Terms & Condition

MATHEMATICA INC. QCIT LICENSE AGREEMENT

This QCIT License Agreement (“License Agreement”) is a legal agreement between the individual or entity (“Licensee”) purchasing the License to use the QCIT Product and Mathematica. “Licensee” means only the individual or entity whose authorized acceptance appears below as evidence of agreement to the License Agreement terms below.

NOTE:

For purposes of clarification, the QCIT Product is being licensed (not sold) to the Licensee (the “License”).

Mathematica has an exclusive license from the U.S. Department of Health and Human Services to reproduce, prepare derivative works, distribute copies to the public, and administer publicly and display publicly the Quality of Care for Infants and Toddlers observation tool and associated materials(formerly known as the Quality of Caregiver-Child Interactions for Infants and Toddlers, or Q-CCIIT) (the “QCIT”). Except as otherwise expressly provided herein, nothing in this Agreement grants Licensee or Licensed Users (as defined below) any right, title, interest, or license in or to the QCIT or the QCIT Product.

This License Agreement contains product-specific terms for the following: QCIT Observer Certification Training (OCT) (Section VI.), QCIT Training of Trainers (TOT) (Section VII.), QCIT Program Certification and Recertification Exam (Section VIII.), QCIT Rating Form for Observations (Section IX.), and QCIT User Guide (Section X.). Users of any/all of the aforementioned products must also abide by the terms outlined in the corresponding subsections.

LICENSEE MUST READ THIS LICENSE AGREEMENT CAREFULLY BEFORE INDICATING ACCEPTANCE AT THE END BY MARKING THE “I AGREE” CHECKBOX. THE INDIVIDUAL ACCEPTING THIS LICENSE AGREEMENT REPRESENTS THAT SUCH INDIVIDUAL IS DULY AUTHORIZED TO ENTER INTO AND BIND LICENSEE TO THIS LICENSE AGREEMENT.

I. QCIT Products
The version of the QCIT (as such term is defined in Section II below) training, program, tool or associated materials (including, but not limited to documents, videos, user guides, rating forms, administrations exam sheets, etc.) and any updates to the aforementioned made available by Mathematica and purchased by Licensee, whether in hard copy, electronic publication, or any other medium, and any related documentation, including, but not limited to, the user’s guide, unless provided under the terms of a separate license agreement (collectively and individually, as applicable, the “QCIT Product”).  Upon accessing the QCIT Product, the Licensee is deemed to have accepted the License subject to the terms and conditions of this License Agreement. Licensee may need additional software to use the QCIT Product, and Mathematica is not responsible for such additional software.

II. License Grant
Mathematica hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable License to use the QCIT Product, in accordance with the terms of this License Agreement, and solely for internal, non-commercial purposes. As applicable, the QCIT Product is licensed for the number of Licensed Users or specified product uses for which a Licensee has paid the applicable fee. “Licensed Users” means individuals who may access and use the Product on behalf of the Licensee, when the Licensee is an entity, organization or association. A Licensed User must be using the QCIT Product under the License and solely on behalf of the Licensee. A Licensed User may not be an agent or consultant of a Licensee without Mathematica’s prior consent. Unauthorized internal distribution of the QCIT Product and materials therein – beyond the number of licenses purchased by Licensee – is prohibited. Licensees desiring broader internal distribution of the QCIT Product must purchase additional Licensed Users or product use permissions via the QCIT website.

The License grants the Licensee, and, if applicable, its Licensed Users, the right to access and use the QCIT Product as outlined herein. The License is not transferable or sublicensable from Licensee to any other person or entity, organization or association. Except for the Licensee, and, if applicable, the authorized Licensed Users, each person, entity, organization or association, including agents and consultants of the Licensee, is required to separately purchase a license to obtain and access the QCIT Product.

Any Licensee contemplating use beyond the limited use set forth above or elsewhere in this License Agreement must contact Mathematica by submitting a request through QCIT@mathematica-mpr.com to discuss the need for a tailored license.

