END USER LICENSE AGREEMENT (EULA)

 

Please read this End-User License Agreement (“EULA”) carefully before clicking the “I Agree” button, downloading or using RapidDox.

 

By clicking the “I Agree” button, downloading or using RapidDox, you are agreeing to be bound by the terms and conditions of this EULA.

 

If you do not agree to the terms of this EULA, do not click on the “I Agree” button and do not download or otherwise use Rapid.

 

Introduction

 

This EULA is a legal agreement between Factual Soft Company LLC and the customer that has downloaded or otherwise procured the licensed Software (as defined below) for use as an end user (“You”). This EULA applies only to the Software and services referenced herein.

 

Definitions.

 

“Annual Maintenance” refers to ongoing maintenance, updates, and other support services related to RapidDox that Factual Soft providers to users when purchased and subscribed to by users.

 

“Affiliate” means each legal entity that is directly or indirectly controlled by you on or after the date of purchase and for so long as such entity remains directly or indirectly controlled by you (where “controlled” means the ownership of, or the power to vote, directly or indirectly, a majority of any class of voting securities of a corporation or limited liability company, or the ownership of any general partnership interest in any general or limited partnership).

 

“Contractor” means those independent third parties who perform services for you in connection with this EULA, but solely to the extent they are acting on your behalf.

 

“Documentation” means any supporting product help and technical specifications documentation provided to you by Factual Soft with the Software. Documentation does not include white papers, community forums, training videos, tutorials, or other similar resources which may be made available for your convenience.

 

“Software” means Factual Soft’s desktop application titled “RapidDox” provided in connection with this EULA. More Specifically, RapidDox is a desktop application that works seamless with Tableau workbooks and dashboards to help users enrich their documentation with graphics, customize their documentation templates, and export their documentation in multiple forms. The RapidDox application helps users analyze, automate, and standardize their documentation. “Software” shall also include any support and maintenance services, including Annual Maintenance packages purchased by users, in connection with RapidDox.

 

  1. Grant of License.

 

  1. Subject to all of the terms and conditions of this EULA, Factual Soft grants to you and you accept a limited, worldwide, non-transferable, non-sublicensable, non-exclusive license (the “License”) to use the Software in accordance with the Documentation and the restrictions set forth in this EULA. You may allow your Contractors and Affiliates to use the Software in accordance with this EULA, provided you shall remain liable for all acts and omissions of your Affiliates and Contractors as if their acts or omissions were your own.

 

  1. Your rights in, and to make use of, the Software are limited to those expressly granted in this Section 1. You will make no other use of the Software. Except as expressly licensed in this Section, Factual Soft grants you no other rights or licenses, by implication, estoppel or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY FACTUAL SOFT.

 

  1. Limitations on Use.

 

You shall not (and shall not allow any Affiliate, Contractor, or other third party), to: (a) decompile, disassemble, or otherwise reverse engineer  the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces   of the Software by any means  whatsoever (except and   only to  the extent that applicable law prohibits  or restricts reverse engineering restrictions); (b) distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof)  or Documentation for time sharing, hosting, service provider or like purposes;   (c) remove any product  identification, proprietary, copyright or other notices contained  in the Software and Documentation; (d)  modify, adapt, create a  derivative work  of, merge or translate any part of the Software or Documentation, or  incorporate the  Software or Documentation into or with   other software, except to the extent expressly authorized in writing by Factual Soft (e) publicly disseminate performance   information or analysis (including, without limitation, benchmarks) from  any source relating to the Software; (f) utilize any equipment, device, software, or  other means designed to circumvent or remove any form of copy protection used by Factual Soft in connection with the Software, or use the Software together with any copy protection device not supplied by Factual; (g) use the Software or Documentation as a component of, as a base for, or to develop a product which is competitive with any products and services offered by Factual Soft; (h) use the Software to develop a product that converts any Factual Soft file format to an alternative report file format used by  any  general-purpose  report  writing,  data  analysis  or  report  delivery  product  that  is  not  the  property  of  Factual Soft. You may not copy, rent, lease, sell, sublicense, assign, loan, time-share or otherwise transfer or distribute copies of the Software or Documentation, except as expressly set forth in Section 1.

 

  1. Ownership

 

The Software and Documentation are and will remain the sole and exclusive property of Factual Soft, including all rights title and interest therein (including, without limitation, all patent, copyright, trademark, trade secret, and other intellectual property rights). You are not granted any rights in the Software or Documentation other than the license rights expressly set forth in Section 1. All rights in the Software and Documentation not expressly granted in this EULA are reserved to Factual Soft.

 

  1. Payment

 

You shall pay all fees associated with the Software licensed, including any subscriptions for Annual Maintenance and any other services purchased hereunder. All payments shall be made in United States Dollars (USD) in the amounts listed on the purchase order page. Factual Soft shall not held responsible for any currency fluctuations incurred when receiving or sending payments in foreign currencies. Except as expressly set forth in our Refund Policy located at https://factualsoft.com/refund-policy/, all fees are non-refundable once paid.

 

  1. Term and Termination

 

  1. This EULA shall remain in effect until terminated as set forth herein. Factual Soft may terminate this EULA at any time, for any reason, upon providing thirty (30) days written notice to you. This EULA will terminate immediately, without prior notice from Factual Soft, in the event that you fail to comply with any provision of this EULA. You may also terminate this EULA by deleting the Software and all copies thereof from your desktop.

 

  1. Upon any expiration or termination of this EULA, you shall cease any and all use of the Software, delete all copies of the Software from your desktop, and immediately pay any outstanding fees due hereunder. Your license to the Software shall expire upon the termination of this EULA.

