End User License Agreement (EULA) and Limited Warranty

  1. AGREEMENT: This is a legal agreement (“Agreement,” “EULA”) between you (“you” or “your”) and Need to Know, LLC, or its appropriate affiliate (“Need to Know,” “we, ” “us,” or “our”). Use of our product(s) and any updates thereto purchased, licensed, or otherwise validly obtained by you (the “Product(s)”), and/or the Software (as defined below) (collectively, the “System”), constitutes your acceptance of this Agreement. As used herein, the term “Software ” means the Need to Know, LLC owned software, including but not limited to the Need to Know App product, provided in object code or scripting language format, and this Agreement does not address any third-party or free or open source software separately licensed to you (“Third Party Software”). If you do not agree to this Agreement, you shall promptly cease any and all use of or access to the Product(s).
  2. LICENSE: Subject to the terms and conditions of this Agreement (including payment), we hereby grant you a nonexclusive, nontransferable license to access and use the Product(s), provided solely for use by a single user per license, and the accompanying documentation (“Documentation”) for your internal business purposes. The Software and any authorized copies are owned by us and are protected by law, including without limitation the copyright laws and treaties of the U.S.A. and other countries. Evaluation versions of the Product(s) may be subject to a time-limited license and/or license key. Registration of the Product(s) is a requirement for licensed use. Licensed use of the Product(s) shall also be subject to Need to Know’s Privacy Policy which can be found at: https://getneedtoknow.com/privacy-policy/.
  3. RESTRICTIONS; ACCEPTABLE USE: You (and your employees and contractors) shall not attempt to reverse engineer, disassemble, modify, translate, create derivative works of, rent, lease (including use on a timesharing, applications service provider, service bureau or similar basis), loan, distribute, sublicense or otherwise transfer the System, in whole or part except to the extent otherwise permitted by law. Results of any benchmark or other performance tests may not be disclosed to any third party without our prior written consent. Title to and ownership of the Software and Documentation, and all copyright, patent, trade secret, trademark, and other intellectual property rights in the System, shall remain our or our licensors’ property. You shall not remove or alter any copyright or other proprietary rights notice on the System. We reserve all rights not expressly granted. You further agree not to use, and not to encourage or allow any Client or End User to use, the Product(s) in the following prohibited ways:
    1. Using the Product(s) to commit or encourage any illegal, fraudulent, abusive, or other activities; or
    2. Using the Product(s) in a manner that is prohibited by or inconsistent with this EULA or any purchased license agreement under which this EULA is presented.
  4. LIMITED WARRANTY:
    1. Limited Warranty. We warrant to you that, commencing on your receipt of a Product and terminating 30 days thereafter, the Product will perform substantially in accordance with its then-current appropriate Documentation.
    2. Remedies. If the Software fails to comply with such warranty during such period, as your sole remedy, you must return the same in compliance with our product return policy, and we shall, at our option, repair or replace the Software, provide a workaround, or refund the fees you paid. Replacements are warranted for the original System’s remaining warranty period.
    3. Exclusions. EVALUATION SOFTWARE IS LICENSED ON AN AS-IS BASIS AND SUBJECT TO 4(d). We will have no obligation under this limited warranty due to: (i) negligence, misuse or abuse of the System upon which the software is installed, such as unusual physical or electrical stress, misuse or accidents; (ii) use of the Software other than in accordance with the Documentation; (iii) modifications, alterations or repairs to the Software made by a party other than us or our representative; (iv) the combination, operation or use of the Software with equipment, devices, or data not approved by us; (v) any third party hardware or Third Party Software, whether or not provided by us.
    4. Disclaimers. WE SPECIFICALLY DISCLAIM, ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR ELSEWHERE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so such exclusions may not apply to you. In that event, such implied warranties or limitations are limited to 60 days from the date you licensed the Product(s) or the shortest period permitted by applicable law, if longer. This warranty gives you specific legal rights and you may have other rights which vary from state to state.