III. License Restrictions
Licensee may not itself or permit others, including Licensed Users to:

1. Use the QCIT or the QCIT Product in any way that violates any applicable federal, state, or local law and/or regulation.
2. Use the QCIT or the QCIT Product or any portion thereof for any purpose other than as specifically set forth in this License Agreement;
3. Distribute, sublicense or copy the QCIT or the QCIT Product in any format, including, but not limited to, other print or electronic publication service or product (however, Licensee may, as is reasonably required, make copies of the relevant QCIT Product materials for Licensed Users or for Licensee’s own personal use and distribute the relevant QCIT Product materials to Licensed Users for which Licensee has purchased a License);
4. Decompile, disassemble the QCIT or the QCIT Product, analyze or otherwise examine the QCIT or QCIT Product for the purpose of reverse engineering;
5. Delete or in any manner alter any notices, disclaimers or other legends contained in the QCIT or the QCIT Product or appearing on any screens, documents or other materials obtained through use of the QCIT or the QCIT Product;
6. Reproduce, republish, upload, post, or transmit the QCIT or the QCIT Product, or any portion thereof, or facilitate or permit any third party to do so;
7. Modify or prepare derivative works from the QCIT or the QCIT Product;
8. Use any device or software to interfere or attempt to interfere with the proper operation of the QCIT or the QCIT Product, including the introduction of any viruses, Trojan horses, worms, logic bomb, or other malicious material and/or technology;
9. Ship, transmit, transfer or export the QCIT Product into any country or use the QCIT or the QCIT Product in any manner prohibited by United States export laws, restrictions or regulations;
10. Transmit the QCIT or the QCIT Product electronically or allow access to the QCIT or the QCIT Product over a network or a public computer-based information system which permits access to a greater number of users than licensed by Licensee;
11. Use the QCIT or the QCIT Product in multiple computer or multiple user arrangements which permits access to a greater number of users than licensed by Licensee;
12. Rent, lease, or distribute or otherwise transfer possession of any copy of the QCIT or the QCIT Product to any third party; or
13. Use the QCIT or the QCIT Product in a manner that violates use restriction(s) contained elsewhere in this License Agreement.

Use of the QCIT or the QCIT Product for any purpose other than what is set forth in this License Agreement is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

IV. Confidentiality Acknowledgment

Licensee recognizes and acknowledges that the QCIT and the QCIT Product contain confidential and/or proprietary information (“Confidential Information”). Licensee agrees that Confidential Information (a) be received and maintained in strict confidence, (b) be used only for the purposes permitted under this License Agreement, and (c) not be disclosed (except as otherwise permitted herein or required by law or legal process) to any third party for any reason or purpose whatsoever without the express prior written consent of Mathematica.

V. Copyright Notice Required
The QCIT Product contains proprietary and copyrighted information, and notice to that effect, must appear on all authorized copies of the Product made by Licensee under this License Agreement.

VI. QCIT Observer Certification Training (OCT) Terms of Use (If Applicable)

If Licensee purchase(s) a License to the QCIT Observer Certification Training (“QCIT OCT”), provided either by Mathematica or a third-party partner trainer certified by Mathematica, the additional terms and conditions of this Section VI. set forth below also apply. In the event of a conflict with any other terms of the License Agreement, Section VI. shall control solely regarding the QCIT OCT.

Mathematica, or the third-party partner trainer approved by Mathematica, will provide QCIT OCT to Licensee or Licensed Users that register for the QCIT OCT (each a “Participant”). For purposes of clarification, a third-party partner providing QCIT OCT may only provide QCIT OCT within their organization. Participant acknowledges that part of the QCIT OCT will involve the viewing of videos showing QCIT in practice (“QCIT Videos”). These videos will be provided through an online learning management system. Participant recognizes the confidential nature of the QCIT Videos and that Participant will use a password to view such videos. Participant agrees not to share the password with any other person. If Participant has reason to believe that someone has learned this password, Participant will contact Mathematica to have the password changed as soon as possible (please send requests by email to QCIT@mathematica-mpr.com).

