your”) and Boson Software, LLC (“Boson”) with respect to Your access to and use of Boson’s software product known as EXSIM-MAX and the accompanying Boson Exam Environment engine, together with all content included therewith, updates (if any), and all corresponding documentation (collectively the “Software”) made available to You via the Internet through Boson’s websites, including www.Boson.com, as well as any support provided by Boson (“Support”).

BOSON PROVIDES ACCESS TO THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS EUA AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THE SAME.  BY CLICKING THE “I ACCEPT” BOX AT THE TIME OF YOUR ORDER AND/OR BY LOGGING INTO YOUR ACCOUNT AND ACCESSING THE SOFTWARE, YOU ACCEPT THIS EUA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.  YOU REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND (II) IF YOU REPRESENT A COMPANY OR OTHER LEGAL ENTITY THAT IS PURCHASING ACCESS TO THE SOFTWARE, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS EUA ON BEHALF OF SUCH ENTITY AND BIND THE ENTITY TO THESE TERMS.  IF YOU DO NOT AGREE TO THE TERMS OF THIS EUA, YOU MUST NOT ACCESS OR USE THE SOFTWARE.

1. GRANT OF PERMISSION AND USE. Subject to and conditioned on Boson’s receipt of Your payment of the purchase price, taxes and fees set forth in your online order with Boson for access to the Software (“Fees”) and subject to Your ongoing compliance with this EUA, Boson grants You a non-exclusive, non-transferable, non-sublicensable, limited right and permission to access and use the Software solely for Your personal or internal use.

2. ACCOUNT ACCESS.

a. In order to access and use the Software, You must set up an online customer account with Boson (the “Account”).  You are responsible for maintaining the confidentiality of Your login credentials. You are responsible and liable for all uses of the Software through any access provided by You, directly or indirectly. Specifically, and without limiting the generality of the foregoing, You are responsible and liable for all actions and failures to take required actions with respect to the Software by You and Your Authorized Users or by any other person to whom You or Your Authorized Users may directly or indirectly provide access to or use of the Software, whether such access or use is permitted by or in violation of this EUA.  “Authorized Users” means Your employees, consultants, contractors, representatives and/or agents, (a) who are authorized or permitted by You to access and use the Software under rights granted to You pursuant to this EUA; and (b) for whom access to the Software has been purchased hereunder.

b. You must notify us immediately if You become aware that Your Account is being used without authorization. If Your access to the Software was previously terminated by Boson, You may not register for a new Account, nor may You designate other individuals to use an Account on Your behalf.

3. AGE RESTRICTION.  You affirm that You are at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into this EUA either for Your own benefit or as the authorized representative of a business, company or legal entity.

4. GENERAL RESTRICTIONS ON USE.  In connection with Your use of the Software, You shall not, directly or indirectly, in any capacity whatsoever: (a) copy, modify, or create a derivative work of the Software; (b) reverse engineer, reverse assemble, or otherwise attempt to discover any source code of the Software; (c) sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or access to the Software without the prior written permission of Boson; (d) license, sub-license, sell, resell, rent, lease, transfer, distribute, time share, or otherwise make the Software available for access by third-parties, except only for Authorized Users; (e) circumvent or manipulate any applicable fee structure, billing process, or fees owed either to Boson or Boson’s third party providers; (f) use the Software for illegal purposes or for promotion of dangerous activities; (g) interfere with or disrupt the Software or servers or networks connected to the Software, or disobey any requirements, procedures, policies or regulations of networks connected to the Software; (h) attempt to gain unauthorized access to the Software, other accounts, computer systems, or networks connected to the Software through hacking, password mining, phishing or any other means; (i) upload, post, email, transmit, distribute or otherwise make available any material that contains viruses, computer code, or any other technologies that may harm Boson or the interests, information, or property of Boson customers or limit the functionality of any software, hardware or other equipment; (j) use the Software in excess of contractual usage limits or in a manner that circumvents usage limits or technological access control measures; (k) circumvent, disable or otherwise interfere with security-related features of the Software or features that prevent or restrict use or copying of any documentation or enforce limitations on use of the Software; (l) remove any proprietary notices from the Software; (m) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (n) access or use the Software for purposes of competitive analysis of the Software, the development, provision, or use of a competing software service or product, or any other purpose that is to Boson’s detriment or commercial disadvantage; (o) or use the Software in any manner other than as permitted by this EUA.

5. USE VERIFICATION.  Boson may remotely review Your use of the Software at any time.  If Boson determines that You have exceeded Your permitted access and use rights to the Software, in Boson’s sole discretion, Boson may notify You and allow You to cure the same. Within three (3) days of Your receipt of any such notice, You shall either: (a) disable any unpermitted use, or (b) purchase additional Software access commensurate with Your actual use.  Boson reserves the right to charge You for actual usage during any period of unpermitted use.

6. OWNERSHIP OF THE SOFTWARE.

a. Software. All right, title, and interest in and to the Software, including all intellectual property rights therein, are and shall remain solely with Boson. For all Third-Party Materials (as defined below) appearing in the Software, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials. You have no right, license, or authorization with respect to the Software or Third-Party Materials except as expressly set forth in this EUA.

b. Customer Data. Customer Data means any data that You upload to the Software under Your Account or that You otherwise transfer, process, use, or store in connection with Your Account. Boson acknowledges that, as between Boson and You, You own all right, title, and interest, including all intellectual property rights, in and to the Customer Data. You hereby grant to Boson a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Boson to provide the Software to You.

c. Resultant Data. Resultant Data means data and information related to Your use of the Software that Boson uses in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Software. Boson uses this data, without limitation, to improve the performance of the Software or develop important updates. Boson never uses it to re-identify You. In furtherance of the foregoing, You hereby unconditionally and irrevocably grant Boson an assignment of all right, title, and interest in and to the Resultant Data, including all intellectual property rights relating thereto.

