SortingData Software License Agreement

Thank you for using SortingData© and www.SortingData.com. By accepting this agreement, and by using this software and web site, you are agreeing to the terms and conditions for using SortingData© under the SortingData Software License Agreement (“License Agreement”), both on your behalf and that of your employer or principal. If you are accepting on your employer or principal’s behalf, you represent and warrant that you have full legal authority to bind it to this License Agreement. If you do not have the legal authority to bind your employer or principal, please click NO below.

THIS IS A LEGALLY-BINDING CONTRACT: WE RECOMMEND THAT YOU PRINT AND REVIEW THIS LICENSE AGREEMENT BEFORE CLICKING “YES” BELOW.

Article 1. Recitals and Identification of the Parties

1.01. The Licensor ("We" or “Us”) is IDS Networking, LLC, a Michigan limited liability company that has developed and marketed the software application and web site, SortingData© (“the Software”) to assist in the workflow of quality engineering services.

1.02. The Licensee ("You") seeks a license for the Software, and is either a validly-organized business entity or natural person who is at least 18 years old and not subject to a legal disability. You intend to use the Software to analyze data, create reports, and generate billing reports for quality engineering services.

1.03 Both parties have the authority to enter this License Agreement, and understand that it is a legally-binding contract.

1.04 The parties believe that it will be mutually-beneficial to enter this License Agreement.

1.05 Once you have clicked authenticated (as defined in Section 2.03), we will have both agreed to the terms of this License Agreement.

1.06 The recitals and identification of parties are true and correct.

Article 2. Definitions

The terms listed in this Article have specifically-defined meanings. If a term is not defined in this Article, it has the meaning that is commonly understood in the web applications industry.

2.01 Authentication Date means the date that you authenticate under this License Agreement.

2.02 Access and variants of this term mean to store data in, retrieve data from or otherwise approach or use (directly or indirectly) through electronic means or otherwise the Software.

2.03 Authenticate and variants of this term mean using the Software in the first instance, pressing the YES button on any page where this License Agreement are accessible, or signing a written version of this License Agreement.

2.04 Authorized User means any individual who is permitted to access the Software or Documentation under this License Agreement for the purposes of fulfilling the services you have promised your clients, and in training your employees to use the Software.

2.05 Cancellation Notice means written notice sent by you or us seeking to cancel this License Agreement because of breach by such other party.

2.06 Computer System means any computer system or network on which you access the Software.

2.07 Confidential Information means any confidential information or materials relating to the business, products, customers or employees of the disclosing party and includes, without limitation, trade secrets, know-how, inventions, techniques, processes, programs, schematics, software source documents, data, customer lists, financial information, pricing, product development, sales and marketing plans or information that the receiving party knows or has reason to know is confidential, proprietary or trade secret information of the disclosing party.

2.08 Documentation means any user guide for the Software and any update to it.

2.09 Defect Notice means written notice from you to us identifying discrepancies between the actual performance of the Software and the performance of the Software represented in the Documentation.

2.10 Effective Date means the date you authenticate the License Agreement.

2.11 Implement and variants of the term means to load and make available for user access.

2.12 Implementation Costs means costs associated with installing the Software on your Computer System.

2.13 Intellectual Property Rights means all current and future worldwide rights of the following types: patents and other patent rights, utility models, copyrights, mask work rights, trade secrets, and all other intellectual property rights and the related documentation or other tangible expression thereof.

2.14 License Fee means the fee that we charge you for a license under this License Agreement. This fee may occasionally change, as set forth in Article 5.

2.15 License Term means a period of time starting with the Effective Date and ending on year after the Effective Date.

2.16 Licensee means any person or entity that authenticates this License Agreement.

2.17 Licensor means IDS Networking, a Michigan-based web software solutions business.

2.18 Person means any individual person, government entity, or business entity (including, but not limited to: sole proprietorships, partnerships, limited partnerships, limited liability companies, limited liability partnerships, and corporations).

2.19 Remote Access means telecommunications access to the Software using a modem.

2.20 Software means the executable code for the software commonly referred to as SortingData©, the web interface offered through www.sortingdata.com, and any code generated by SortingData© in reports that it creates, as made available to you by us on the Effective Date.