Participant agrees that the QCIT Videos and any other QCIT materials provided during the QCIT OCT (“Training Materials”) are only for use in connection with Participant’s training (informational and personal use only). Participant further agrees not to download, record, reproduce, modify or otherwise use the QCIT Videos or Training Materials in any other manner, or distribute or allow any person who has not been authorized by Mathematica to view the QCIT Videos or Training Materials at any time. Use for any other purpose is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

Participant acknowledges that that by registering for the QCIT OCT, Participant is consenting to the processing and transfer of certain of personal data concerning the QCIT OCT to and by Mathematica. This processing and transfer of data is necessary in order to register and complete training activities. If Participant is located outside of the United States, please note that the personal data provided to Mathematica or entered into the site will be transferred to the United States, the laws of which may not protect Participant’s privacy to the same extent as the laws of Participant’s home country. Further, if requested by Participant, Mathematica will report certification results to Participant.

Cancellation of the QCIT OCT is subject to the Client Cancellation and Transfer Policies  made available to Participant when purchasing a License to the QCIT OCT. Any questions with respect to cancellation or transfer of QCIT OCT should be directed to QCIT@mathematica-mpr.com.

The terms in this Section VI. supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the QCIT OCT product, including the terms in Participant purchase orders.

VII.  QCIT Training of Trainers (TOT) Terms of Use (If Applicable)

If Licensee purchase(s) a License to the QCIT Training of Trainers program provided by Mathematica (“QCIT TOT”), the additional terms and conditions of this Section VII. set forth below also apply. In the event of a conflict with any other terms of the License Agreement, Section VII. shall control solely regarding the QCIT TOT.

Mathematica will provide the QCIT TOT to Licensee or Licensed Users that register for the QCIT TOT (each a “Participant”) to train Participant in the QCIT and QCIT OCT (as defined above). Mathematica further grants Participant a limited license to train other individuals within Participant’s organization (each a “Participant’s Organization”), as identified to Mathematica, in the QCIT.

Mathematica’s obligations with respect to the QCIT TOT are as set forth below. Mathematica shall:

• Train Participant at times and places designated by Mathematica, in its sole discretion;
• Grant to Participant a one year QCIT OCT Trainer Certification upon Participant’s successful completion of the QCIT TOT program certification exam, which one year period shall be deemed to run from date of certification to the first anniversary of the date of certification (subject to early termination as specified below); and
• Grant to Participant a non-exclusive, non-transferable limited license to use the Training Materials received at the QCIT TOT program to train other employees of the Participant’s Organization (and only individuals who are employees of the Participant’s Organization) for so long as, and only so long as, Participant maintains Participant’s QCIT OCT Trainer Certification according to Mathematica’s requirements.

Participant and Participant’s Organization obligations with respect to the QCIT TOT are as set forth below. Participant or Participant’s Organization, as applicable, shall:

• Facilitate only the QCIT OCT program, do so only within the Participant’s Organization, and not provide QCIT training or the QCIT OCT program to individuals or groups outside of the Participant’s Organization without prior written permission by Mathematica;
• Contact Mathematica for approval to continue training if Participant changes organizations
• Not charge any fees to deliver the QCIT OCT program;
• Communicate with Mathematica before any QCIT OCT Program is officially scheduled in order to:
  1. Request an online QCIT OCT program course, noting the specific dates of training;
  2. Arrange registration and payment for Participant’s Organization trainees to access QCIT OCT program and QCIT materials and to have QCIT OCT program exams processed; and
  3. Provide Participant’s Organization trainees’ information so that online QCIT OCT program accounts can be created and tracked for reliability purposes;