7. DATA PROTECTION AND PRIVACY POLICY. In the course of Your accessing and/or using the Software and receiving Support, Boson may obtain information about You or You may provide certain personal information to Boson. All uses of Your personal information will be treated in accordance with Boson’s Privacy Policy available at https://www.boson.com/privacypolicy, which is incorporated by reference and forms an integral part of this EUA. The Privacy Policy is subject to change at Boson’s discretion; however, Boson policy changes will not result in a material reduction in the level of protection provided for the Customer Data You provide to Boson in connection with Your purchase of access to the Software.

8. TAXES.  You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on your purchase of access to the Software or any amounts payable by You hereunder.

9. TERM AND TERMINATION

a. Term. This EUA is effective upon Your purchase of the Software and shall continue until the earlier of (a) expiration as indicated at the point of purchase or (b) termination in accordance with this Section 9.

b. Termination by Boson. Boson may terminate this EUA and Your use of the Software if You fail to pay any amount when due hereunder or if You breach any of Your obligations under this EUA.

Boson may, directly or indirectly, suspend, terminate, or otherwise deny Your or any of Your Authorized End-Users’, or any other person’s access to or use of all or any part of the Software, without incurring any resulting obligation or liability, if: (a) Boson receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Boson to do so; or (b) Boson believes, in its good faith and sole discretion, that either: (i) You or any of Your Authorized End-Users, have failed to comply with any term or provision of this EUA, or have accessed or used the Software beyond the scope of the rights granted or for a purpose not authorized under this EUA; or (ii) You or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or impermissible activities relating to or in connection with the Software.  This Section 9(b) does not limit any of Boson’s other rights or remedies, whether at law, in equity, or under this EUA.

c. Effect of Termination. Upon termination of this EUA, the rights of access and used granted hereunder shall also terminate, and You shall cease any access to or use of the Software.  No expiration or termination shall entitle You to any refund or affect Your obligation to pay all amounts that have or may become due under the terms of this EUA.

10. CUSTOMER WARRANTIES. You warrant and represent that:

a. All information You provide to us as part of Your Account registration is true, accurate, current and complete, and You agree to maintain and promptly update such information to keep it true, accurate, current and complete;

b. Any and all Customer Data supplied by You or otherwise accessed by Boson through the provision of the Software is the sole and exclusive property of You or that You have secured any and all authorizations and rights to use the Customer Data as applicable;

c. The Customer Data does not breach any relevant laws, regulations, or codes;

d. The Customer Data does not infringe the intellectual property rights of any third party;

e. And to the extent that the Customer Data contains personally identifiable information or Personal Data, You have obtained the necessary consents in order to transfer or permit access to such data in accordance with applicable privacy and data protection laws; and

11. BOSON WARRANTIES; DISCLAIMERS

a. Warranties. Boson warrants that it will use commercially reasonable efforts to maintain access and availability to the Software for Your use during the term of this EUA.  Boson does not make any other representations or guaranties regarding uptime or availability of the Software.  The remedies set forth in this EUA are Your sole remedies and Boson’s sole liability under the limited warranty set forth above. THE FOREGOING WARRANTY DOES NOT APPLY, AND BOSON STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS.

b. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE AND ALL INFORMATION, DOCUMENTATION, AND MATERIALS RELATED THERETO ARE PROVIDED ”AS IS” AND “AS AVAILABLE,” AND BOSON HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 12(a), BOSON DOES NOT WARRANT THAT THE SOFTWARE, DOCUMENTATION, OR ANY MATERIALS AVAILABLE ON OR THROUGH THE SOFTWARE OR THROUGH BOSON ARE OR WILL BE ACCURATE, CURRENT, ERROR-FREE, VIRUS FREE, RELIABLE OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM, THAT THE SYSTEM IS OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, OR THAT DEFECTS WILL BE CORRECTED. BOSON IS NOT THE PROVIDER OF, AND MAKES NO WARRANTIES WITH RESPECT TO, ANY THIRD-PARTY MATERIALS.

12. DAMAGES; LIMITATION OF LIABILITY

a. DAMAGES. IN NO EVENT WILL BOSON BE LIABLE UNDER THIS EUA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, PUNITIVE, OR SPECIAL DAMAGES; (b) INCREASED COSTS, DIMUNITION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SOFTWARE, IN EACH CASE REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR WHETHER OR NOT BOSON WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE.

b. LIMITATION OF LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF BOSON TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS EUA, THE SOFTWARE, OR THE USE OF THE SOFTWARE EXCEED YOUR PURCHASE PRICE FOR ACCESS TO THE SOFTWARE OR ONE HUNDRED U.S. DOLLARS (U.S.D. $100.00), WHICH IS GREATHER. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND BOSON RELATING TO THE PROVISION OF THE SOFTWARE AND BOSON WOULD NOT PROVIDE THE SOFTWARE TO YOU WITHOUT THIS LIMITATION. YOU AGREE THAT BOSON WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SOFTWARE OR DELETION OF YOUR ACCOUNT OR DOCUMENTATION.

c. Without limiting the foregoing, under no circumstances shall either Party be held liable for any delay or failure in performance resulting directly or indirectly from forces of nature, or causes beyond its reasonable control, including internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

13. INDEMNIFICATION. To the extent permitted by applicable law, You agree to indemnify, hold harmless, and, at Boson’s option, defend Boson, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from: (i) Your use of and access to the Software in breach of this EUA; (ii) Your violation of any term of this EUA; and/or (iii) Your violation of any third party right, including any copyright, property, or privacy right. If Boson elects to have You defend Boson, You may not settle any claim unless it unconditionally releases Boson of all liability and is limited to payment of money damages, which You agree to pay. This defense and indemnification obligation will survive this EUA and Your use of the Software.

