Software Maintenance and Technical Support Agreement
Last Updated: 5/2025
QoS Networking, Inc.
bitB END USER SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (AN ORDERING ENTITY) AND QOS NETWORKING. IT PROVIDES A LICENSE TO USE THIS SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS.
1. DEFINITIONS
a) "QoS Networking" means QoS Networking, Inc., a New York corporation with offices in Clifton Park, NY 12065
b) "Software" means the executable code of Brad-In-The-Box (bitB), additional tools, libraries, source files, header files, data files, any updates or error corrections provided by QoS Networking, any user manuals, guides, printed materials, on-line or electronic documentation.
c) "License Key" means a serial number issued to You by QoS Networking to activate and use the Software.
d) "Named User" is an individual authorized by You to use the Software through the assignment of a single user ID, regardless of whether or not the individual is using the Software at any given time. A non-human operated device is counted as a User in addition to all individuals authorized to use the Software, if such device can access the Software.
e) "Maintenance Plan" is a time-limited right to technical support and Software updates and upgrades. Technical support only covers issues or questions resulting directly out of the operation of the Software. QoS Networking will not provide you with generic consultation, assistance, or advice under any other circumstances.
f) “You” shall mean the Ordering Entity itself and shall not apply to, nor bind (1) the individual(s) who utilize the Software/Service/Site on Contractor’s behalf or (2) any individual users who happens to be employed by, or otherwise associated with, Ordering Entity. Contractor will look solely to Ordering Entity to enforce any violation or breach of this Agreement by such individuals, subject to Federal law.
2. LICENSE GRANTS
2.1 Subscription license.
When purchasing a subscription license to the Software an update fee is included in the subscription license, thus the Licensee will have access to relevant updates.
3. LICENSE RESTRICTIONS
3.1 You shall undertake any necessary steps to protect the License Key against unauthorized use.
3.2 You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
3.3 You may not sell, rent, lease, sub license, transfer, resell for profit or otherwise distribute the Software or any part thereof.
3.4 You may not modify the Software or create derivative works based upon the Software.
3.5 You may not remove or obscure any copyright and trademark notices relating to the Software.
4. USE OF LICENSING FUNCTIONALITY
4.1 If you have licensed a qualifying edition of the Software, you may use the functionality labeled "Licensing" solely for the purposes of applying the Licensing functionality processes and/or restrictions to your products and distributing such products to your end users for their trial purposes for a predetermined period of time. For the avoidance of doubt, the foregoing limitations apply only to your use of the Licensing functionality and not your use of the Software in general.
4.2 You may not use or apply the Licensing functionality for the benefit of any software products which are not owned by you.
5. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
This Agreement gives you limited rights to use the Software. QoS Networking retains all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by QoS Networking. The structure, organization and code of the Software are valuable trade secrets and confidential information of QoS Networking.
6. LIMITATION OF LIABILITY
QoS Networking shall be relieved of any and all obligations for any portions of the software that are revised, changed, modified, or maintained by anyone other than QoS Networking. This clause shall not impair the U.S. Government’s right to recover for fraud or crimes arising out of or related to this Contract under any federal fraud statute, including the False Claims Act, 31 U.S.C. 3729-3733.
7. PATENT AND COPYRIGHT INDEMNITY
7.1 QoS Networking represents and warrants that the Software shall not infringe or misappropriate any copyrights, patents, trade secret rights, trademarks and other intellectual property rights.
7.2 In the event the Software is found to infringe, QoS Networking will have the option, at its expense, to
a) modify the Software to cause it to become non-infringing
b) substitute the Software with other Software reasonably suitable to You, or
c) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund any license fees paid for the Software.
7.3 QoS Networking will have no liability for any claim of infringement based on
a) code contained within the Software which was not created by QoS Networking
b) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by QoS Networking or under QoS Networking's direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that QoS Networking provides to You, or
c) the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by QoS Networking if such infringement would have been avoided by the use of the Software without such programs or data.
8. LIMITED WARRANTIES
8.1 WITHOUT LIMITATION, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. QOS NETWORKING MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. IN PARTICULAR, THE SOFTWARE IS NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE. QOS NETWORKING EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.
8.2 QoS Networking warrants that it holds the proper rights allowing it to license the Software and is not currently aware of any actions that may affect its rights to do so.
8.3 QoS Networking cannot guarantee that the Software will work at all times. If you change your operating system, the software may not work anymore. You acknowledge and agree that such changes are fair and reasonable.
8.4 You should make sure that it is legal to use the Software in your country or jurisdiction. QoS Networking only provides a license for You to use the software. It is Your responsibility to make sure that You are allowed to use the Software.
8.5 QoS Networking reserves the right at any time to cease the support of the Software and to alter prospectively the prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
9. MAINTENANCE PLAN
9.1 A time-limited right to technical support and Software updates and upgrades are included in your annual subscription license.
9.2 If you do not renew your annual subscription License, you lose your right to technical support and Software updates and upgrades as of the date your current Subscription License expires.
9.3 Technical support only covers issues or questions resulting directly out of the operation of the Software. QoS Networking will not provide you with generic consultation, assistance, or advice under any other circumstances.
9.4 The latest information is provided on the web site at: https://qosnetworking.com/software-maintenance-and-technical-support-agreement/
10. SUPPORT
Except as provided herein, support for the Software is provided to you free of charge while your current Subscription Plan is valid. QoS Networking reserves the right to discontinue of older versions of the Software.
11. HIGH RISK ACTIVITIES
The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). QoS Networking and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
12. SEVERABILITY
If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected.
13. GOVERNING LAW
This Agreement is to be governed by and construed in accordance with the laws of New York State and of the United States. Service of process upon either party shall be valid if served by registered or certified mail, return receipt requested and to the most current address provided by such party.
14. TERMINATION
Your license to use the Software continues until terminated. You may also terminate this Agreement at any time by notifying QoS Networking in writing of termination. On termination, you must destroy all copies of the Software. Your obligation of confidentiality and to pay accrued charges and fees shall survive any termination of this Agreement.
15. ASSIGNMENT
Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part, by you or by QoS Networking, whether voluntary or by operation of law. Any such attempted assignment shall be void and of no effect without the prior written consent of the other party.
16. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and collectively supersede all prior agreements and understandings, both written and oral, with respect to the subject of this matter.