• Facilitate the QCIT OCT program and exams in the manner described in the QCIT TOT Program without modifying the content for any other purpose unless approved in advance and in writing by Mathematica;
• Assure all Participant’s Organization trainees are trained in accord with the most current standards, processes, and materials provided by Mathematica;
• Not copy, sublicense or otherwise distribute any Training Materials or written, electronic, or printed materials provided by Mathematica (this material is copyrighted, and Participant agrees to observe all copyright laws and restrictions in this Agreement governing its use; however, Participant may make copies of the relevant training materials and distribute to Participant’s Organization trainees and make a copy of the Training Materials for Participant’s own personal use);
• Use video footage provided by Mathematica within the QCIT OCT program only and not copy or sublicense such video, or use videos for any other purpose (this video is copyrighted, and Participant agrees to observe all copyright laws and restrictions in this Agreement governing its use); and
• Hold the QCIT OCT program, QCIT TOT program, Training Materials and other information or materials provided to Participant or obtained by Participant in connection with the QCIT TOT program or QCIT OCT program in confidence and never to disclose such information to any third party, except in connection with Participant’s facilitation of the QCIT OCT program in accordance with the terms hereof.

Participant and Participant’s Organization acknowledge that Mathematica reserves the right to terminate Participant’s QCIT OCT Trainer Certification if Participant fails to comply with any of the terms and conditions set forth in this Agreement. Upon the termination of this Agreement, Participant will cease providing the QCIT OCT program.

Participant acknowledges that if successful on the QCIT TOT program certification, Participant’s QCIT OCT Trainer Certification is valid for one year from the date of certification (subject to early termination). At the end of this period, Participant must recertify if Participant intends to continue to facilitate the QCIT OCT program.

Participant further acknowledges that that by registering for the QCIT TOT, Participant is consenting to the processing and transfer of certain personal data concerning the QCIT TOT to and by Mathematica. This processing and transfer of data is necessary in order to register and complete training activities. If Participant is located outside of the United States, please note that the personal data provided to Mathematica or entered into the site will be transferred to the United States, the laws of which may not protect Participant’s privacy to the same extent as the laws of Participant’s home country.

Cancellation of the QCIT TOT is subject to the Client Cancellation and Transfer Policies made available to Participant when purchasing a License to the QCIT TOT. Any questions with respect to cancellation or transfer of QCIT TOT should be directed to QCIT@mathematica-mpr.com.

The terms in this Section VII. supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the QCIT TOT product, including the terms in Participant or Participant’s Organization purchase orders.

VIII.  QCIT Program Observer and Trainer Certification and Recertification Exam Terms of Use (If Applicable)

If Licensee or Licensed Users purchase(s) a License to the QCIT exam, either as a first-time exam-taker (Certification) or to maintain status as a QCIT observer or trainer (Recertification) (the “QCIT Exam”), the additional terms and conditions of this Section VIII. set forth below also apply.

This Section VIII. shall also apply in instances where Licensee or Licensed Users access the QCIT Exam through the purchase of another QCIT Product. In the event of a conflict with any other terms of the License Agreement, Section VIII. shall control solely regarding the QCIT Exam.

Mathematica will provide access to the QCIT Exam and, if applicable, supplemental exam materials (including but not limited to the QCIT) (“Exam Materials”) to Licensee or Licensed Users that purchase a License for the QCIT Exam (each a “Participant”).

In registering for the QCIT exam Participant and Participant’s Organization understand and acknowledge that:

• Certification status expires one year from the previous QCIT Exam;
• Participant may take the QCIT Exam no earlier than 8 weeks prior to the expiration of Participant’s certification status;
• Participant has up to 3 opportunities to pass the QCIT Exam;
• If Participant does not pass the QCIT Observer Exam following 16 weeks after the expiration of Participant’s certification status, Participant’s will need to register for the QCIT OCT and pass the QCIT Exam at the conclusion of QCIT OCT in order to recertify; and
• Access to the QCIT Exam expires if Participant does not pass after 3 attempts or 16 weeks expiration of their certification status, whichever is sooner.