14. MISCELLANEOUS

a. Modification of Terms. Boson may change this EUA from time to time. Any such changes will become effective when posted on www.Boson.com.  If You object to any such changes, Your sole recourse will be to cease using the Software.  Continued use of the Software following posting of any such changes will indicate Your acknowledgement of such changes and Your agreement to be bound by the revised EUA, inclusive of such changes.

b. Export Regulation. Boson’s products and services may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. You warrant that You are:  (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions. You agree to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR.

c. Third-Party Web Sites and Content. The Software may contain links to third-party websites or services that Customer may use that are not owned or controlled by Boson (“Third-Party Materials”). Boson has no control over and assumes no responsibility for the Third-Party Materials. Accordingly, Boson makes no warranties regarding such Third-Party Materials and will not be liable for any loss or damage caused by Your use of or reliance on such Third-Party Materials. The inclusion of Third-Party Materials in the Software does not imply any endorsement by Boson.

d. Electronic Communications. The communications between You and Boson will be primarily electronic. For contractual purposes, You (a) consent to receive communications from Boson and conduct business with Boson in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Boson provides to You electronically have the same effect as if they were provided in writing and signed by Boson and You in ink. The foregoing does not affect your non-waivable rights.

e. No Third-Party Beneficiaries. There are no third-party beneficiaries of this EUA, and this EUA shall not provide any third person or entity with any remedy, claim, liability, reimbursement, claim of action, or other legal or equitable right.

f. Arbitration.  PLEASE READ CAREFULLY AS THE FOLLOWING LIMITS SOME OF YOUR RIGHTS, INCLUDING THE RIGHT TO BRING A LAWSUIT IN COURT. By accepting this EUA, both You and Boson agree that all claims or disputes between us of any nature whatsoever arising out of or in any way related to the Software or this EUA will be submitted to binding arbitration if demanded by Boson. The arbitration will be handled by the American Arbitration Association and governed by its rules. This EUA requiring arbitration (if demanded) is still fully binding even if a class action is filed in which You would be a class representative or member. You and Boson agree that the arbitration of any dispute or claim between us will be conducted apart from all other claims or disputes of other parties and that there will be no class or consolidated arbitration of any claims or disputes covered by this EUA. The parties also agree that this EUA does not affect the applicability of any statute of limitations.  The arbitration shall be held in Davidson County, Tennessee, and You may participate in the arbitration via remote teleconference. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS EUA OR THE TRANSACTIONS CONTEMPLATED HEREBY.

g. U.S Government Users.  If access to the Software is acquired by or for the U.S. Government, then it is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government 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, or subparagraphs (c)(1) and (2) of the Commercial Computer Software Act—Restricted Rights at 48 CFR 52.227-19, or clause 18-52.227-86(d) of the NASA Supplement to the FAR, as applicable. The contractor/manufacturer is Boson Software, LLC, 25 Century Boulevard, Suite 401, Nashville, Tennessee 37214-3679.

h. Severability. If any term or provision of this EUA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this EUA or invalidate or render unenforceable such term or provision in any other jurisdiction.

i.  Survival. The provisions set forth in the following sections, and any other right or obligation of the parties in this EUA that, by its nature, should survive termination or expiration of this EUA, will survive any expiration or termination of this EUA: Section 4, Section 6, Section 9(c), and Sections 10 thru 14.

j.  Submissions.  Should You decide to transmit to Boson’s website by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, You agree such submissions shall be unrestricted and shall be deemed non-confidential, and concurrent with making any such submission, You grant Boson and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

k.  General. This EUA shall be interpreted and governed by the laws of the State of Tennessee without regard to the conflict of laws and provisions of such state, and any arbitration or legal action relating to this EUA shall be brought in the appropriate forum located in Davidson County, Tennessee, which venue and jurisdiction You agree to submit to, and the prevailing party in any such action shall be entitled to recover reasonable attorneys’ fees and expenses as part of any judgment or award. The pursuit by Boson of any remedy to which it is entitled at any time shall not be deemed an election of remedies or waiver of the right to pursue any of the other remedies to which Boson may be entitled. THIS EUA IS THE ENTIRE AGREEMENT BETWEEN US AND SUPERSEDES ANY OTHER COMMUNICATION, ADVERTISEMENT OR UNDERSTANDING WITH RESPECT TO THE SOFTWARE. If any provision of this EUA is held invalid or unenforceable, the remainder shall continue in full force and effect.

EUA.ExSim-Max.20220214



Boson Software, LLC
SINGLE-USER LICENSE AGREEMENT—EXSIM-MAX and BOSON EXAM ENVIRONMENT (DOWNLOAD)

IMPORTANT:  READ THIS LICENSE AGREEMENT (THE “LICENSE”) CAREFULLY BEFORE PROCEEDING.  IF YOU DOWNLOAD, INSTALL, COPY, OR OTHERWISE ACCESS OR USE THE SOFTWARE PRODUCT ACCOMPANIED BY OR INCLUDED WITH THIS LICENSE, SUCH ACTION SHALL CONSTITUTE YOUR LEGAL ACKNOWLEDGEMENT YOU HAVE READ THIS LICENSE AND AGREE TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THE SOFTWARE AND YOU MAY CONTACT BOSON FOR A FULL REFUND.

Grant of Single-User License. YOU ARE THE ONLY PERSON ENTITLED TO USE THE SOFTWARE.  This is a license agreement between You (an individual) and Boson Software, LLC (“Boson”) whereby Boson grants You the revocable, personal, non-exclusive and nontransferable right and license to download, install, activate and run the software product accompanied by or included with this License, all content included therewith, updates (if any), and all corresponding documentation (collectively the “Software”). ONLY YOU (AND NO ONE ELSE) ARE ENTITLED TO DOWNLOAD, INSTALL, ACTIVATE AND RUN THE SOFTWARE. The Software is protected by copyright and other state, federal and international intellectual property laws. Boson reserves all rights not expressly granted in this License, and Boson continues to own the Software, including all rights, title, interest, and all copyrights in and to the Software as well as any copy made by You. Unauthorized copying of the Software or failure to strictly comply with this License will result in automatic termination of the license granted hereunder and will entitle Boson to pursue other legal remedies against you. IMPORTANT, under the terms of this License:

YOU MAY: (a) download, install and run the Software on only one computer or workstation solely for your personal and non-commercial use, and (b) make one (1) copy of the Software for backup purposes only.