2.21 Software Customization means changes we agree to make to the Software for your specialized business use.

2.22 Support means Defect Correction and any training or other support that we choose to provide in our reasonable discretion, in support of your use of the Software under this License Agreement. The cost for support is incorporated into the License Fee.

2.23 Unauthorized Access means any access to the Software or Documentation except for the exclusive purposes of fulfilling the services you have promised your clients, and training your employees in the use of the Software.

2.24 Unauthorized User means any individual who accesses the Software or Documentation except for employees authorized by you to access the Software for the purposes of fulfilling the services you have promised your clients and training your employees in the use of the Software.

Article 3. Scope of License

3.01 Authentication of License and Acceptance of Software. As soon as you authenticate this License Agreement, you receive the license described in this Article, and have “accepted” it, as defined under applicable commercial law.

3.02 Grant of License. We grant to you a perpetual, non-exclusive, nontransferable, limited, fully paid-up, royalty-free, right and license (without the right to sublicense) to use the Software on your Computer System and to use the Documentation for your internal business purposes only for the License Term. A breach of these licensing terms is a material breach of this License Agreement.

3.03 Number of Users. There is no limitation on the number of Computer Systems or Authorized Users that can access the Software under this License Agreement. You agree, however, that you will request, in writing, additional user aliases from us before allowing a new user to access the Software.

3.04 Limitations on License. You agree that you will not make error corrections or otherwise modify or customize the Software or Documentation; decompile, decrypt, reverse engineer, disassemble or otherwise reduce all or any portion of the Software to humanreadable form; or transfer, sublicense, rent, lease, distribute, sell, or create derivative works of the Software or Documentation. Further, you agree that you will not share or give to any Unauthorized User any Confidential Information that you obtained while accessing the Software.

3.05 Intellectual Property. We hold exclusive title to the Software and Documentation and all Intellectual Property Rights in them. Neither you nor we may use or have any claim or right to the other party's name, logo, trademarks, service marks, or other proprietary symbols or designations without the prior written consent of the other party. The party receiving information containing such proprietary symbols may not remove, overprint or deface any notice of copyright, trademark, logo, legend or other notices of ownership from any originals or copies of Documentation or Confidential Information it obtains from the disclosing party.

3.06 Unauthorized Use and Users. You agree to prevent Unauthorized Use of the Software, Unauthorized Users from accessing the Software, and to not copy or allow another person to copy any part of the Software or Documentation.

3.07 Risk of Loss. You agree that you assume the risk of loss related to accessing the Software as of the Authentication Date.

3.08 Monitoring. You acknowledge that we may monitor your use of the Software to improve our products and services, and to ensure compliance with this License Agreement. Further, you acknowledge that any information that we collect may be stored and processed in the United States or any other country in which we or our agents maintain facilities. We agree, however, that we will not make an Unauthorized Use of Confidential Information that we access while monitoring your use of the Software.

Article 4. Software Support and Customization

4.01 Your Support Responsibilities. Unless this License Agreement specifies otherwise, you agree that installation and related Implementation Costs, training, and other support to use the Software are your responsibility.

4.02 Compatibility of Software with Your Computer System. We will make reasonable efforts to confer with you regarding the hardware and software requirements to run the Software before you authenticate this License Agreement. You agree, however, that it is your ultimate responsibility to verify that your Computer System will support the Software.

4.03 Correction of Defects within 10 Days of Authentication. During the first 10 business days of Authenticating this License Agreement, you agree to send us a Defect Notice if you experience an error of any kind while accessing the Software. Within 10 days of receiving this Defect Notice, we will issue a written determination of whether the problem is valid. If, in our reasonable professional judgment the discrepancy is valid, we will correct the problem and resubmit the Software for acceptance to you.

4.04 Correction of Defects More than 10 Days after Authentication. At all other times, you agree to send us a Defect Notice if you experience an error of any kind while accessing the Software. We will make reasonable and diligent efforts to timely resolve problems that you identify.

