QuEST sQLCP-on-a-WSDMM Application EULA

Version 03

DATED: September 25, 2024

End User License Agreement

Please read this End User License Agreement (“EULA”) before You purchase a License Key for the QuEST sQLCP-on-a-WSDMM Application and subsequently download and use the QuEST sQLCP-on-a-WSDMM Application.

By purchasing a License Key and/or downloading and using the QuEST sQLCP-on-a-WSDMM Application, You agree, without reservation to be bound by the terms of this EULA. If You do not agree with the terms of this EULA, please do not purchase a License Key and/or download and use the QuEST sQLCP-on-a-WSDMM Application.

If You accept the terms and conditions in this EULA on behalf of a company or other legal entity, You warrant that You have full legal authority to accept the terms and conditions in this EULA on behalf of such company or other legal entity, and to legally bind such company or other legal entity.

You may not accept this EULA if You are not of legal age to form a binding contract with QuEST Rail.

Definitions

In this EULA the expressions below shall have the meaning assigned to them in this clause, unless the context requires otherwise:

“Confidential Information” — any and all information that QuEST Rail discloses to You, whether in writing, electronically or orally and in any form (tangible or intangible) that is confidential, proprietary, or relates to shareholders, whether commercial, technical, financial, customer, supplier, product, or production related;
“Documentation” the detailed information about the QuEST sQLCP-on-a-WSDMM Application, its features and the system requirements as made available on the website of QuEST Rail, as amended from time to time;
“Experimental Features” features clearly identified as experimental that may be made available to You by QuEST Rail for testing purposes and that may be enabled or disabled by default;
“QuEST sQLCP-on-a-WSDMM Application License” the license for the QuEST sQLCP-on-a-WSDMM Application for the Term (as hereinafter defined);
“License Key” a unique code provided by QuEST Rail, which enables You to activate and to subsequently use the QuEST sQLCP-on-a-WSDMM Application;
“MAJOR Version Upgrades” is any modification or update that is considered an incompatible application programming interface change.
“QuEST Rail” QuEST Rail Rail LLC, a Missouri limited liability company with a registered address at 2000 US Hwy 63 South, Moberly, MO 65270;
“QuEST sQLCP-on-a-WSDMM Application” any software application and/or all of the contents of the files and/or other media, including software setup files, licensed to You by QuEST Rail, including any Updates;
“Updates” any modified versions and updatesto the QuEST sQLCP-on-a-WSDMM Application (excluding MAJOR Version Upgrades and other upgrades of the QuEST sQLCP-on-a-WSDMM Application) which add functionality in a backward compatible manner or fix bugs in a backward compatible manner and which are the type that QuEST Rail generally makes available free of charge to You;
“Use” the access, download, install, copy or get benefit from using the QuEST sQLCP- on-a-WSDMM Application in accordance with the documentation;
“WSDMM” KB Signaling’s Wayside System Data Management Module.
“You” you, the final and ultimate user of the QuEST sQLCP-on-a-WSDMM Application or the authorized representative of a company or other legal entity that will be the final and ultimate user of the QuEST sQLCP-on-a-WSDMM Application, and the company or other legal entity that will be the final and ultimate user of the QuEST sQLCP-on-a- WSDMM Application, if applicable.

General

This EULA applies to any licenses granted to You by QuEST Rail for the use of the QuEST sQLCP-on-a-WSDMM Application.
By purchasing a License Key for the QuEST sQLCP-on-a-WSDMM Application and/or downloading and using the QuEST sQLCP-on-a-WSDMM Application, You enter into this EULA with QuEST Rail.
You acknowledge that this EULA may be modified from time to time without prior notice to You. Such modifications will be effective upon posting on https://www.questrail.com/sqlcp-wsdmm/eula/.

License

Subject to the terms and conditions of this EULA and to Your payment of the invoiced fee, QuEST Rail grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to Use the QuEST sQLCP-on-a-WSDMM Application in accordance with this EULA. QuEST Rail reserves all rights not expressly granted to You.
QuEST Rail is and remains the owner of any intellectual property rights with respect to the QuEST sQLCP-on-a-WSDMM Application. You shall not acquire any ownership to the QuEST sQLCP-on-a-WSDMM Application as result of Your purchase of the License Key or Your Use of the QuEST sQLCP-on-a-WSDMM Application.

Permitted Use and Restrictions

In order to be able to install the QuEST sQLCP-on-a-WSDMM Application and receive Updates and upgrades, Your computer shall have access to the Internet and shall meet the system requirements described in the accompanying documentation that can be found on the webpage: https://www.questrail.com/sqlcp-wsdmm
You shall Use the QuEST sQLCP-on-a-WSDMM Application on the WSDMM.
You shall Use the QuEST sQLCP-on-a-WSDMM Application in accordance with applicable laws and shall not: a. rent, lease, lend, sell, redistribute, sublicense or otherwise commercially exploit the QuEST sQLCP-on-a-WSDMM Application License or QuEST sQLCP-on-a- WSDMM Application; b. assign the License Key or the QuEST sQLCP-on-a-WSDMM Application License without prior written approval of QuEST Rail; c. Use the QuEST sQLCP-on-a-WSDMM Application for any unlawful or illegal activity, or to facilitate an unlawful or illegal activity; d. delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the QuEST sQLCP-on-a-WSDMM Application; e. copy (except as otherwise provided in this EULA), adapt, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the QuEST sQLCP-on-a-WSDMM Application and the License Key or any parts thereof, except to the extent permitted by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the QuEST sQLCP-on-a-WSDMM Application; or f. disclose Confidential Information unless disclosure is required by law or authoritative and compelling order.
QuEST Rail may modify the QuEST sQLCP-on-a-WSDMM Application at any time at its sole discretion and without notice to You, for example but not limited to a requirement to comply with applicable law or a court order, to avoid a third-party infringement claim or to provide Updates and upgrades.