YOU MAY NOT: (a) allow any other person to install, run or copy the Software, (b) download, install or run the Software on more than one computer or workstation; (c) modify, translate, reverse engineer, decompile, decode, decrypt, disassemble, adapt, create a derivative work of, or in any way derive source code from or copy the Software (except one backup); (d) sell, rent, lease, sublicense, or otherwise transfer or distribute the Software to any other person or entity without the prior written consent of Boson (and any attempt to do so shall be void); (e) use or install the Software on a network of any sort (these require a separate license from Boson); (g) remove or conceal any proprietary notices, labels, or trademarks on the Software; or (h) direct, assist or permit any other person or entity to do any of the foregoing.

Term. The term of the license granted hereunder shall commence upon the earlier of your acceptance of this License or your downloading, installing, using or otherwise accessing the Software; and such license will expire upon the earlier of either: (i) that date which is one (1) year from the date of commencement, or (ii) such other term of duration as specified in writing by Boson at time of your purchase or installation of the Software as expressly stated on your Software invoice, receipt from Boson, or your user account at www.Boson.com. Upon expiration or termination of the license granted hereunder, You agree to: (i) immediately discontinue all use of the Software, and (ii) as appropriate, destroy all media containing any copy of the Software and/or remove and delete all copies contained in any computer memory or data storage apparatus under your control.

Limited Warranty, Limitation of Remedies and Liability.  Boson warrants that it will use commercially reasonable efforts to maintain access and availability to download the Software for your use during the term of this License.  Boson does not make any other representations or guaranties regarding the Software.  The remedies set forth in this License are your sole remedies and Boson’s sole liability under the limited warranty set forth above. THE FOREGOING WARRANTY DOES NOT APPLY, AND BOSON STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS.

EXCEPT AS EXPRESSLY PROVIDED FOR ABOVE, BOSON MAKES NO OTHER OR FURTHER WARRANTIES REGARDING THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING THE QUALITY OF THE SOFTWARE, ITS PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE IS LICENSED TO YOU ON AN “AS-IS” BASIS. THE ENTIRE RISK AS TO THE PERFORMANCE AND QUALITY OF THE SOFTWARE REMAINS SOLELY WITH YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BOSON, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE (OR EXPAND UPON) ANY WARRANTY BEYOND THAT PROVIDED ABOVE, AND YOU MAY NOT RELY UPON ANY SUCH INFORMATION OR ADVICE.

BOSON’S EXCLUSIVE AND MAXIMUM LIABILITY FOR ANY CLAIM BY YOU OR ANYONE CLAIMING THROUGH OR ON BEHALF OF YOU ARISING OUT OF YOUR ORDER, DOWNLOAD, INSTALLATION, OR USE OF (OR INABILITY TO USE) THE SOFTWARE SHALL NOT UNDER ANY CIRCUMSTANCE EXCEED THE ACTUAL AMOUNT PAID BY YOU TO BOSON FOR THE SOFTWARE LICENSE GRANTED HEREUNDER OR $100, WHICHEVER IS GREATER.  IN NO EVENT SHALL BOSON (NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE) BE LIABLE TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH OR ON BEHALF OF YOU FOR ANY INDIRECT, INCIDENTAL, COLLATERAL, EXEMPLARY, CONSEQUENTIAL, OR SPECIAL DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, PROFITS, BUSINESS INTERRUPTION, GOODWILL, OR SAVINGS, OR ANY LOSS OF DATA, FILES, INFORMATION OR PROGRAMS STORED BY YOU) ARISING UNDER THIS LICENSE OR OUT OF YOUR ORDER, DOWNLOAD, INSTALLATION OR USE OF (OR INABILITY TO USE) THE SOFTWARE DELIVERED TO YOU, EVEN IF BOSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

PLEASE READ CAREFULLY. THE FOLLOWING LIMITS SOME OF YOUR RIGHTS, INCLUDING THE RIGHT TO BRING A LAWSUIT IN COURT.  By accepting this License, both You and Boson agree that all claims or disputes between us of any nature whatsoever arising out of or in any way related to the Software or this License Agreement will be submitted to binding arbitration if demanded by either party. The arbitration will be handled by the American Arbitration Association and governed by its rules. This License requiring arbitration (if demanded) is still fully binding even if a class action is filed in which You would be a class representative or member. You and Boson agree that the arbitration of any dispute or claim between us will be conducted apart from all other claims or disputes of other parties and that there will be no class or consolidated arbitration of any claims or disputes covered by this License. The parties also agree that this License does not affect the applicability of any statute of limitations.

Restricted Rights. If the Software is acquired by or for the U.S. Government, then it is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government 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, or subparagraphs (c)(1) and (2) of the Commercial Computer Software Act—Restricted Rights at 48 CFR 52.227-19, or clause 18-52.227-86(d) of the NASA Supplement to the FAR, as applicable. The contractor/manufacturer is Boson Software, LLC, 25 Century Boulevard, Suite 401, Nashville, Tennessee 37214-3679.

Submissions. Should You decide to transmit to Boson’s website by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, You agree such submissions shall be unrestricted and shall be deemed non-confidential, and concurrent with making any such submission, You grant Boson and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

General. This License shall be interpreted and governed by the laws of the State of Tennessee without regard to the conflict of laws and provisions of such state, and any arbitration or legal action relating to this License shall be brought in the appropriate forum located in Davidson County, Tennessee, which venue and jurisdiction you agree to submit to, and the prevailing party in any such action shall be entitled to recover reasonable attorneys’ fees and expenses as part of any judgment or award. The pursuit by Boson of any remedy to which it is entitled at any time shall not be deemed an election of remedies or waiver of the right to pursue any of the other remedies to which Boson may be entitled. THIS LICENSE IS THE ENTIRE AGREEMENT BETWEEN US AND SUPERSEDES ANY OTHER COMMUNICATION, ADVERTISEMENT OR UNDERSTANDING WITH RESPECT TO THE SOFTWARE. If any provision of this License is held invalid or unenforceable, the remainder shall continue in full force and effect. All provisions of this License relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Boson’s ownership of the Software and other proprietary rights shall survive any termination of this License.

