MSCORE^®

In consideration of the use of the MSCORE^® software (“Software”) and the terms and conditions set forth in this Agreement, you (“You,” “Your,” or "Licensee") the user of the Software provided by Eleven Data Corp, doing business as RiskAdjustmentModel.com (“Licensor”), agree to the terms and conditions outlined below. This Agreement is incorporated together with the general Terms and Conditions governing Licensor’s website and services, available at https://www.riskadjustmentmodel.com/legal/terms (“Terms”). This End User License Agreement (EULA) governs the use of the Licensed Software unless Licensee has entered into a separate enterprise agreement with Licensor that expressly supersedes this EULA. If Licensee has entered into such an agreement (e.g., an enterprise license agreement), its terms shall govern Licensee’s use of the Licensed Software instead of this EULA. These terms are effective on the date ("Effective Date") You first click to accept this Agreement, download, install, or otherwise use a (“License Key”) to access the Software. If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be reinterpreted to best achieve its intended purpose, and the remaining provisions shall remain in full force and effect.

1. Trial License Grant. Licensor grants Licensee a non-exclusive, non-transferable, time-limited license to use the MSCORE^® Software for evaluation purposes only during the designated trial period (the “Trial Period”), as determined by Licensor and communicated to Licensee at the time of registration or activation. This Trial License permits use by: a) the individual Authorized User who registers via the clickwrap agreement; and b) other employees or contractors of the Authorized User’s organization, provided that such use is strictly internal and subject to the terms of this Agreement. The Trial License does not permit Licensee to: a) use the Software in a live, production, or commercial environment; b) distribute, sublicense, or make the Software available to third parties outside Licensee’s organization; or c) retain access beyond the Trial Period without purchasing a full license.

   Termination & Data Handling: Upon termination, all access to the Software and any associated data may be lost unless Licensee purchases a paid license.

   Disclaimer: The Software is provided “as is” during the Trial Period without warranties of any kind. Licensor shall have no liability for any damages resulting from Licensee’s use of the Trial License.