Technical support

QuEST Rail will make available to You any available Updates and upgrades.
You will be entitled to receive Updates free of charge during the supported life of the software upon purchasing the QuEST sQLCP-on-a-WSDMM Application License for the QuEST sQLCP-on-a-WSDMM Application.
You may need to pay an additional fee for upgrades such as MAJOR Version Upgrades or premium add-on features.
You can view and/or download available Updates, upgrades and purchased MAJOR Version Upgrades from the website of QuEST Rail (www.questrail.com/sqlcp-wsdmm).
Any technical support provided by QuEST Rail, including the provision of Updates and upgrades, will be provided in an adequate way on an “as is” basis without any warranty, as soon as reasonably practicable, subject to availability of personnel.
The terms of this EULA will govern any Updates.

Use of data

QuEST Rail and its affiliates may periodically collect and use technical and related data concerning the QuEST sQLCP-on-a-WSDMM Application You have licensed, including about the version number of the QuEST sQLCP-on-a-WSDMM Application You have installed, technical information about your device, system and application software, peripherals and related information about the system You have installed the QuEST sQLCP-on-a-WSDMM Application on. QuEST Rail will use such data, as long as it is in a form that does not personally identify You, to facilitate maintenance and support with respect to the QuEST sQLCP-on-a-WSDMM Application, to improve its products and to provide further services or technologies to You.
QuEST Rail may process personal data with respect to You, if and to the extent necessary to provide the License Key, to provide maintenance and support to You with respect to the QuEST sQLCP-on-a-WSDMM Application and to comply with its obligations under this EULA. To the extent QuEST Rail will process personal data, it will comply with its obligations under applicable data protection law. Please see our privacy statement for more details on the processing of Your personal data that QuEST Rail has collected and received through its website.

Disclaimer

You Use the QuEST sQLCP-on-a-WSDMM Application at Your own risk and the entire risk as to satisfactory quality, performance and accuracy is with You.
THE QuEST SQLCP-ON-A-WSDMM APPLICATION AND ACCOMPANYING DOCUMENTATION ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, QUEST RAIL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE QUEST SQLCP-ON-A-WSDMM APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Liability limitation

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: a. IN NO EVENT WILL QUEST RAIL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE QUEST SQLCP-ON-A-WSDMM APPLICATION; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE QUEST RAIL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. IN NO EVENT WILL QUEST RAIL'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO QUEST RAIL PURSUANT TO THIS AGREEMENT FOR THE QUEST SQLCP-ON-A- WSDMM APPLICATION. c. THE LIMITATIONS SET FORTH IN THIS LIABILITY LIMITATIONS SECTION SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

Export Regulation

The QuEST sQLCP-on-a-WSDMM Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the QuEST sQLCP-on-a-WSDMM Application to, or make the QuEST sQLCP-on-a-WSDMM Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

Termination

This EULA and the QuEST sQLCP-on-a-WSDMM Application License will continue to be in force until terminated by you or QuEST Rail (“Term”).
You may terminate this EULA by deleting the QuEST sQLCP-on-a-WSDMM Application from your WSDMM.
QuEST Rail is entitled to terminate the QuEST sQLCP-on-a-WSDMM Application License by blocking the License Key during the license Term with immediate effect and without prior notice in the event You fail to comply with the terms in this EULA, in the event QuEST Rail ceases to support the QuEST sQLCP-on-a-WSDMM Application or in the event QuEST Rail is required to do so by law or an order of an applicable court. QuEST Rail may also terminate the QuEST sQLCP-on-a-WSDMM Application License in order to effect your request for a pro-rated credit of fees paid for the QuEST sQLCP- on-a-WSDMM Application License in order for and so as to allow You to upgrade into a subscription arrangement with QuEST Rail.
Upon termination of the QuEST sQLCP-on-a-WSDMM Application License, You shall cease all use of the QuEST sQLCP-on-a-WSDMM Application.
You acknowledge that the provisions of this EULA, which by their nature are intended to survive termination, will remain in effect after termination of this EULA.

Governing Law and Disputes

This EULA shall be governed by and construed in accordance with the laws of the Missouri, excluding its conflicts of law rules.
Any dispute between QuEST Rail and You shall exclusively be submitted to the competent state or federal court located in the State of Missouri.

Contacts

Any communication regarding the QuEST sQLCP-on-a-WSDMM Application or QuEST Rail shall be addressed at info@questrail.com.