SULA.BEE.20220214



Boson Software, LLC
END-USER AGREEMENT FOR NETSIM (ONLINE APP)

This End-User Agreement (“EUA”) sets forth the legal contract between You (“You” and “Your”) and Boson Software, LLC (“Boson”) with respect to Your access to and use of Boson’s software product known as NetSim, together with all content included therewith, updates (if any), and all corresponding documentation (collectively the “Software”) made available to You via the Internet through Boson’s websites, including www.Boson.com, as well as any support provided by Boson (“Support”).

BOSON PROVIDES ACCESS TO THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS EUA AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THE SAME.  BY CLICKING THE “I ACCEPT” BOX AT THE TIME OF YOUR ORDER AND/OR BY LOGGING INTO YOUR ACCOUNT AND ACCESSING THE SOFTWARE, YOU ACCEPT THIS EUA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.  YOU REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND (II) IF YOU REPRESENT A COMPANY OR OTHER LEGAL ENTITY THAT IS PURCHASING ACCESS TO THE SOFTWARE, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS EUA ON BEHALF OF SUCH ENTITY AND BIND THE ENTITY TO THESE TERMS.  IF YOU DO NOT AGREE TO THE TERMS OF THIS EUA, YOU MUST NOT ACCESS OR USE THE SOFTWARE.

1. GRANT OF PERMISSION AND USE.  Subject to and conditioned on Boson’s receipt of Your payment of the purchase price, taxes and fees set forth in your online order with Boson for access to the Software (“Fees”) and subject to Your ongoing compliance with this EUA, Boson grants You a non-exclusive, non-transferable, non-sublicensable, limited right and permission to access and use the Software solely for Your personal or internal use.

2. ACCOUNT ACCESS.

a. In order to access and use the Software, You must set up an online customer account with Boson (the “Account”).  You are responsible for maintaining the confidentiality of Your login credentials. You are responsible and liable for all uses of the Software through any access provided by You, directly or indirectly. Specifically, and without limiting the generality of the foregoing, You are responsible and liable for all actions and failures to take required actions with respect to the Software by You and Your Authorized Users or by any other person to whom You or Your Authorized Users may directly or indirectly provide access to or use of the Software, whether such access or use is permitted by or in violation of this EUA.  “Authorized Users” means Your employees, consultants, contractors, representatives and/or agents, (a) who are authorized or permitted by You to access and use the Software under rights granted to You pursuant to this EUA; and (b) for whom access to the Software has been purchased hereunder.

b. You must notify us immediately if You become aware that Your Account is being used without authorization. If Your access to the Software was previously terminated by Boson, You may not register for a new Account, nor may You designate other individuals to use an Account on Your behalf.

3. AGE RESTRICTION.  You affirm that You are at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into this EUA either for Your own benefit or as the authorized representative of a business, company or legal entity.

4. GENERAL RESTRICTIONS ON USE.  In connection with Your use of the Software, You shall not, directly or indirectly, in any capacity whatsoever: (a) copy, modify, or create a derivative work of the Software; (b) reverse engineer, reverse assemble, or otherwise attempt to discover any source code of the Software; (c) sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or access to the Software without the prior written permission of Boson; (d) license, sub-license, sell, resell, rent, lease, transfer, distribute, time share, or otherwise make the Software available for access by third-parties, except only for Authorized Users; (e) circumvent or manipulate any applicable fee structure, billing process, or fees owed either to Boson or Boson’s third party providers; (f) use the Software for illegal purposes or for promotion of dangerous activities; (g) interfere with or disrupt the Software or servers or networks connected to the Software, or disobey any requirements, procedures, policies or regulations of networks connected to the Software; (h) attempt to gain unauthorized access to the Software, other accounts, computer systems, or networks connected to the Software through hacking, password mining, phishing or any other means; (i) upload, post, email, transmit, distribute or otherwise make available any material that contains viruses, computer code, or any other technologies that may harm Boson or the interests, information, or property of Boson customers or limit the functionality of any software, hardware or other equipment; (j) use the Software in excess of contractual usage limits or in a manner that circumvents usage limits or technological access control measures; (k) circumvent, disable or otherwise interfere with security-related features of the Software or features that prevent or restrict use or copying of any documentation or enforce limitations on use of the Software; (l) remove any proprietary notices from the Software; (m) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (n) access or use the Software for purposes of competitive analysis of the Software, the development, provision, or use of a competing software service or product, or any other purpose that is to Boson’s detriment or commercial disadvantage; (o) or use the Software in any manner other than as permitted by this EUA.

5. USE VERIFICATION.  Boson may remotely review Your use of the Software at any time.  If Boson determines that You have exceeded Your permitted access and use rights to the Software, in Boson’s sole discretion, Boson may notify You and allow you to cure the same. Within three (3) days of Your receipt of any such notice, You shall either: (a) disable any unpermitted use, or (b) purchase additional Software access commensurate with Your actual use.  Boson reserves the right to charge You for actual usage during any period of unpermitted use.

6. OWNERSHIP OF THE SOFTWARE.

a. Software. All right, title, and interest in and to the Software, including all intellectual property rights therein, are and shall remain solely with Boson. For all Third-Party Materials (as defined below) appearing in the Software, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials. You have no right, license, or authorization with respect to the Software or Third-Party Materials except as expressly set forth in this EUA.

b. Customer Data. Customer Data means any data that You upload to the Software under Your Account or that You otherwise transfer, process, use, or store in connection with Your Account. Boson acknowledges that, as between Boson and You, You own all right, title, and interest, including all intellectual property rights, in and to the Customer Data. You hereby grant to Boson a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Boson to provide the Software to You.

c. Resultant Data. Resultant Data means data and information related to Your use of the Software that Boson uses in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Software. Boson uses this data, without limitation, to improve the performance of the Software or develop important updates. Boson never uses it to re-identify You. In furtherance of the foregoing, You hereby unconditionally and irrevocably grant Boson an assignment of all right, title, and interest in and to the Resultant Data, including all intellectual property rights relating thereto.