Participant acknowledges that part of the QCIT Exam will involve the viewing of QCIT Videos (as defined in Section V.). which will be provided through an online learning management system. Participant recognizes the confidential nature of the QCIT Videos and that Participant will use a password to view such videos. Participant agrees not to share this password with any other person. If Participant has reason to believe that someone has learned this password, Participant will contact Mathematica to have the password changed as soon as possible (please send requests by email to QCIT@mathematica-mpr.com).

Participant understand that in order to become a certified QCIT observer or trainer, and to maintain such certification, Participant must pass certification and recertification exams. To maintain the quality of QCIT Products and the integrity of the QCIT itself, Participants must complete these exams independently. By registering for the QCIT Exam, each Participant certifies and represents that any certification or recertification exam will be completed independently, that the Participant will not, in any manner, confer or collaborate with other Participants or third parties when completing an exam, and that the Participant will not permit any other Participant or third party to falsely complete an examination under their name. Each Participant understands and acknowledges that a violation of the aforementioned, or any false, misleading, or fraudulent activity committed by the Participant, may result in the invalidation of their examination scores.

Participant further acknowledges that that by registering for the QCIT Exam, Participant is consenting to the processing and transfer of certain of personal data concerning the QCIT Exam to and by Mathematica. This processing and transfer of data is necessary in order to register and complete training activities. If Participant is located outside of the United States, please note that the personal data provided to Mathematica or entered into the site will be transferred to the United States, the laws of which may not protect Participant’s privacy to the same extent as the laws of Participant’s home country. If requested by Participant or Participant’s Organization (as defined in Section VII.), Mathematica will report certification results to Participant or Participant’s Organization.

The terms in this Section VIII. supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the QCIT Exam product, including the terms in Participant or Participant’s Organization purchase orders.

IX. QCIT Rating Form for Observations (If Applicable)

If Licensee purchase(s) a License to the QCIT rating form utilized to conduct QCIT observations (“QCIT Rating Form”), the additional terms and conditions of this Section IX. set forth below also apply. In the event of a conflict with any other terms of the License Agreement, Section IX. shall control solely regarding the QCIT Rating Form.

Mathematica will provide the QCIT Rating Form to Licensee that purchases the QCIT Rating Form via the QCIT website and grants Licensee a limited license to utilize the QCIT Rating Form to conduct QCIT observations. With respect to the QCIT Rating Form, Licensee understands and acknowledges that:

• Licensee must be a certified QCIT observer, provisional QCIT observer, or Mathematica designated partner trainer to utilize the QCIT Rating Form;
• Licensee must purchase one (1) QCIT Rating Form for each observation that Licensee plans to conduct;
• Licensee may not make reproduce or makes copies of the QCIT Rating Forms in excess of the amount purchased, as set forth in (ii) above.

The terms in this Section IX. supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the QCIT Rating Form product, including the terms in Participant or Participant Organization’s purchase orders.

X. QCIT User Guide (If Applicable)
If Licensee purchase(s) a License to the QCIT user guide (“QCIT User Guide Form”), the additional terms and conditions of this Section X. set forth below also apply. In the event of a conflict with any other terms of the License Agreement, Section X. shall control solely regarding the QCIT User Guide.

Mathematica will provide the QCIT User Guide to Licensee that either purchases the QCIT User Guide via the QCIT website or provided during the course of a QCIT OCT or QCIT TOT, in the form of a Training Material. Mathematica grants Licensee a limited license to utilize the QCIT User Guide. With respect to the QCIT User Guide, Licensee understands and acknowledges that:

• Licensee may not make reproduce or makes copies of the QCIT User Guide in excess of the amount purchased or provided.

The terms in this Section X. supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the QCIT User Guide product, including the terms in Participant or Participant Organization’s purchase orders.