4.05 Additional Support. We may, at our sole discretion, provide more support than is required by this License Agreement. We may provide this support at no further charge or may, at our sole discretion, offer to provide additional service at a price negotiated under a separate agreement.

4.06 Software Customization. You may request customization of the Software for specialized uses in your business. Any software customization requested by you after the Effective Date will be negotiated under a separate agreement.

4.07 Temporary Suspension of Service. You acknowledge that we may occasionally temporarily suspend services to maintain, repair, or upgrade the Software and our computer systems. We will make reasonable efforts to inform you in advance whenever practicable.

Article 5. Billing and Payment

5.01 License Fee. We may set the License Fee prospectively on a monthly basis. We set the License Fee at our sole discretion, but typically consider your volume of usage, underlying costs of providing and supporting the Software, and prevailing market rates for the types of Software and service we provide.

5.02 Notice of Change. If we decide to increase your License Fee, we will inform you at least 20 business days in advance of the increase.

5.03 Cost Recovery Outside of the License Fee. We may bill you for all reasonable and necessary direct costs that we incur in providing Customer Services. Such direct costs may include (without limitation) postage, telephone, travel, material and reproduction costs. Before we incur and bill you for this kind of cost, we will obtain your approval.

5.04 Taxes. You agree to pay all taxes applicable to the License Fee.

Article 6. Renewal and Termination

6.01 Limited Means of Termination. This License Agreement may only be terminated under this Article.

6.02 Renewal. This License Agreement renews for a new License Term unless you give us written notice 90 days in advance of the final date of the current License Term. This notice requirement allows us to continue invest in the infrastructure and services necessary to offer and improve the Software during the final three months of the original License Term.

6.03 Cancellation for Cause. If you or we materially violate an obligation under this License Agreement, the other party may cancel the License Agreement by sending a Cancellation Notice describing the noncompliance to the non-complying party. Upon receiving a Cancellation Notice, the non-complying party will have 30 days from the date of the notice to either cure their noncompliance or, if the noncompliance cannot be cured within the 30-day period, to begin curing the noncompliance in good faith. If the noncompliance is not cured within the required 30-day period, or in the reasonable opinion of the other party, the non-complying party has not demonstrated a good faith effort to begin curing the noncompliance, the party providing the Cancellation Notice may cancel this License Agreement as of the 31st day after the date of the Cancellation Notice.

6.04 Destruction of Software upon Termination. Upon termination or cancellation of this License Agreement, you agree that you will destroy all Software on your Computer System and those of your employers, employees, principals, and agents. We may ask you to provide a written certification of compliance with this Section.

Article 7. Representations and Warranties

7.01 Representations. We represent and warrant that we have the full power to enter into this License Agreement, to carry out our obligations under this Agreement and to grant the rights and licenses granted to you in this License Agreement. We further represent and warrant that the Software will perform as represented in the Documentation.

7.02 Warranty. The services that we provide to you under this License Agreement will be performed in accordance with the standards generally observed in the industry for similar services. We will provide these services in compliance with all applicable laws, rules, regulations or orders.

7.03 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO ANY ASPECT OF THE SOFTWARE, ITS OPERATION OR THE SERVICES THAT WE PERFORM UNDER THIS LICENSE AGREEMENT, INCLUDING WITHOUT LIMITATION: WARRANTIES FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, CAPACITY, PERFORMANCE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS (INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS).

YOU ACKNOWLEDGE AND AGREE THAT WE EXERCISE NO CONTROL OVER, AND ACCEPT NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING THROUGH OUR COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET. WE THEREFORE DO NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERRORFREE OR THAT ALL ERRORS WILL BE CORRECTED. FURTHER, WE DO NOT WARRANT THAT OUR NETWORK, COMPUTER SYSTEMS, OR SOFTWARE ARE COMPLETELY SECURE.

Article 8. Indemnification, Limitation of Liability, and Waiver of Consequential Damages

8.01 Indemnification. YOU AGREE TO HOLD HARMLESS AND INDEMNIFY US AND OUR SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY THIRD PARTY CLAIM RELATED TO YOUR USE OF THE SOFTWARE, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEYS' FEES, OF EVERY KIND AND NATURE. WE WILL GIVE YOU WRITTEN NOTICE OF ANY SUCH CLAIM, SUIT OR ACTION.