7. DATA PROTECTION AND PRIVACY POLICY. In the course of Your accessing and/or using the Software and receiving Support, Boson may obtain information about You or You may provide certain personal information to Boson. All uses of Your personal information will be treated in accordance with Boson’s Privacy Policy available at https://www.boson.com/privacypolicy, which is incorporated by reference and forms an integral part of this EUA. The Privacy Policy is subject to change at Boson’s discretion; however, Boson policy changes will not result in a material reduction in the level of protection provided for the Customer Data You provide to Boson in connection with Your purchase of access to the Software.

8. TAXES.  You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on your purchase of access to the Software or any amounts payable by You hereunder.

9. TERM AND TERMINATION

a. Term. This EUA is effective upon Your purchase of the Software and shall continue until the earlier of (a) expiration as indicated at the point of purchase or (b) termination in accordance with this Section 9.

b. Termination by Boson. Boson may terminate this EUA and Your use of the Software if You fail to pay any amount when due hereunder or if You breach any of Your obligations under this EUA.

Boson may, directly or indirectly, suspend, terminate, or otherwise deny Your or any of Your Authorized End-Users’, or any other person’s access to or use of all or any part of the Software, without incurring any resulting obligation or liability, if: (a) Boson receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Boson to do so; or (b) Boson believes, in its good faith and sole discretion, that either: (i) You or any of Your Authorized End-Users, have failed to comply with any term or provision of this EUA, or have accessed or used the Software beyond the scope of the rights granted or for a purpose not authorized under this EUA; or (ii) You or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or impermissible activities relating to or in connection with the Software.  This Section 9(b) does not limit any of Boson’s other rights or remedies, whether at law, in equity, or under this EUA.

c. Effect of Termination. Upon termination of this EUA, the rights of access and used granted hereunder shall also terminate, and You shall cease any access to or use of the Software.  No expiration or termination shall entitle You to any refund or affect Your obligation to pay all amounts that have or may become due under the terms of this EUA.

10. CUSTOMER WARRANTIES. You warrant and represent that:

a. All information You provide to us as part of Your Account registration is true, accurate, current and complete, and You agree to maintain and promptly update such information to keep it true, accurate, current and complete;

b. Any and all Customer Data supplied by You or otherwise accessed by Boson through the provision of the Software is the sole and exclusive property of You or that You have secured any and all authorizations and rights to use the Customer Data as applicable;

c. The Customer Data does not breach any relevant laws, regulations, or codes;

d. The Customer Data does not infringe the intellectual property rights of any third party;

e. And to the extent that the Customer Data contains personally identifiable information or Personal Data, You have obtained the necessary consents in order to transfer or permit access to such data in accordance with applicable privacy and data protection laws; and

11. BOSON WARRANTIES; DISCLAIMERS

a. Warranties. Boson warrants that it will use commercially reasonable efforts to maintain access and availability to the Software for Your use during the term of this EUA.  Boson does not make any other representations or guaranties regarding uptime or availability of the Software.  The remedies set forth in this EUA are Your sole remedies and Boson’s sole liability under the limited warranty set forth above. THE FOREGOING WARRANTY DOES NOT APPLY, AND BOSON STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS.

b. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE AND ALL INFORMATION, DOCUMENTATION, AND MATERIALS RELATED THERETO ARE PROVIDED ”AS IS” AND “AS AVAILABLE,” AND BOSON HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 12(a), BOSON DOES NOT WARRANT THAT THE SOFTWARE, DOCUMENTATION, OR ANY MATERIALS AVAILABLE ON OR THROUGH THE SOFTWARE OR THROUGH BOSON ARE OR WILL BE ACCURATE, CURRENT, ERROR-FREE, VIRUS FREE, RELIABLE OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM, THAT THE SYSTEM IS OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, OR THAT DEFECTS WILL BE CORRECTED. BOSON IS NOT THE PROVIDER OF, AND MAKES NO WARRANTIES WITH RESPECT TO, ANY THIRD-PARTY MATERIALS.

12. DAMAGES; LIMITATION OF LIABILITY

a. DAMAGES. IN NO EVENT WILL BOSON BE LIABLE UNDER THIS EUA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, PUNITIVE, OR SPECIAL DAMAGES; (b) INCREASED COSTS, DIMUNITION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SOFTWARE, IN EACH CASE REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR WHETHER OR NOT BOSON WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE.

b. LIMITATION OF LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF BOSON TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS EUA, THE SOFTWARE, OR THE USE OF THE SOFTWARE EXCEED YOUR PURCHASE PRICE FOR ACCESS TO THE SOFTWARE OR ONE HUNDRED U.S. DOLLARS (U.S.D. $100.00), WHICH IS GREATER. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND BOSON RELATING TO THE PROVISION OF THE SOFTWARE AND BOSON WOULD NOT PROVIDE THE SOFTWARE TO YOU WITHOUT THIS LIMITATION. YOU AGREE THAT BOSON WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SOFTWARE OR DELETION OF YOUR ACCOUNT OR DOCUMENTATION.

c. Without limiting the foregoing, under no circumstances shall either Party be held liable for any delay or failure in performance resulting directly or indirectly from forces of nature, or causes beyond its reasonable control, including internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

13. INDEMNIFICATION. To the extent permitted by applicable law, You agree to indemnify, hold harmless, and, at Boson’s option, defend Boson, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from: (i) Your use of and access to the Software in breach of this EUA; (ii) Your violation of any term of this EUA; and/or (iii) Your violation of any third party right, including any copyright, property, or privacy right. If Boson elects to have You defend Boson, You may not settle any claim unless it unconditionally releases Boson of all liability and is limited to payment of money damages, which You agree to pay. This defense and indemnification obligation will survive this EUA and Your use of the Software.