XI. Disclaimer of Liability, Disclaimer of Warranties, and Accuracy and Use of Information

1. MATHEMATICA SHALL NOT BE HELD LIABLE FOR ANY IMPROPER OR INCORRECT USE OF THE QCIT, QCIT PRODUCT, ANY INFORMATION DESCRIBED AND/OR CONTAINED IN THE AFOREMENTIONED, OR ANY OTHER QCIT-RELATED PRODUCTS OR MATERIALS COVERED UNDER THE TERMS OF THIS LICENSE AGREEMENT AND ASSUMES NO RESPONSIBILITY FOR LICENSEE OR LICENSED USERS’ USE THEREOF. IN NO EVENT SHALL MATHEMATICA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO: PROCUREMENT OR SUBSTITUTE GOODS FOR SERVICES; LOSS OF USE, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SITE ON WHICH THIS LICENSE AGREEMENT IS HOUSED OR THE QCIT, QCIT PRODUCT, ANY INFORMATION DESCRIBED AND/OR CONTAINED IN THE AFOREMENTIONED, OR ANY OTHER QCIT-RELATED PRODUCTS OR MATERIALS COVERED UNDER THE TERMS OF THIS LICENSE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

MATHEMATICA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE QCIT, QCIT PRODUCT, ANY INFORMATION DESCRIBED AND/OR CONTAINED IN THE AFOREMENTIONED, OR ANY OTHER QCIT-RELATED PRODUCTS OR MATERIALS COVERED UNDER THE TERMS OF THIS LICENSE AGREEMENT, OR THE ACCURACY, ADEQUACY, COMPLETENESS, LEGALITY, RELIABILITY, OR USEFULNESS OF THE QCIT, QCIT PRODUCT, ANY INFORMATION DESCRIBED AND/OR CONTAINED IN THE AFOREMENTIONED, OR ANY OTHER QCIT-RELATED PRODUCTS OR MATERIALS COVERED UNDER THE TERMS OF THIS LICENSE AGREEMENT.

THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IF APPLICABLE, LICENSEE IS RESPONSIBLE FOR PROCURING ALL EQUIPMENT AND SOFTWARE REQUIRED IN CONNECTION WITH THE USE OF THE QCIT, QCIT PRODUCT, ANY INFORMATION DESCRIBED AND/OR CONTAINED IN THE AFOREMENTIONED, OR ANY OTHER QCIT-RELATED PRODUCTS OR MATERIALS COVERED UNDER THE TERMS OF THIS LICENSE AGREEMENT.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

XII. Limitation of Liability
IN NO EVENT WILL MATHEMATICA BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR OTHER SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OR INACCURACY OF DATA, LOSS OF BUSINESS OR LOSS OF PROFITS UNDER THIS LICENSE AGREEMENT, EVEN IF MATHEMATICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL MATHEMATICA BE RESPONSIBLE FOR ANY CLAIMS OF THIRD PARTIES.

IN NO EVENT WILL MATHEMATICA’S TOTAL LIABILITY UNDER THIS LICENSE AGREEMENT FOR ANY DIRECT DAMAGES EXCEED THE PRICE PAID FOR THE PRODUCT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT OR OTHERWISE.

THE LIMITATIONS OF DAMAGES AND LIABILITIES SET FORTH IN THIS LICENSE AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE TRANSACTION BETWEEN MATHEMATICA AND LICENSEE OR LICENSED USER, AND THE PRICING FOR THE LICENSE REFLECTS SUCH LIMITATIONS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES (SUCH AS CONSEQUENTIAL OR INCIDENTAL DAMAGES), OR THE EXCLUSION OF IMPLIED WARRANTIES AND LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, THE ABOVE LIMITATIONS MAY NOT APPLY TO LICENSEE, TO THE EXTENT THAT LIABILITY IS, BY LAW, INCAPABLE OF EXCLUSION OR RESTRICTION.

