Terms and Conditions

This License Agreement (“Agreement”) is by and between QuickReplace LLC (QuickReplace) and the person or entity licensing the QuickReplace Software (“Company”). This Agreement consists of each Order and these Terms and Conditions (“Terms”).

1. Overview
1. QuickReplace is the owner and licensor of several software applications, libraries, and packages, as described by QuickReplace on QuickReplace’s website and in QuickReplace’s marketing materials (the “QuickReplace Software”). The QuickReplace Software consists of multiple products (each, a “Product”), which may be licensed individually and are described in greater detail in an Order. Products are referred to herein as QuickReplace Software. QuickReplace offers Company one or more options to use the QuickReplace Software as documented by QuickReplace subject to the restrictions stated in this Agreement. QuickReplace may also provide support services (“Support and Updates”) and other services, including consulting services regarding Company’s use of the QuickReplace Software (collectively with Support and Updates, the “Services”).
2. QuickReplace makes the QuickReplace Software and Services available to Company directly or through a third party (such as an authorized reseller) using a written online or offline order process (each, an “Order”).
3. Pursuant to the terms of this Agreement, QuickReplace will provide to Company the QuickReplace Software or Services described in each Order.
2. QuickReplace Software and Services
1. During the term of this Agreement, QuickReplace grants to Company and Company accepts a non-exclusive, non-transferable, revocable and limited license to use each item of QuickReplace Software listed on an Order by Company for Company’s own internal use (and not for resale in a materially unaltered form), subject to the terms, obligations, and restrictions set forth in the Order and in this Agreement (“QuickReplace Software License”).
2. Each QuickReplace Software License and each Service is subject to permissions, limitations and responsibilities stated in the applicable Order (“Metrics”), which may state whether Company is permitted to:
1. use the QuickReplace Software for a limited trial only, for a stated time period, or perpetually;
2. evaluate the QuickReplace Software or use it in a production envQuickReplacement;
3. use the QuickReplace Software at no charge or for a stated fee;
4. permit access to the QuickReplace Software to an unlimited number of authorized users or to a limited number of authorized users;
5. install and use the QuickReplace Software in one computing device (“Machine”) or multiple Machines;
6. use a single copy or multiple copies of the QuickReplace Software (“Copies”);
7. use the QuickReplace Software solely for internal development use (“Internal Use”);
8. combine the QuickReplace Software with Company’s own software (“Company Software”);
9. distribute to one or more of Company’s customers (each, a “Customer”);
10. install the QuickReplace Software in Company’s or Customer’s systems (“Installed”) or made available by Company on a website owned or controlled by Company as software as a service (“SaaS”);
11. use the QuickReplace Software in one or more city (each, a “Location”);
12. receive Support and Updates for a limited period of time or not at all; or
13. receive new versions of the QuickReplace Software made available by Company to the general public (“New Versions”) while Support and Updates is current and active, or receive New Versions only when Company pays additional fees.
3. Currently, QuickReplace offers QuickReplace Software Licenses in the following combination of Metrics (each license type expressly excludes any rights not specifically granted):
1. Free Trial License. Grants the use of the QuickReplace Software for private non-production evaluation purposes only (“Trial License”). The QuickReplace Software may not be used in any production, Installed, SaaS, or intranet project.
2. Royalty-Free Redistribution Coverage. This add-on, which may be purchased under an Order, grants Company the right to distribute the QuickReplace Software (without any duty to pay royalties) as part of a number of distinct packaged commercial products to third parties, in accordance with the number of projects covered in the base license (“Royalty-Free Redistribution Coverage”). Grants the use of the QuickReplace Software to deploy within SaaS software services, in accordance with the number of projects covered in the base license.
3. Commercial Licenses. The following licenses (each, a Commercial License”) may be licensed on a per-Product-basis. Commercial Licenses are perpetual in nature, subject to Customer’s compliance with the Agreement. Company may subscribe to Support and Updates, which QuickReplace may modify in it its sole discretion, on a yearly basis. Then-current pricing for Support and Updates is set forth in an Order.