14. MISCELLANEOUS

a. Modification of Terms. Boson may change this EUA from time to time. Any such changes will become effective when posted on www.Boson.com.  If You object to any such changes, Your sole recourse will be to cease using the Software.  Continued use of the Software following posting of any such changes will indicate Your acknowledgement of such changes and Your agreement to be bound by the revised EUA, inclusive of such changes.

b. Export Regulation. Boson’s products and services may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. You warrant that You are:  (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions. You agree to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR.

c. Third-Party Web Sites and Content. The Software may contain links to third-party websites or services that Customer may use that are not owned or controlled by Boson (“Third-Party Materials”). Boson has no control over and assumes no responsibility for the Third-Party Materials. Accordingly, Boson makes no warranties regarding such Third-Party Materials and will not be liable for any loss or damage caused by Your use of or reliance on such Third-Party Materials. The inclusion of Third-Party Materials in the Software does not imply any endorsement by Boson.

d. Electronic Communications. The communications between You and Boson will be primarily electronic. For contractual purposes, You (a) consent to receive communications from Boson and conduct business with Boson in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Boson provides to You electronically have the same effect as if they were provided in writing and signed by Boson and You in ink. The foregoing does not affect your non-waivable rights.

e. No Third-Party Beneficiaries. There are no third-party beneficiaries of this EUA, and this EUA shall not provide any third person or entity with any remedy, claim, liability, reimbursement, claim of action, or other legal or equitable right.

f. Arbitration.  PLEASE READ CAREFULLY AS THE FOLLOWING LIMITS SOME OF YOUR RIGHTS, INCLUDING THE RIGHT TO BRING A LAWSUIT IN COURT. By accepting this EUA, both You and Boson agree that all claims or disputes between us of any nature whatsoever arising out of or in any way related to the Software or this EUA will be submitted to binding arbitration if demanded by Boson. The arbitration will be handled by the American Arbitration Association and governed by its rules. This EUA requiring arbitration (if demanded) is still fully binding even if a class action is filed in which You would be a class representative or member. You and Boson agree that the arbitration of any dispute or claim between us will be conducted apart from all other claims or disputes of other parties and that there will be no class or consolidated arbitration of any claims or disputes covered by this EUA. The parties also agree that this EUA does not affect the applicability of any statute of limitations.  The arbitration shall be held in Davidson County, Tennessee, and You may participate in the arbitration via remote teleconference. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS EUA OR THE TRANSACTIONS CONTEMPLATED HEREBY.

g.  U.S Government Users.  If access to the Software is acquired by or for the U.S. Government, then it is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government 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, or subparagraphs (c)(1) and (2) of the Commercial Computer Software Act—Restricted Rights at 48 CFR 52.227-19, or clause 18-52.227-86(d) of the NASA Supplement to the FAR, as applicable. The contractor/manufacturer is Boson Software, LLC, 25 Century Boulevard, Suite 401, Nashville, Tennessee 37214-3679.

h. Severability. If any term or provision of this EUA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this EUA or invalidate or render unenforceable such term or provision in any other jurisdiction.

i.  Survival. The provisions set forth in the following sections, and any other right or obligation of the parties in this EUA that, by its nature, should survive termination or expiration of this EUA, will survive any expiration or termination of this EUA: Section 4, Section 6, Section 9(c), and Sections 10 thru 14.

j.  Submissions.  Should You decide to transmit to Boson’s website by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, You agree such submissions shall be unrestricted and shall be deemed non-confidential, and concurrent with making any such submission, You grant Boson and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

k.  General. This EUA shall be interpreted and governed by the laws of the State of Tennessee without regard to the conflict of laws and provisions of such state, and any arbitration or legal action relating to this EUA shall be brought in the appropriate forum located in Davidson County, Tennessee, which venue and jurisdiction You agree to submit to, and the prevailing party in any such action shall be entitled to recover reasonable attorneys’ fees and expenses as part of any judgment or award. The pursuit by Boson of any remedy to which it is entitled at any time shall not be deemed an election of remedies or waiver of the right to pursue any of the other remedies to which Boson may be entitled. THIS EUA IS THE ENTIRE AGREEMENT BETWEEN US AND SUPERSEDES ANY OTHER COMMUNICATION, ADVERTISEMENT OR UNDERSTANDING WITH RESPECT TO THE SOFTWARE. If any provision of this EUA is held invalid or unenforceable, the remainder shall continue in full force and effect.

EUA.NetSim.20220214



Boson Software, LLC
SINGLE-USER LICENSE AGREEMENT—NETSIM (DOWNLOAD)

IMPORTANT:  READ THIS LICENSE AGREEMENT (THE “LICENSE”) CAREFULLY BEFORE PROCEEDING.  IF YOU DOWNLOAD, INSTALL, COPY, OR OTHERWISE ACCESS OR USE THE SOFTWARE PRODUCT ACCOMPANIED BY OR INCLUDED WITH THIS LICENSE, SUCH ACTION SHALL CONSTITUTE YOUR LEGAL ACKNOWLEDGEMENT YOU HAVE READ THIS LICENSE AND AGREE TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THE SOFTWARE AND YOU MAY CONTACT BOSON FOR A FULL REFUND.

Grant of Single-User License.  YOU ARE THE ONLY PERSON ENTITLED TO USE THE SOFTWARE. This is a license agreement between You (an individual) and Boson Software, LLC (“Boson”) whereby Boson grants You the revocable, personal, non-exclusive and nontransferable right and license to download, install, activate and run the software product accompanied by or included with this License, all content included therewith, updates (if any), and all corresponding documentation (collectively the “Software”). ONLY YOU (AND NO ONE ELSE) ARE ENTITLED TO DOWNLOAD, INSTALL, ACTIVATE AND RUN THE SOFTWARE. The Software is protected by copyright and other state, federal and international intellectual property laws. Boson reserves all rights not expressly granted in this License, and Boson continues to own the Software, including all rights, title, interest, and all copyrights in and to the Software as well as any copy made by You. Unauthorized copying of the Software or failure to strictly comply with this License will result in automatic termination of the license granted hereunder and will entitle Boson to pursue other legal remedies against You. IMPORTANT, under the terms of this License:

YOU MAY: (a) download, install and run the Software on only one computer or workstation solely for your personal and non-commercial use, and (b) make one (1) copy of the Software for backup purposes only.

