Scope
This agreement covers KMSYS Worldwide's connectivity and application products — UTS and T27 eXpress family, eQuate, InfoQuest, Q-LINK, I-QU PLUS-1, and the related utilities. HGS Server software is licensed separately; see the HGS license document.
License grant
- Install on one computer; archive copies for backup are permitted.
- The primary user may install a second copy on a portable or home machine for exclusive personal use, provided both copies are not used at the same time.
- Customer shall not use the Software to develop, market, or commercialize any software product substantially similar to the licensed Software where such use involves reverse engineering, decompilation, disassembly, benchmarking for competitive publication, or unauthorized extraction of proprietary functionality.
Definitions
"Concurrent User" means any individual user session, connection, terminal session, service account, virtual session, automated process, or other active access instance utilizing the Software at a given time.
Reverse engineering
Except to the extent prohibited by applicable law, Customer shall not reverse engineer, decompile, disassemble, modify, translate, or attempt to derive source code, underlying ideas, algorithms, file formats, or non-public APIs from the Software.
Concurrent user limit
Customer shall not exceed the licensed number of Concurrent Users purchased under the applicable order documentation.
Deployment environments
The Software may be installed in physical, virtualized, cloud-hosted, or remote access environments solely for Customer's internal business operations and subject to applicable licensed usage limits.
Multiplexing, pooling, or indirect access technologies shall not reduce the number of required licensed Concurrent Users.
Audit rights
No more than once annually, and upon reasonable prior written notice, KMSYS Worldwide may request reasonable records sufficient to verify Customer's compliance with licensed usage limits. Any such review shall be conducted during normal business hours and in a manner designed to minimize disruption to Customer operations.
If under-licensing exceeding five percent (5%) is identified, Customer shall promptly purchase the additional required licenses.
Adding users
Add users by purchasing additional packages or licenses. Total concurrent users may not exceed the number contracted. Multiple install media don't increase the user count.
Transfers
You may transfer the software to another computer after removing it from the original. Upgrades replace the prior version — they don't double-count as a separate license. The software is subject to U.S. Commerce Department export restrictions and is intended for use in the country of sale.
Limited warranty
KMSYS Worldwide warrants the physical media and documentation against defects. The software itself is provided as-is; the full statement binds the licensee.
Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, KMSYS WORLDWIDE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
KMSYS WORLDWIDE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SOFTWARE OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Cybersecurity and unsupported environments
Customer acknowledges that operation of legacy systems, unsupported operating systems, third-party infrastructure, or insecure network environments may materially affect Software performance and security.
KMSYS Worldwide shall not be responsible for vulnerabilities, breaches, outages, or operational impacts arising from unsupported environments, third-party systems, customer configurations, or failure to implement commercially reasonable security controls.
Support
Customer Service: (770) 635-6350. Technical questions: support@kmsys.com. The full agreement is also published at www.kmsys.com.
Support, maintenance, updates, and technical assistance are provided only under an active support agreement or maintenance plan, if purchased separately.
KMSYS Worldwide does not guarantee uninterrupted operation, response times, or compatibility with future operating systems or third-party software unless expressly agreed in writing.
Intellectual property
The Software is licensed, not sold. KMSYS Worldwide and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein.
Governing law and venue
This Agreement shall be governed by the laws of the State of Georgia, excluding conflict-of-law principles. Any legal action arising under this Agreement shall be brought exclusively in the state or federal courts located in Fulton County, Georgia.
Termination
KMSYS Worldwide may terminate this Agreement upon written notice if Customer materially breaches this Agreement and fails to cure such breach within thirty (30) days.
Upon termination, Customer shall cease use of the Software and destroy or return all copies.