1. Business License. Grants the use of the QuickReplace Desktop Application in an organization at a single Location. The QuickReplace Desktop Application may be installed on one user's machine at a time. This license type does not allow distribution of the QuickReplace Software to third parties, or to non-licensed users within the Customer’s organization.
2. Lite License. Grants the use of QuickReplace library by a single software developer in an organization at a single Location. The QuickReplace Software may be deployed within one web application, intranet application, or desktop software application.
3. Plus License. Grants the use of QuickReplace library by a specified number of software developers up to a maximum of 3 in a single organization in up to 3 Locations. The QuickReplace Software may be deployed in up to a maximum of 3 web, intranet, or desktop software applications.
4. Professional License. Grants the use of QuickReplace library by a specified number of software developers up to a maximum of 10 in a single organization in up to 10 Locations. The QuickReplace Software may be deployed in up to a maximum of 10 web, intranet, or desktop software applications.
5. Supercharged License. Grants the use of QuickReplace library by an unlimited number of software developers in a single organization in unlimited Locations. The QuickReplace Software may be deployed in an unlimited number of web, intranet, or desktop software applications.
6. License for use in a Development Library, API, or SDK. This license includes Royalty-free Redistribution Coverage, and grants the use of QuickReplace library by an unlimited number of software developers in a single organization in unlimited Locations. The QuickReplace Software may be deployed in an unlimited number of web, intranet, or desktop software applications. Pricing and additional terms will be discussed prior to Company's purchase of this Product.
4. Regardless of the type of QuickReplace Software License, QuickReplace and Company expressly agree that Company will not directly compete with the functionality of any current QuickReplace Software or Service.
5. Company may not redistribute, republish, or otherwise make available the QuickReplace Software or Services to any third party without the prior written consent of QuickReplace as stated in an Order or this Agreement.
6. Company will monitor its own use of the QuickReplace Software and report any use in excess of the Metrics and volume. QuickReplace Software may monitor use to verify with QuickReplace servers compliance with Metrics, volume, and the Agreement. Notwithstanding the foregoing, no Company or end-user data is ever transmitted to QuickReplace servers.
3. Data and Content
1. Company retains any and all rights in any information, content, and data provided by Company, including all rights in new versions and derivative works of Company’s information, content, and data. QuickReplace retains any and all rights in any information, content, and data provided by QuickReplace, including all rights in new versions and derivative works of QuickReplace’s information, content, and data.
2. QuickReplace may collect, store, use, aggregate, and share information about Company and its customers, including about how Company and its customers use the QuickReplace Software and any Services. Details about how QuickReplace currently processes Company data are stated in QuickReplace’s Privacy Statement, which QuickReplace may modify from time to time to reflect QuickReplace’s current practices and in response to evolving laws and regulations around the world.
4. Financial
1. Company payment shall be as outlined in each Order. Unless otherwise stated in the Order, payment in full is due to be received by QuickReplace on or prior to delivery of the QuickReplace Software or Services. All fees and payments are non-refundable. QuickReplace reserves the right to increase fees for Products, and Support and Updates, and will provide notice to Company of any increase within 30 days’ of the effectiveness of such increase.
2. All of the prices hereunder are exclusive of any taxes. Company shall be responsible for any federal, state, or local sales, use, Canadian Goods and Services, property, VAT, or similar taxes that are or may be imposed on transactions. In addition to all of its other rights and remedies, if payment is not made by the due date, then QuickReplace may suspend or terminate performance of any or all Services, and suspend or terminate the QuickReplace Software License on all QuickReplace Software.
3. Any amounts not paid by the due date will accrue late payment charges in the amount of one percent (1.0%) per month of the overdue amount. In addition, QuickReplace will have the right to recover all costs of collection, including attorneys’ fees and expenses, accrued or incurred by QuickReplace in any court or other tribunal action to collect unpaid amounts due. Non-payment of recurring monthly subscription fees for more than thirty (30) days after the due date shall result in suspension or termination of QuickReplace Software and Services.