8.02 Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS LICENSE AGREEMENT, OUR CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT MAY NOT EXCEED THE AMOUNT PAID BY YOU TO US DURING THE CURRENT 1-YEAR LICENSE TERM OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

YOU AGREE THAT WE MAY NOT BE HELD LIABLE FOR DAMAGE, UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR DESTRUCTION OF INFORMATION PROVIDED TO US, OR THAT IS STORED, ANALYZED, OR DISTRIBUTED BY THE SOFTWARE.

EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK AND FORMS AN ESSENTIAL PART OF THIS BARGAIN.

8.04 Consequential Damages Waiver. EXCEPT FOR YOUR BREACH OF ARTICLE 9. (CONFIDENTIALITY) OR ARTICLE 2 (SCOPE OF LICENSE), UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES WHICH ARISE FROM OR RELATE TO THIS LICENSE AGREEMENT. THE EXCLUSION OF DAMAGES IN THE RPECEDING PRECEDING SENTENCE INCLUDES, WITHOUT LIMITATION, DAMAGES CLAIMS FROM LOST PROFITS AND LOST REVENUES, BUSINESS INTERRUPTION, OR LOST DATA, WHETHER CLAIMED TO HAVE RESULTED FROM A BREACH OF CONTRACT, THE COMMISSION OF ANY TORT, INCLUDING NEGLIGENCE, EITHER PARTY’S STRICT LIABILITY, OR UNDER ANY OTHER LEGAL OR EQUITABLE THEORY. NOTHING IN THIS SECTION LIMITS EITHER PARTY’S LIABILITY FOR BODILY INJURY TO A PERSON, DEATH, OR FOR PHYSICAL DAMAGE TO TANGIBLE PROPERTY. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER OF CONSEQUENTIAL AND OTHER DAMAGES REFLECTS THE ALLOCATION OF RISKS BETWEEN THEM AND FORMS AN ESSENTIAL PART OF THIS BARGAIN.

Article 9. Confidentiality

9.01 Acknowledgment. You and we acknowledge that, in connection with this License Agreement, that each party may obtain Confidential Information of the other.

9.02 Duty to Protect Confidential Information. The receiving party will (a) keep in trust and confidence all Confidential Information at all times, both during the License Term and after its cancellation or termination, until such time as the receiving party can document that the Confidential Information falls into one of the exceptions described in Section 9.04, and (b) not use, disclose (except to employees and contractors with a need to know who have executed written confidentiality agreements) or reproduce Confidential Information without the prior written consent of the disclosing party.

9.03 Return of Confidential Information. Subject to Section 9.04, the receiving party agrees to immediately return to the disclosing party all Confidential Information of the disclosing party in the receiving party's possession or control upon termination or cancellation of this License Agreement.

9.04 Limitation of Duty. The obligations of confidentiality do not apply to information that (a) has entered the public domain, except where such entry is the result of the receiving party's breach of this License Agreement or other applicable confidentiality agreement, (b) prior to disclosure under this Agreement, was already rightfully in the receiving party's possession under no obligation of confidentiality, or (c) before disclosure under this Agreement, is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose it to the receiving party.

9.05 Other Obligations to Disclose. This Article does not restrict disclosure by a receiving party pursuant to applicable law, or by order of any court or government agency of proper jurisdiction. If, however, disclosure is required by one of these authorities, the receiving party will (a) give notice to the disclosing party as promptly as possible, (b) cooperate with the disclosing party in resisting the disclosure, and (c) only provide such information as is required by such law, court or government agency.

9.06 License Terms; Product Demonstration. You may not disclose, advertise or publish any of the terms and conditions of this License Agreement without our prior written consent. Further, you may not use, disclose or demonstrate the implementation or functions of the Software to a third party without our prior written consent.