2. Trial Fee. Licensee is granted the Trial License at no cost, and no license fees or other charges shall be due for use of the Software during the Trial Period. Licensee acknowledges that this no-fee Trial License is granted in consideration of the terms and conditions of this Agreement, including but not limited to the Use Restrictions in Section 4, the disclaimers in Section 10, and the limitations of liability in Section 11.
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: (i) Licensee’s failure to make a required payment; or (ii) termination by Licensor, in its sole discretion, upon written notice to Licensee (the "License Term"). During License Term, 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 Documentation, as necessary for Licensee’s internal business purposes. Licensee may use the Software only for its internal business operations or, if Licensee is an academic or research institution, solely for non-commercial research purposes. Licensee may not resell, distribute, or otherwise make the Software available to any third party.
4. Use Restrictions.
   1. Use of the Software is subject to the Licensor’s Terms of Use, Privacy Notice and Policy, and all other applicable policies at https://www.riskadjustmentmodel.com/legal/terms, https://www.riskadjustmentmodel.com/legal/privacy, and https://www.riskadjustmentmodel.com/legal/terms.
   2. Licensee shall not use the Software or Documentation beyond the scope of this Agreement. Except as expressly permitted in this Agreement, Licensee shall not, at any time, directly or indirectly:
      1. Copy, modify, or create derivative works of the Software or Documentation, in whole or in part;
      2. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Documentation to any third party;
      3. 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;
      4. Remove any proprietary notices from the Software or Documentation; or
      5. Use the Software in any manner that infringes, misappropriates, or otherwise violates any intellectual property right, other proprietary right, or applicable law.
5. Reservation of Rights. Licensor retains all rights, title, and interest in and to the Software, except for the limited rights expressly granted to Licensee in this Agreement. Except for the rights expressly granted in this Agreement, Licensee and any third party receive no intellectual property rights, title, or interest in or to the Software—whether by implication, waiver, estoppel, or otherwise.
6. Licensee Responsibilities. Licensee is responsible and liable for all use of the Software and Documentation by any person or entity who gains access through Licensee, whether directly or indirectly. This responsibility applies regardless of whether such access or use is authorized or in violation of this Agreement. Licensee is responsible for all actions and omissions of its Authorized Users. Any action or omission by an Authorized User that would constitute a breach of this Agreement if committed by Licensee shall be deemed a breach by Licensee. Licensee shall take reasonable steps to ensure that all Authorized Users are aware of and comply with the applicable terms of this Agreement.
7. Minimal Support. Licensor is not obligated to provide support, maintenance, upgrades, modifications, or new releases of the Software or Documentation. However, Licensor may, at its discretion, provide error corrections and updates generally made available to evaluation or beta test participants. Licensor may, at its discretion, provide corrections or updates that it generally makes available to evaluation or beta test participants. Additional support or enhancements, if requested, may be subject to separate terms and fees.
8. Confidential Information. From time to time during the Trial Period or License Term, 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 it is marked or otherwise designated as "confidential" at the time of disclosure (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 and contractors who have a legitimate need to know the Confidential Information to fulfill the receiving party’s obligations under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required: (i) to comply with a valid court order, subpoena, or other legal requirement imposed by a governmental authority, provided that the party making the disclosure shall first give written notice to the other party and make a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including making 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 regarding Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; however, for any Confidential Information that qualifies as a trade secret under applicable law, such obligations of non-disclosure shall remain in effect indefinitely.
9. Intellectual Property Ownership; Feedback.
   1. Licensee acknowledges and agrees that, as between the parties, Licensor retains all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation. If Licensee or any of its employees or contractors submits, orally or in writing, suggestions, recommended changes, or other feedback related to the Software or Documentation ("Feedback"), Licensor may use such Feedback freely and without limitation, irrespective of any other obligation between the parties. Licensee hereby irrevocably assigns to Licensor, on behalf of itself and its employees, contractors, and agents, all right, title, and interest in and to any Feedback provided. Licensor may use such Feedback for any purpose whatsoever, without attribution, compensation, or obligation to Licensee. Nothing in this Agreement requires Licensor to use any Feedback.
10. Disclaimer of Warranties. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW. LICENSOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY THAT THE SOFTWARE OR DOCUMENTATION, OR ANY RESULTS FROM THEIR USE, WILL: (A) MEET LICENSEE'S OR ANY OTHER PERSON’S REQUIREMENTS; (B) OPERATE WITHOUT INTERRUPTION; (C) ACHIEVE ANY INTENDED RESULT; (D) BE COMPATIBLE OR FUNCTION WITH ANY SOFTWARE, SYSTEM, OR SERVICE; OR (E) 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) arising from or related to any third-party claim, suit, action, or proceeding resulting from: (a) Licensee’s or its Authorized Users’ negligence, willful misconduct, or violation of applicable law; or (b) Licensee’s or its Authorized Users’ use of the Software or Documentation in any manner not expressly authorized by this Agreement. If Licensor seeks indemnification or defense under this provision, Licensor shall promptly notify Licensee in writing of the claim. Licensor reserves the right, at its sole discretion, to assume and control the defense of any claim with legal counsel of its choosing. If Licensor elects to do so, Licensee shall cooperate fully with Licensor in defending such claim. Licensee shall not enter into any settlement or agreement regarding an indemnified claim that: (a) imposes any liability, admission of fault, or obligation on Licensor; or (b) binds Licensor in any manner without Licensor’s prior written consent.
12. Limitations of Liability. NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MIGHT INCUR, LICENSOR'S TOTAL LIABILITY, INCLUDING THAT OF ITS SUPPLIERS, ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) THE AMOUNT LICENSEE PAID TO LICENSOR FOR THE SOFTWARE IN THE PAST 12 MONTHS, OR (B) USD $100. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, FOR: (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. THIS LIMITATION APPLIES REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF, KNEW OF, OR COULD HAVE REASONABLY FORESEEN SUCH LOSSES OR DAMAGES.
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 License Term, 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 entire agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to its subject matter. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any legal action, suit, or proceeding arising from or relating to this Agreement shall be brought exclusively in the state or federal courts located in Florida. Each party irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection to jurisdiction, venue, or forum non conveniens. Licensee shall not assign, transfer, or delegate any of its rights or obligations under this Agreement without Licensor’s prior written consent. Any attempted assignment, transfer, or delegation in violation of this provision shall be null and void. The Software is subject to U.S. export control laws, including the Export Control Reform Act and applicable regulations. Licensee shall not, directly or indirectly, export, re-export, release, or otherwise make the Software available to any jurisdiction or country prohibited by U.S. law.