  5. LIMITATION OF LIABILITY:
    WE AND OUR AFFILIATES, SUPPLIERS, LICENSORS, OR SALES CHANNELS (“REPRESENTATIVES”) SHALL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST REVENUES, PROFITS OR SAVINGS, OR THE COST OF SUBSTITUTE GOODS, HOWEVER CAUSED, UNDER CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. NOTWITHSTAN DING ANY OTHER PROVISIONS OF THIS AGREEMENT, WE AND OUR REPRESENTATIVES’ TOTAL LIABILITY TO YOU ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL BE LIMITED TO THE TOTAL PAYMENTS TO US UNDER THIS AGREEMENT FOR THE SOFTWARE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DEATH OR PERSONAL INJURY TO PERSONS OR TANGIBLE PROPERTY IN ANY JURISDICTION WHERE APPLICABLE LAW PROHIBITS SUCH LIMITATION. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR SOFTWARE, DATA AND FILES, AND HEREBY RELEASE US AND OUR REPRESENTATIVES FROM ANY LIABILITY OR DAMAGES DUE TO THE LOSS OF ANY SUCH SOFTWARE, DATA OR FILES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH EXCLUSIONS MAY NOT APPLY TO YOU.
  6. CONFIDENTIALITY: Information in the Software and any associated media, as well as the structure, organization and code of the Software, are proprietary to us and contain valuable trade secrets developed or acquired at great expense to us or our suppliers. You shall not disclose to others or utilize any such information except as expressly provided herein, except for information (i) lawfully received by the user from a third party which is not subject to confidentiality obligations; (ii) generally available to the public without breach of this Agreement; (iii) lawfully known to the user prior to its receipt of the Software; or (iv) required by law to be disclosed.
  7. SUPPORT: Updates, upgrades, fixes, maintenance or support for the Software (an “Upgrade “) after the limited warranty period may be available at separate terms and fees from us. Any Upgrades shall be subject to this Agreement, except for additional or inconsistent terms we specify. Upgrades do not extend the limited warranty period.
  8. TERMINATION: The term of this Agreement shall continue for the term of the purchased license for the Product(s) unless terminated in accordance with this Section or by the terms of the purchased license pursuant to which this EULA is provided. We may terminate this Agreement at any time upon default by you of the license provisions of this Agreement or the purchased license pursuant to which this EULA is provided, lack of payment, or any other material default by you of this Agreement not cured within thirty (30) days after written notice thereof. You may terminate this Agreement any time by terminating use of the Software. Except for the first sentence of Section 2 (“License “) and for Section 4(a) (“Limited Warranty”), all provisions of this Agreement shall survive termination of this Agreement. Upon any such termination, you shall certify in writing such termination and non-use to us.
  9. EXPORT CONTROL: You agree that the Products and/or Software will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations (the “Export Laws”). You will indemnify, defend and hold us harmless from any and all claims arising therefrom or relating thereto. In addition, if the Products or Software are identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Syria, Cuba, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to the Products and/or Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
  10. U.S. GOVERNMENT RIGHTS: The Software and the documentation which accompanies the Software are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software ” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government as end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
  11. GENERAL: You shall not assign, delegate or sublicense your rights or obligations under this Agreement, by operation of law or otherwise, without our prior written consent, and any attempt without such consent shall be void. Subject to the preceding sentence, this Agreement binds and benefits permitted successors and assigns. This Agreement is governed by Georgia law, without regard to its conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods is disclaimed. If any claim arises out of this Agreement, the parties hereby submit to the exclusive jurisdiction and venue of the federal and state courts located in Fulton County, Georgia. In addition to any other rights or remedies, we shall be entitled to injunctive and other equitable relief, without posting bond or other security, to prevent any material breach of this Agreement. We may change the terms, conditions and pricing relating to the future licensing of our Software and other intellectual property rights, including this Agreement, from time to time. No waiver will be implied from conduct or failure to enforce rights not effective unless in writing signed on behalf of the party against whom the waiver is asserted. If any part of this Agreement is found unenforceable, the remaining parts will be enforced to the maximum extent permitted. There are no third-party beneficiaries to this Agreement. We are not bound by additional and/or conflicting provisions in any order, acceptance, or other correspondence unless we expressly agree in writing. This Agreement is the complete and exclusive statement of agreement between the parties as to its subject matter and supersedes all proposals or prior agreements, verbal or written, advertising, representations or communications concerning the Software, with the sole exception of such other license agreements entered into between the parties under which this EULA is presented. Every reasonable attempt has been made to comply with all licensing requirements for all components used in the system. Any oversight is unintentional and will be remedied if brought to the attention of Need to Know at getneedtoknow@gmail.com.