Article 10. Miscellaneous

10.01 Assignments. You may assign this License Agreement without our approval to successor entities of all or substantially all of your assets or business. All other assignments by you of rights under this License Agreement by Licensee without our prior written consent will be void. We will not unreasonably withhold written permission. We maintain the right to assign all or part of this License Agreement without your consent. This License Agreement will bind and inure to the benefit of the successors and permitted assigns of the parties.

10.02 Entire License. Unless the parties later enter a separate agreement regarding customization of the software or additional Customer Support, this License Agreement contains the entire understanding of the parties and supersedes previous verbal and written agreements between the parties concerning licensing of the Software.

10.03 Equitable Remedies. The parties acknowledge that damages at law may be an inadequate remedy. Therefore, the parties will have the rights of specific performance, injunction or other equitable remedy in the event of a breach of this License Agreement by the other.

10.04 Amendments and Modifications. A waiver, alteration, modification or amendment of a provision of this License Agreement may not be binding unless it is in writing and signed by authorized representatives of both parties.

10.05 Severability. If a provision of this License Agreement is invalidated, the remaining provisions will remain effective.

10.06 Captions. The headings and captions of this License Agreement are inserted for reference convenience and do not define, limit or describe the scope or intent of this License Agreement or any particular section, paragraph, or provision.

10.07 Counterparts. This License Agreement may be executed in multiple counterparts, each of which will be an original, but which together will constitute one and the same instrument.

10.08 Governing Law and Venue. This License Agreement will be governed by the laws of the State of Michigan, without giving effect to the conflict of laws provisions of Michigan or your state or country of residence. Venue will be in the Circuit Court of Kent County, Michigan.

10.09 Notice. Notices must be in writing and will be deemed delivered in person when delivered by courier or mailed postage prepaid by Certified or Registered Mail -- Return Receipt Requested. Notices to us must be to: IDS Networking, LLC, 5369 Pinnacle Dr. SW, Wyoming, Michigan 49519. You agree to provide us with an address for notice before authenticating this License Agreement. Notice shall be deemed given on the date of receipt -- as evidenced in the case of Certified or Registered Mail by Return Receipt.

10.10 Pronouns/Gender. Pronouns in this License Agreement refer to the masculine, feminine, neuter, singular or plural as the context requires.

10.11 Bankruptcy: If either party must institute, defend, appear or attend a bankruptcy proceeding as a result of the filing of bankruptcy by the other party, fees and expenses will be borne by the filing party. If either party has a bankruptcy proceeding filed against it, the other party is entitled to recovering attorney fees, expert witness fees, and other costs incurred by such other party in connection with the bankruptcy proceeding, hearing or trial.

10.12 Waiver. Waiver of breach of this License Agreement does not constitute waiver of another breach. Failing to enforce a provision of this License Agreement does not constitute a waiver or create an estoppel from enforcing such provision.

10.13 Relationship of the Parties: The parties agree that their relationship is primarily that of Licensee and Licensor. Nothing in this License Agreement may be construed as creating a partnership, employment relationship, or agency relationship between the parties, or as authorizing either party to act as agent for the other. Each party maintains its separate identity.

10.14 Force Majeure. We may not be held liable for any failure to perform our obligations under this License Agreement because of circumstances beyond our control, include (without limitation): natural disaster, terrorism, labor disputes, war, declarations of governments, transportation delays, failure of the Computer System, telecommunications failure and misuse of the Software or Documentation by you.

10.15 Assurances. Each party represents and warrants that all representations, warranties, recitals, statements and information provided to each other under this License Agreement are true, correct and accurate as of the date of this License Agreement to the best of their knowledge.

10.16 Litigation Expense. In the event of litigation or arbitration arising out of this Agreement, the non-prevailing party will award the prevailing party its costs and expenses of litigation and arbitration including but not limited to its reasonable attorney fees.

10.17 Survival. The following articles survive termination, cancellation, or expiration of this Agreement for any reason: 3 (Scope of License), 5 (Billing and Payment), 6 (Renewal and Termination), 7 (Representations and Warranties), 8 (Indemnification, Limitation of Liability, and Waiver of Consequential Damages), 9 (Confidentiality), and 10 (Miscellaneous).