Consumer Input

Compete End User License Agreement

THIS END USER LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN COMPETE, INC. (THE "LICENSOR") AND THE USER OF THE SOFTWARE. THIS AGREEMENT CONTAINS RIGHTS AND RESTRICTIONS ASSOCIATED WITH USE OF THE ACCOMPANYING SOFTWARE IN OBJECT CODE ONLY AND DOCUMENTATION (AS MAY BE UPGRADED FROM TIME TO TIME, THE "SOFTWARE"). BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND REPRESENT (I) THAT YOU HAVE BEEN AUTHORIZED TO ACCEPT THESE TERMS ON BEHALF OF THE USER (THE ENTITY ON WHOSE BEHALF YOU REPRESENT YOU ARE AUTHORIZED TO ACT, IN WHICH EVENT "YOU" AND "YOUR" SHALL REFER TO YOU AND SUCH ENTITY, AS THE CASE MAY BE), OR (II) THAT YOU INTEND TO BE PERSONALLY BOUND TO THE TERMS OF THIS AGREEMENT AS THE USER. IF YOU ARE NOT SO AUTHORIZED OR DO NOT INTEND TO BE PERSONALLY BOUND, THEN LICENSOR IS UNWILLING TO LICENSE THE SOFTWARE AND THE DOWNLOADING, INSTALLATION OR USE OF THE SOFTWARE IS A VIOLATION OF U.S. AND INTERNATIONAL COPYRIGHT LAWS AND CONVENTIONS. IF YOU ACCEPT THESE TERMS FOR AN ENTITY ON WHOSE BEHALF YOU ARE AUTHORIZED TO ACT, YOU MAY USE THE SOFTWARE ONLY ON BEHALF OF SUCH ENTITY. IF YOU INTEND TO BE PERSONALLY BOUND, USE OF THE SOFTWARE IS LIMITED TO YOUR PERSONAL USE.

1. Scope of Licensed Rights.

Subject to the terms and conditions of this Agreement, Licensor grants you a limited, personal, non-transferable, non-exclusive license, without the right to sublicense, (the "License") to install and use one copy of the current version of the Software, free of charge, provided that your use of the Software is for non-commercial purposes and you are of legal age of majority within your geography.

2. License Restrictions.

When installed on your computer, the Software periodically communicates with our servers. We may update the Software on your computer when a new version is released or when new features are added. These updates occur automatically. Notwithstanding the above, we have no obligation to make available to you any subsequent versions or new features of the Software.

To the maximum extent permitted by applicable law, you may not modify, translate reverse engineer, decompile or otherwise disassemble the Software in any way. You may not create derivatives of the Software, and you agree not to attempt, or allow others to attempt to reverse engineer and/or modify the Software. Any and all modifications, enhancements and derivative works of the Software shall remain the sole and exclusive property of Licensor. You further agree not to access or attempt to access the Software by any means other than the interface provided by Licensor.

You may not host, rent, lease, sublicense, or otherwise distribute the Software to any third party; or offer the Software in connection with timesharing, facility management, or service bureau usage. Licensor reserves all rights in the Software not expressly granted to you in this Agreement.

3. Ownership.

You agree that the Software is licensed and not sold to you, and that the Software is owned by Licensor, including all intellectual property rights in the Software including, without limitation, all patents, copyrights, trademarks, trade secrets or other proprietary rights. Licensor maintains all right, title and interest in and to the Software at all times, and regardless of the form of media in or on which the original or other copies may subsequently exist. In addition, all content accessed through the Software is the property of the applicable content owner and may be protected by applicable intellectual property laws. This Agreement gives you no right to such content.

4. Trademarks and Logos.

"Compete" is a trademark of Licensor. All other trademarks and service marks are the property of their respective owners. You may not remove or alter any trademark, logo, copyright or other proprietary notice, legend, symbol or label in the Software.

5. Your Obligations.

You represent and warrant that you are the owner of the computer onto which you have downloaded and installed the Software, or the owner of the computer has authorized you to do so. You agree, with respect to all other users of the computer on which you have caused the Software to reside, to provide a copy of this Agreement; and (ii) to obtain their consent to the Agreement before allowing them to use the computer to view Web sites on the Internet.

You agree not to use the Software to conduct any business or activity or solicit the performance of any activity, which is prohibited by law, or any contractual provision by which you are bound. You agree to abide by United States copyright law and all other applicable laws of the United States and other nations and by any applicable international treaties in connection with the Software.