5. Intellectual Property
1. The QuickReplace Software and the results of any Services are owned solely by QuickReplace and are protected by copyright, trademark, and trade secret law, among other types of law. All right, titles and interests to the QuickReplace Software and Services reside in and shall remain with QuickReplace. Company receives only the limited and non-exclusive use rights expressly stated in the Order and in this Agreement. Company may not sell, license, assign, pledge, or otherwise transfer the QuickReplace Software or Services, or any copies thereof, to any third party, or permit or allow any third party to use the QuickReplace Software or Services, except as expressly permitted by this Agreement. Any unauthorized sale, sublicense, assignment, pledge, other transfer, or impermissible use of the QuickReplace Software or Services shall be void and will be a violation of QuickReplace’s rights in the QuickReplace Software and Services.
2. Company acknowledges that without QuickReplace’s written permission in an Order: (i) Company may not duplicate the QuickReplace Software or Services for resale, publication, transfer, conveyance, licensing or sublicensing, or redistribution to any third party; (ii) Company will neither duplicate the QuickReplace Software or Services for redistribution to any third party; (iii) Company will not duplicate or otherwise dispose of the QuickReplace Software of Services in any manner violative of the United States Copyright Act (Title 17, U.S. Code); (iv) the QuickReplace Software and Services may be used only by the aggregate number of authorized users at any given time; (v) the QuickReplace Software and Services may be installed, accessed and used only on as many processors as there are authorized users; (vi) if the Company uses networked equipment, Company will never allow more than the maximum number of authorized users to use the QuickReplace Software or Services at any given time; and (vii) Company may not modify, disassemble, decode, or decompile the QuickReplace Software or Services, in whole or in part.
3. Regardless as to the number of authorized users or uses, Company may make one (1) copy of the QuickReplace Software as an archival or backup copy, which shall bear QuickReplace’s copyright notice and other proprietary markings. Company shall make no other copies of the QuickReplace Software for any purpose.
4. Company shall submit to QuickReplace for approval, prior to use, distribution, or disclosure, any advertising, promotion, or publicity that refers to QuickReplace or that uses the trade names, trademarks, or service marks of QuickReplace (“QuickReplace Marks”). QuickReplace shall have the right to require at its discretion the correction or deletion of any incorrect or misleading material regarding QuickReplace or the QuickReplace Marks in any advertising, promotion, or publicity. QuickReplace may use the name and trademark of Company (“Company Marks”) to list or highlight Company as a licensee of QuickReplace. The use of each Mark, and the goodwill generated thereby, shall inure to the benefit of the owner of the Mark.
6. Confidentiality
1. For purposes of this Agreement, “Confidential Information” shall mean non-public information and data received by either party (“receiving party”) from the other party (“disclosing party”).
2. Notwithstanding the foregoing, information and data shall not be deemed to be Confidential Information if such information or data: (i) was known by the receiving party at the time of such disclosure; (ii) was known to the general public at the time of such disclosure or becomes known to the general public (other than by act of the receiving party) subsequent to such disclosure; (iii) is disclosed lawfully to the receiving party by a third party without restriction; (iv) is developed independently by the receiving party without reference to the disclosing party’s Confidential Information; or (v) is approved in writing by the disclosing party for disclosure by the receiving party.
3. The receiving party may disclose the disclosing party’s Confidential Information when the receiving party is required by law (e.g., by subpoena), provided however the receiving party will give the disclosing party prior written notice of such required disclosure (unless notifying the disclosing party is prohibited by law), and will work with the disclosing party to limit the required disclosure or have the requirement revoked (e.g., a court revokes a subpoena for the Confidential Information).
4. The receiving hereunder shall not disclose to any third-party firm, corporation, individual, or other entity, any Confidential Information which it receives from the disclosing party. For clarity, QuickReplace may disclose the Company’s Confidential Information to QuickReplace’s employees and independent contractors in connection with providing the QuickReplace Software and performing the Services hereunder. The receiving party shall use the same degree of care in safeguarding the Confidential Information as the receiving party uses for its own confidential and proprietary information, but in no event less than a standard of reasonable care.
7. Term and Termination
1. For each item of QuickReplace Software and each Service, the term of this Agreement shall continue perpetually from the date of purchase unless terminated according to section 7.b.