YOU MAY NOT: (a) allow any other person to install, run or copy the Software, (b) download, install or run the Software on more than one computer or workstation; (c) modify, translate, reverse engineer, decompile, decode, decrypt, disassemble, adapt, create a derivative work of, or in any way derive source code from or copy the Software (except one backup); (d) sell, rent, lease, sublicense, or otherwise transfer or distribute the Software to any other person or entity without the prior written consent of Boson (and any attempt to do so shall be void); (e) use or install the Software on a network of any sort (these require a separate license from Boson); (g) remove or conceal any proprietary notices, labels, or trademarks on the Software; or (h) direct, assist or permit any other person or entity to do any of the foregoing.

Term.  The term of the license granted hereunder shall commence upon the earlier of your acceptance of this License or your downloading, installing, using or otherwise accessing the Software; and such license will expire upon the earlier of either: (i) that date which is one (1) year from the date of commencement, or (ii) such other term of duration as specified in writing by Boson at time of your purchase or installation of the Software as expressly stated on Your Software invoice, receipt from Boson, or Your user account at www.Boson.com. Upon expiration or termination of the license granted hereunder, You agree to: (i) immediately discontinue all use of the Software, and (ii) as appropriate, destroy all media containing any copy of the Software and/or remove and delete all copies contained in any computer memory or data storage apparatus under your control.

Limited Warranty, Limitation of Remedies and Liability.  Boson warrants that it will use commercially reasonable efforts to maintain access and availability to download the Software for your use during the term of this License.  Boson does not make any other representations or guaranties regarding the Software.  The remedies set forth in this License are your sole remedies and Boson’s sole liability under the limited warranty set forth above. THE FOREGOING WARRANTY DOES NOT APPLY, AND BOSON STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS.

EXCEPT AS EXPRESSLY PROVIDED FOR ABOVE, BOSON MAKES NO OTHER OR FURTHER WARRANTIES REGARDING THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING THE QUALITY OF THE SOFTWARE, ITS PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE IS LICENSED TO YOU ON AN “AS-IS” BASIS. THE ENTIRE RISK AS TO THE PERFORMANCE AND QUALITY OF THE SOFTWARE REMAINS SOLELY WITH YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BOSON, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE (OR EXPAND UPON) ANY WARRANTY BEYOND THAT PROVIDED ABOVE, AND YOU MAY NOT RELY UPON ANY SUCH INFORMATION OR ADVICE.

BOSON’S EXCLUSIVE AND MAXIMUM LIABILITY FOR ANY CLAIM BY YOU OR ANYONE CLAIMING THROUGH OR ON BEHALF OF YOU ARISING OUT OF YOUR ORDER, DOWNLOAD, INSTALLATION, OR USE OF (OR INABILITY TO USE) THE SOFTWARE SHALL NOT UNDER ANY CIRCUMSTANCE EXCEED THE ACTUAL AMOUNT PAID BY YOU TO BOSON FOR THE SOFTWARE LICENSE GRANTED HEREUNDER OR $100, WHICHEVER IS GREATER.  IN NO EVENT SHALL BOSON (NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE) BE LIABLE TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH OR ON BEHALF OF YOU FOR ANY INDIRECT, INCIDENTAL, COLLATERAL, EXEMPLARY, CONSEQUENTIAL, OR SPECIAL DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, PROFITS, BUSINESS INTERRUPTION, GOODWILL, OR SAVINGS, OR ANY LOSS OF DATA, FILES, INFORMATION OR PROGRAMS STORED BY YOU) ARISING UNDER THIS LICENSE OR OUT OF YOUR ORDER, DOWNLOAD, INSTALLATION OR USE OF (OR INABILITY TO USE) THE SOFTWARE DELIVERED TO YOU, EVEN IF BOSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

PLEASE READ CAREFULLY. THE FOLLOWING LIMITS SOME OF YOUR RIGHTS, INCLUDING THE RIGHT TO BRING A LAWSUIT IN COURT.  By accepting this License, both You and Boson agree that all claims or disputes between us of any nature whatsoever arising out of or in any way related to the Software or this License Agreement will be submitted to binding arbitration if demanded by either party. The arbitration will be handled by the American Arbitration Association and governed by its rules. This License requiring arbitration (if demanded) is still fully binding even if a class action is filed in which You would be a class representative or member. You and Boson agree that the arbitration of any dispute or claim between us will be conducted apart from all other claims or disputes of other parties and that there will be no class or consolidated arbitration of any claims or disputes covered by this License. The parties also agree that this License does not affect the applicability of any statute of limitations.

Restricted Rights. If the Software is acquired by or for the U.S. Government, then it is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government 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, or subparagraphs (c)(1) and (2) of the Commercial Computer Software Act—Restricted Rights at 48 CFR 52.227-19, or clause 18-52.227-86(d) of the NASA Supplement to the FAR, as applicable. The contractor/manufacturer is Boson Software, LLC, 25 Century Boulevard, Suite 401, Nashville, Tennessee 37214-3679.

Submissions. Should You decide to transmit to Boson’s website by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, You agree such submissions shall be unrestricted and shall be deemed non-confidential, and concurrent with making any such submission, You grant Boson and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

General. This License shall be interpreted and governed by the laws of the State of Tennessee without regard to the conflict of laws and provisions of such state, and any arbitration or legal action relating to this License shall be brought in the appropriate forum located in Davidson County, Tennessee, which venue and jurisdiction You agree to submit to, and the prevailing party in any such action shall be entitled to recover reasonable attorneys’ fees and expenses as part of any judgment or award. The pursuit by Boson of any remedy to which it is entitled at any time shall not be deemed an election of remedies or waiver of the right to pursue any of the other remedies to which Boson may be entitled. THIS LICENSE IS THE ENTIRE AGREEMENT BETWEEN US AND SUPERSEDES ANY OTHER COMMUNICATION, ADVERTISEMENT OR UNDERSTANDING WITH RESPECT TO THE SOFTWARE. If any provision of this License is held invalid or unenforceable, the remainder shall continue in full force and effect. All provisions of this License relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Boson’s ownership of the Software and other proprietary rights shall survive any termination of this License.

SULA.NetSim.20220214