MSCORE™

In consideration of the use of the Software (as defined below) and terms and conditions set forth in this Agreement, you (“You,” “Your,” or "Licensee") the user of the MSCORE™ software (“Software”) provided to You by Eleven Data, Corp. (dba: riskadjustmentmodel.com) (“Licensor”), agree to the terms and conditions set forth and outlined below by Licensor together with the general terms and conditions for use of the Licensor web site located here: https://www.riskadjustmentmodel.com/legal/terms (“Terms”). These Terms are effective upon the date ("Effective Date") of Your first click-through and download or other use of any digital key (“License Key”) to access the Software. If any provision of these Terms is held to be unenforceable or invalid such provision will be interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law. The remaining provisions will continue in full force and effect.

1. Trial License Grant. Licensor hereby grants Licensee a non-exclusive, non-sublicensable, and non-transferable license during the period commencing on the Effective Date and continuing until the earlier commencement of the Pay-As-You-Go License or such time as Licensor makes the Software unavailable to Licensee at any time and by any manner in its sole discretion (the "Trial Period") to: (A) use the Software in object code format solely for Licensee's internal evaluation purposes and only to employees of Licensee ("Authorized Users"); and (B) use and make a reasonable number of copies of the Licensor's materials relating to the Software provided by Licensor to Licensee either electronically or in hard copy documentation (the "Documentation") solely for Licensee's internal evaluation purposes in connection with Licensee's use of the Software. Licensee will not use the Software for any commercial purpose other than supporting its internal testing or evaluation purposes to support its internal business operations.
2. Trial Fee. No license fees or other fees will be payable under this Agreement in exchange for the Trial licenses granted. Licensee acknowledges and agrees that this fee arrangement for the Trial Period is made in consideration of the mutual covenants set forth in this Agreement, the Use Restrictions in Section 4, and including, without limitation, the disclaimers, exclusions, and limitations of liability set forth in each.
3. Pay-As-You-Go License Grant. Licensor hereby grants Licensee a non-exclusive, non-sublicensable, and non-transferable license (“Pay-As-You-Go License”) during the period commencing at the end of the Trial Period and continuing until the earliest of Licensee’s failure to pay for or its earlier termination by Licensor in its sole discretion (the "Pay-As-You-Go Period"). During the Pay-As-You-Go Period, Authorized Users may (a) use the Software in object code format, and (b) use and make a reasonable number of copies of the Licensor's materials relating to the Software provided by Licensor to Licensee either electronically or in hard copy documentation (the "Documentation") solely for Licensee's business purposes. Licensee will not use the Software for any commercial purpose other than its internal business operations.
4. Use Restrictions.
   1. Use of the Software is at all times further subject to the Licensor’s Terms of Use ( https://www.riskadjustmentmodel.com/legal/terms), Privacy Notice and Policy ( https://www.riskadjustmentmodel.com/legal/privacy), and other policies on its website located at https://www.riskadjustmentmodel.com/legal/terms.
   2. Licensee must not use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (d) remove any proprietary notices from the Software or the Documentation; or (e) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or another right of any person, or that violates any applicable law.
5. Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or another right, title, or interest in or to the Software.
6. Licensee Responsibilities. Licensee is responsible and liable for all uses of the Software and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee shall take reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Software and shall cause Authorized Users to comply with such requirements.
7. Minimal Support. Licensor has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Software or Documentation to Licensee other than reasonable efforts to correct errors in the Software and Documentation within a reasonable time. It will provide Licensee with corrections it generally makes available to further evaluation or beta test participants.
8. Confidential Information. From time to time during the Evaluation Period or Subscription Period, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such documents and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure about Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, concerning any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
9. Intellectual Property Ownership; Feedback.
   1. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation.
   2. If Licensee or any of its employees or contractors submits, orally or in writing, suggestions or recommended changes to the Software or Documentation, including without limitation, new features or functionality relating to it, or any comments, questions, recommendations, or the like ("Feedback"), Licensor is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Licensee hereby assigns to Licensor on Licensee's behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.
10. Disclaimer of Warranties. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS," AND THE LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
11. Indemnification. Licensee agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors and assigns from and against any losses, damages, liabilities, or costs (including attorneys’ fees) resulting from any third-party claim, suit, action, or proceeding based on Licensee's or Licensee's Authorized Users' (a) negligence or willful misconduct or (b) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement. In the event Licensor seeks indemnification or defense from Licensee under this provision, Licensor shall promptly notify Licensee in writing of the claim(s) brought against Licensor for which Licensor seeks indemnification or defense. Licensor reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of Licensor's choice. Licensee may not enter into any third-party agreement which would, in any manner, affect Licensor's rights, constitute an admission of fault by Licensor or bind Licensor in any manner without Licensor's prior written consent.
12. Limitations of Liability. NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MIGHT INCUR, THE ENTIRE LIABILITY OF THE LICENSOR AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND LICENSEE’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE LESSER OF THE AMOUNT PAID BY LICENSEE THROUGH THE SERVICE OR USD 100. IN NO EVENT WILL THE LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
13. Term and Termination. This Agreement is effective as of the Effective Date and, unless terminated earlier by Licensor, will continue in effect until the expiration of the Trial Period or Pay-As-You-Go Period, as applicable. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate, and Licensee shall cease using and delete, destroy, or return all copies of the Software and Documentation and, upon request by Licensor, certify in writing to the Licensor that the Software and Documentation have been deleted or destroyed. This Section 13 and Sections 4, 6, 8, 9, 10, 11,12, and 14 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination.
14. Miscellaneous. This Agreement constitutes the sole and entire agreement. It supersedes all prior and contemporaneous understandings, agreements, representations, and warranties concerning the such subject matter, both written and oral. This Agreement is governed by and construed by the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder may be instituted in the federal courts of the United States or the courts of the State of Florida, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding. Licensee may not assign or transfer any of its rights or delegate any of its rights or obligations in this Agreement without the Licensor's prior written consent. Any purported assignment, transfer, or delegation violating this Section is null and void. The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.