2. Without prejudice to any other rights, either party may terminate this Agreement if the opposite party fails to comply with the terms and conditions of this Agreement. In such event, You must destroy all copies of the Product, including but not limited to backups and all component parts and End User Software.
3. Company recognizes that QuickReplace has expended considerable amounts of time, effort, and money to develop the QuickReplace Software and Services, and that Company’s unauthorized copying, use, transfer, or disclosure of the QuickReplace Software or Services, or their contents, may cause QuickReplace to sustain substantial, irreparable harm and damage. Similarly, each party has expended considerable amounts of time, effort, and money to develop and protect their respective Confidential Information. In addition to all other legal and equitable remedies available to a party, each party may seek from an arbitrator (pursuant to the arbitration provisions of this Agreement) temporary and permanent injunctive relief to remedy any breach of the other party’s obligations under Sections 5 (Intellectual Property), or 6 (Confidentiality) of this Agreement.
8. Representations and Warranties

The parties hereby covenant, represent, and warrant to each other that they are duly authorized and empowered to enter into this Agreement, and that this Agreement constitutes a valid and binding, enforceable Agreement. Company further represents covenants and warrants that this Agreement is not inconsistent with any Agreement or obligation binding Company or its property or assets.

9. Disclaimers and Limitations of Liability
1. THE QUICKREPLACE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS. QUICKREPLACE SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES, OF ANY TYPE, KIND OR DESCRIPTION, INCURRED OR SUSTAINED BY COMPANY OR BY ANY OTHER PERSON OR ENTITY FOR ANY REASON.
2. THE WARRANTIES STATED IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FOR FITNESS FOR A PARTICULAR PURPOSE.
3. NEITHER QUICKREPLACE NOR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE THIRD PARTY LICENSORS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED FROM THE USE OF ANY QUICKREPLACE SOFTWARE OR SERVICES OR THAT THE QUICKREPLACE SOFTWARE OR SERVICES WILL BE ERROR-FREE.
4. IN NO EVENT SHALL QUICKREPLACE NOR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE THIRD-PARTY LICENSORS HAVE ANY LIABILITY FOR LOST PROFITS OR FOR INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LIABILITY TO ANY PERSON ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY.
5. IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF QUICKREPLACE, ITS AFFILIATES, AND THEIR RESPECTIVE THIRD-PARTY LICENSORS HEREUNDER EXCEED THE GREATER OF (I) THE AMOUNTS RECEIVED BY QUICKREPLACE FROM COMPANY DURING THE TWELVE (12) MONTHS PRIOR TO THE MAKING OF THE CLAIM, AND (II) $100, WHICH SHALL BE COMPANY’S EXCLUSIVE REMEDY AGAINST QUICKREPLACE, ITS AFFILIATES AND THEIR RESPECTIVE THIRD-PARTY LICENSORS UNDER THIS AGREEMENT.
6. All disclaimers herein shall not be applicable to liabilities that cannot be waived under the applicable laws or regulations of the United States (including US State and Federal law) or any other applicable country or jurisdiction.
10. Indemnification
1. Should any portion of the QuickReplace Software become, or in QuickReplace’s opinion be likely to become the subject of a claim of infringement, QuickReplace may, as Company’s sole and exclusive remedy, elect to (1) obtain for Company at QuickReplace’s expense the right to use such portion, or (2) replace or modify the QuickReplace Software so that it becomes non-infringing, or (3) remove the infringing portion and grant to Company a credit prorated to reflect the portion of the overall fees paid by Company attributable to such portion of the QuickReplace Software. The foregoing states the entire liability of QuickReplace with respect to allegation or claim of infringement of any intellectual property rights.