 

  1. Support Services

 

  1. If you have purchased an Annual Maintenance subscription with the license for RapidDox, Factual Soft will provide email, and or web-based support for the Software. Factual Soft will make commercial reasonable efforts to solve or by-pass reported errors for the Software. Factual Soft may provide temporary fixes, procedures or routines for such errors until a permanent solution is made available.

 

  1. Factual Soft is not obligated to provide support services in the following situations: (1) the Software has been changed, modified or damaged (except if under the direct supervision of Factual soft); (2) the error is caused by your negligence, hardware malfunction or other causes beyond the reasonable control of Factual Soft; (3) the error is caused by third party software not licensed through Factual Soft; or (4) you have not paid fees due hereunder. Factual Soft is not obligated to provide support services for software code written by yourself based on the Software.

 

  1. Confidential Information

 

You acknowledge that you may obtain proprietary and confidential information relating to the Software, Documentation, and/or Factual Soft, including, but not limited to, code, technology, know-how,  ideas, algorithms, testing procedures, structure, interfaces, specifications, documentation, bugs, problem reports,  analysis  and  performance  information,  and  other  technical,  business,  product,  and  data  (“Confidential  Information”). You shall not disclose Confidential Information to any third party or use Confidential Information for any purpose  other  than  the  use  of the  Software and Documentation  as  licensed  under  this EULA. You further agree that a  breach  of this  provision  will  cause  irreparable  harm to Factual Soft for which it will  have no adequate remedy  at  law,  and  therefore  it shall be  entitled  to  obtain injunctive relief to restrain  violations  of  this  Section 7,  in addition to any  other remedies they may have at law or equity.

 

  1. Disclaimer of Warranties

 

  1. The Software is provided “as is.” Factual Soft does not make any warranties, conditions or undertakings, express or implied, statutory or otherwise, with respect to the Software, Documentation, or any other services provided by Factual Soft. All other warranties are disclaimed with respect to the Software, Documentation, or other services provided by Factual Soft, including but not limited to warranties of title, merchantability, fitness for a particular purpose or noninfringement. Some jurisdictions do not allow the exclusion of implied warranties or limitations. You may have other statutory rights. However, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to thirty (30) days from the date you purchase the Software.

 

  1. YOU MUST DETERMINE WHETHER THE SOFTWARE SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE TO MEET YOUR REQUIREMENTS. FCTUAL SOFT WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.

 

  1. Limitation of Liability

 

FACTUAL SOFT’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE LICENSE FEE PAID BY YOU TO FACTUAL SOFT FOR THE SOFTWARE. IN NO EVENT WILL FACTUAL SOFT BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT FACTUAL SOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS EULA IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation(s) or exclusion(s) may not apply to you.

  1. Export Compliance.

 

You acknowledge that the Software is subject to United States export control and economic sanctions laws, regulations, and requirements, and to import laws, regulations, and requirements of foreign governments. You agree that (1) all use, exports, and imports related to this EULA will be in compliance with these laws and regulations and (2) you shall not allow any third party to export, re-export, or transfer any part of Software in violation of these laws and regulations. The foregoing obligations include but are not limited to you or a third party exporting, transferring, or importing the Software to: (a) to any country subject to export control embargo or economic sanctions implemented by any agency of the U.S. or foreign governments; (b) any person or entity on any of the U.S. Government’s Lists of Parties of Concern or applicable international specially-designated parties or economic sanctions programs; (c) to any end-user for any known end-use related to the proliferation of nuclear, chemical or biological weapons or missiles, without first obtaining any export license or other approval that may be required by any U.S. Government agency having jurisdiction with respect to the transaction; or (d) otherwise in violation of any export or import laws, regulations or requirements of any United States or foreign agency or authority.

 

  1. Government End-Users

 

The Software is commercial computer software. If the user or licensee of the Software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this EULA in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use of the Software is prohibited.

 

  1. Privacy Policy

 

Your use of the Software is subject to Factual Soft’s Privacy Policy, which can be found at ____________.

 

  1. Governing Laws

 

This EULA shall be governed by and construed in accordance with the laws of Texas, excluding its conflict of law provisions. The parties both agree to submit to the exclusive jurisdiction of the courts of Texas.

 

  1. Arbitration

 

Any dispute, claim or controversy arising out of this EULA will be settled by arbitration in DFW, Texas. Such arbitration shall be conducted in accordance with the rules of the American Arbitration Association. The party requesting arbitration shall serve upon the other party a notice demanding arbitration and a description of the issue or issues to be arbitrated. Any award issued as a result of the arbitration may be entered as a final judgment or order in any court of competent jurisdiction and enforced accordingly. Notwithstanding this provision, the aggrieved party shall be entitled to injunctive and/or equitable relief in a court of competent jurisdiction. All costs and expenses of the arbitration, including reasonable attorney fees, shall be allocated among the parties as determined by the arbitrator.

 

  1. Severability

 

If any provision of this EULA shall be held to be invalid or unenforceable, the remainder of this EULA shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.

 

  1. Entire Agreement

 

This EULA is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications and understandings (both written and oral) regarding such subject matter hereof. If there is a conflict between this EULA and the Terms and Conditions governing Factual Soft’s website, this EULA shall govern.

 

  1. Relationship of Parties

 

The parties to this EULA are independent contractors, and neither has the power to bind the other or to incur obligations on the other’s behalf.

 

  1. No Waiver

 

No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of such rights.

 

  1. Assignment

 

This EULA will bind and inure to the benefit of each party’s permitted successors and assigns. You may not assign or transfer this EULA, in whole or in part, without Factual Soft’s written consent. Any attempt to transfer or assign this EULA without such written consent will be null and void.

 

  1. Amendments

 

No supplement, modification, or amendment of this EULA shall be binding, unless executed in writing by a duly authorized representative of each party to this EULA.