XIII. Remedies and Audit
Any breach of this License Agreement of any terms herein by Licensee or Licensed Users may cause irreparable harm to Mathematica for which no adequate remedy at law exists and may subject Licensee or Licensed Users to injunctive relief and all legal and equitable remedies available to Mathematica, including, but not limited to, recovery of all costs and expenses, including reasonable attorney’s fees incurred because of any such legal action. Noncompliance may also disqualify Licensee or Licensed Users from receiving future goods and services from Mathematica. To verify compliance with this License Agreement, Mathematica is granted the right, with prior notice and during normal business hours, to examine all relevant records of Licensee or Licensed Users. Relevant records as used in this paragraph shall include all computer systems; software products; and print and electronic books and records.

XIV. Severability
If any portion of this License Agreement is determined by a court of competent jurisdiction or any appropriate legislature to be wholly or partially unenforceable, for any reason, such unenforceability shall not affect the balance hereof.

XV. Termination
Mathematica may terminate this License Agreement at any time and without notice if Licensee or Licensed Users violates any of the terms and conditions hereof. In addition, in the event of Licensee’s cancellation of QCIT OCT or QCIT TOT, as set forth in Sections VI. and VII., the License Agreement will terminate. Upon termination of this License Agreement, all rights under this License Agreement, including the License granted to Licensee or Licensed Users, will cease. Upon termination, Licensee or Licensed Users agree(s) to immediately return to Mathematica or destroy, at Mathematica’s option, all copies of the QCIT, QCIT Product, any information described and/or contained in the aforementioned, or any other QCIT-related products or materials covered under the terms of this License Agreement together with any back-up copy, modifications and any merged portions of the aforementioned, in any form, in Licensee’s or Licensed Users’ possession.

XVI. Governing Law and General Provisions
This License Agreement shall be governed and construed in accordance with the laws of New Jersey without regard to its choice of laws. This License Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this License Agreement is found void and unenforceable, it will not affect the validity of the remainder of the License Agreement, which shall remain valid and enforceable according to its terms. The headings contained in this License Agreement are for reference only and shall not affect the meaning or interpretation of this License Agreement. Mathematica’s failure to exercise or enforce any right or power under this License Agreement shall not constitute a waiver of such right or power. Customer shall pay all taxes and other governmental charges assessed in connection with the purchase of the License including, without limitation, any and all sales and/or use taxes.

XVII. Assignment
Licensee or Licensed Users shall not assign this License Agreement without the written consent of Mathematica.

XVIII. Survival
The provisions of Sections III. – V., XI. – XIII., XVI. and XX. of this License Agreement shall survive the termination of this License Agreement.

XIX. Modifications
This License Agreement is the complete and exclusive statement of the agreement between Licensee or Licensed Users and Mathematica, and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this License Agreement. This License Agreement may not be modified by Licensee or Licensed Users except upon mutual agreement by the parties in writing, signed by an authorized representative of Mathematica.

XX. Licensee Representation and Warranty
Licensee represents and warrants to Mathematica that this License Agreement shall be binding on Licensee or Licensed Users, and, if Licensee is an organization, Licensee represents and warrants that this License Agreement was executed by an authorized signatory of Licensee with the authority to enter into binding agreements on behalf of Licensee.

XXI. Contact and Notices
Should Licensee or Licensed Users have any questions about the terms of this License Agreement, please contact Mathematica at Legal@mathematica-mpr.com or at or the following address:

Mathematica Inc.

Attn: Legal Dept

P.O. Box 2393

Princeton, NJ 08543-2393

All notices to be given under this License Agreement to Mathematica shall be submitted to Mathematica at the above. All notices to be given under this License Agreement to Licensee shall be submitted by Mathematica via e-mail at the account Licensee provided to Mathematica. For questions regarding QCIT or the QCIT Product, please contact Mathematica at QCIT@mathematica-mpr.com.

XXII. Acceptance
By clicking “I AGREE”, Licensee and Licensed User, as applicable, agrees and consents:

(i) To contract electronically with Mathematica for the QCIT Product in accordance with this License Agreement;
(ii) To receipt of electronic legal notices regarding this License Agreement; and
(iii) That by clicking “I AGREE,” Licensee and Licensed User, as applicable, intends to be bound by this License Agreement.