2. Company will defend, indemnify, and hold QuickReplace harmless at Company’s expense for any claim that alleges that the Company Software, Company’s data, or Company’s materials infringes upon a copyright, patent or other right, and Company will pay all damages and costs awarded by a court in connection with such claim. In the event Company redistributes, republishes, or otherwise permits use of the QuickReplace Software or Services, as provided by QuickReplace or as modified by Company, in violation of this Agreement, Company shall indemnify, defend, and hold QuickReplace harmless from any loss, damage or claim arising therefrom. Each indemnification claim requires that QuickReplace: (i) gives prompt written notice of the claim to the Company; (ii) gives Company sole control of the defense or settlement of the claim; and (iii) provides to Company all necessary information, assistance, and authority to defend. Company shall promptly defend or settle the claim at Company’s sole cost and with Company’s counsel, but Company shall not have the right to admit liability on behalf of QuickReplace, or assess any blame, responsibility, costs, or fees to QuickReplace.
11. General Provisions
1. Entire Agreement. The parties acknowledge and agree that this Agreement (including each Order) embodies the complete and exclusive understanding and Agreement of the parties with respect to the QuickReplace Software and Services, and supersedes any prior or contemporaneous proposal, agreement, or license whether oral or written, and any other communication between the parties.
2. Changes to this Agreement. This Agreement shall not be modified or amended except by a written instrument, signed by both parties. The version of this Agreement posted to QuickReplace’s website is the current set of Terms that QuickReplace may modify from time to time. For each Order placed by Company, the current version of this Agreement will apply to that Order, unless the parties have otherwise signed a hard copy or digital version of these Terms independent of the web-based Terms, in which case the signed version of the Terms will control.
3. Export Control. Company will comply with all export control laws and regulations of the United States and all other countries and jurisdictions. Company will not remove or export from the United States or allow the export or re-export of any part of the QuickReplace Software or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department's Table of Denial Orders or U.S. Treasury Department's list of Specially Designated Nationals (or any list that replaces such list); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority that has jurisdiction. Company agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The QuickReplace Software is further restricted from being used for terrorist activity, or for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the U.S. government.
4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming and the federal laws of the United States, without reference to conflicts of laws provisions and policies. Any dispute between the parties shall be determined by one arbitrator in binding arbitration administered by the American Arbitration Association (adr.org) if all parties are based in the United States; otherwise, the arbitration shall be administered by the International Centre for Dispute Resolution (icdr.org). The arbitrator shall decide all questions of arbitrability, and shall be empowered to issue preliminary, temporary, and injunctive relief by issuing an initial award. All hearings will be conducted by audio conference or video conference. The language of the arbitration shall be English. The arbitrator’s awards will be binding on the parties and may be entered and enforced in any courts or tribunals of competent jurisdiction.
5. Severability. If any provision of this Agreement shall be determined to be void or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
6. Waiver. Any waiver of a breach or of performance of a term or condition of this Agreement shall be in writing, signed by both parties hereto. The failure of either party to insist on strict adherence to any term of this Agreement on any occasion shall not be deemed a waiver of its right thereafter to insist on such adherence.
7. Headings. Headings are for convenience only and are not part of this Agreement. They shall not be used to modify or construe the terms of the sections they introduce.
8. Notice. All notices required to be given by this Agreement shall be sent by certified mail, return receipt requested, or by courier, to the party to be notified at the address set forth in the Order, or to such other or new address as to which notice has been given. All notices made under this Agreement shall be effective twenty calendar days after mailing.
9. Successors and Assigns. This Agreement is not assignable by either party without the other party’s written permission and is binding upon the permitted successors of each party to this Agreement. However, either party may assign no less than all of its rights under this Agreement to an affiliate or successor as a result of a merger, acquisition, or reorganization, and the assignment will be effective on receipt of written notice by the non-assigning party.
10. Independent Contractor. The relationship of the parties is that of independent contractors. This Agreement does not create any actual or apparent agency, partnership, or relationship of employer and employee between the parties hereto.
11. Force Majeure. Except for a party’s payment obligations, neither party shall have any liability for any defaults or delays resulting from circumstances reasonably beyond its reasonable control.
12. Company Documents. The provisions and terms of any document issued by Company in conjunction with this Agreement shall be of no effect and shall not in any way extend, affect, or amend the terms and conditions set forth in this Agreement (including any Order) unless expressly accepted in writing by QuickReplace.