6. Disclaimer of Warranty.

USE OF THE SOFTWARE IS AT YOUR OWN RISK. LICENSOR SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR THE SOFTWARE, INCLUDING ANY LIABILITY FOR NEGLIGENCE. LICENSOR PROVIDE(S) THE SOFTWARE ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. LICENSOR MAKES NO WARRANTY THAT (i) THE SOFTWARE IS ACCURATE AND ERROR-FREE; (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE RELIABLE; OR (iii) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

The above exclusions may not apply in jurisdictions that do not allow the exclusion of certain implied warranties.

7. Termination.

You understand that Licensor, in its sole discretion, may modify, discontinue or suspend your right to access the Software at any time. You may terminate this Agreement at any time by uninstalling using the Windows add/remove program functions and destroying all copies of the Software in your possession or control. The License will terminate automatically if you fail to comply with the limitations and obligations described herein. On termination, you must destroy all whole and partial copies of the Software. Sections 6, 7, 8, 10, 11, 13 and 16 of this Agreement will survive termination.

8. Limitation of Liability.

IN NO EVENT WILL LICENSOR, ITS EMPLOYEES, DISTRIBUTORS, SUPPLIERS, ADVERTISERS, DIRECTORS OR AGENTS (COLLECTIVELY "PROTECTED PARTIES") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LEGAL FEES,ARISING OUT OF THIS LICENSE OR OTHERWISE IN CONNECTION WITH THE SOFTWARE, OR ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, EVEN IF A PROTECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR'S MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED $50.00 AND WILL NOT IN ANY EVENT EXTEND TO ANY DAMAGES OTHER THAN DIRECT GENERAL DAMAGES. THE USER AGREES THAT THIS SECTION APPROPRIATELY REFLECTS THE ALLOCATION OF RISK BETWEEN THE USER AND THE LICENSOR.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, Licensor's liability shall be limited to the extent permitted by law.

9. Export Controls.

The software includes cryptographic elements that may be subject to export controls including the U.S. Export Administration Act. The Software or any underlying technology may not be exported or re-exported to any country, person, foreign entity or any "foreign person" to the extent such export is prohibited under applicable United States laws and regulations or any other applicable laws and regulations. By downloading, installing or using the Software, you are acknowledging and agreeing to these limitations on your right to export or re-export the Software, and are also representing and warranting that you are not on any applicable government's list of export-precluded parties or otherwise ineligible to receive software containing cryptography that is subject to applicable export controls.

10. Governing Law.

Licensor provides the Software from its offices in the Commonwealth of Massachusetts, USA. The laws of the Commonwealth of Massachusetts will govern this Agreement without giving effect to the principles of conflict of law.

11. Arbitration.

Any claim or controversy arising out of or related to this Agreement, or the products or services Licensor provides, shall be settled by binding arbitration in accordance with the then-current rules of the American Arbitration Association. Any such claim or controversy shall be arbitrated on an individual basis and shall not be consolidated with a claim of any other party. The foregoing shall not preclude Licensor from seeking any injunctive relief for protection of Licensor's intellectual property rights.

12. Limitation of Support.

Because you are using the Software free of charge under the terms of this Agreement, you are not entitled to support or telephone assistance from Licensor.

13. Successor Agreements.

The terms of this Agreement may change in the future. Licensor will always post such changes on our Web site that can be accessed at http://www.consumerinput.com/eula.csp.

You agree that after such notice, you consent to the successor Agreement, unless you affirmatively indicate to Licensor by email that you do not accept the successor Agreement. If you do not accept the successor Agreement, you should remove the Software from your computer. Failure to remove the Software from your computer indicates acceptance of the terms of the Agreement and any successor Agreement. Except as provided in this Section, this Agreement may not be revised except in writing signed by both parties.

14. Confidentiality.

You understand and agree that the Software contains trade secrets belonging to the Licensor, and will take all reasonable steps to protect its confidentiality. You acknowledge that the Software is property of the Licensor and contains confidential information. You agree that you will not provide a copy of the Software nor divulge any details of it to any person without the prior consent in writing of the Licensor.

15. General.

This Agreement, as modified from time to time as described above, and sets forth the entire understanding and agreement between you and Licensor with respect to the subject matter hereof. If any provision or provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected or impaired thereby. Licensor shall not be liable for any delay or failure in performance under this Agreement or interruption of service resulting from acts of God, civil or military authority, war, labor disputes, materials provided by third parties, or any cause beyond the reasonable control of Licensor. You may not assign this Agreement, or any rights or obligations hereunder, without our prior, written consent.

If you have any questions or comments about the End User Software License Agreement please contact us at PanelSupport@ConsumerInput.com.