Software license terms and conditions

1. DEFINITIONS.

"Authorization Code" means, collectively, the specific code and authorization key for each copy of the Licensed Software issued by StataCorp to Customer

"Authorized User" means an employee, contractor, registered student, research assistant, or agent of Customer authorized by Customer to use the Licensed Software.

"Authorized Reseller" means an authorized distributor, authorized reseller, or dealer of the Licensed Software.

"Concurrent Authorized Users" means Authorized Users who use the software at the same time in accordance with the terms of this Agreement.

"Confidential Information" has the meaning set forth in Section 7 of this Agreement.

"Customer Enhancements" means enhancements to Stata Special Files in which the copyright is owned by Customer and which are derivative works of the StataCorp Enhancements.

"Documentation" means the user's manuals and supporting documentation, which may be in printed or electronic form, provided with the Licensed Software under this Agreement.

"License Fee" means the applicable fee for which Customer licenses the Licensed Software.

"License Period" means a perpetual term unless (a) terminated as provided below or (b) a specific fixed term is otherwise set forth in the License and Authorization Key document.

"Licensed Software" means the specific software licensed by Customer under the terms of this Agreement (as specified in the License and Authorization Key document issued to Customer), including any Updates and Upgrades thereto.

"Serial Number" means a set of unique characters associated with a specific copy of the Licensed Software issued by StataCorp to Customer (based on the specific configuration and release of the Licensed Software and the license type, license term, number of Concurrent Authorized Users, network, and/or operating system designated by Customer during the ordering process).

"StataCorp Enhancements" means Stata Special Files or enhancements to Stata Special Files in which the copyright is owned by StataCorp or distributed by StataCorp from time to time. StataCorp Enhancements are not defined as Software.

"Stata Special Files" are files with file extensions of .ado, .class, .dlg, .idlg, .hlp., .ihlp, .mata, .mnu, .scheme, .sthlp or .style. These files may be modified and distributed by the Customer pursuant to the terms and conditions of this license.

"Technical Support Terms" means the terms governing StataCorp's then-current standard technical support services for the Licensed Software, which can be accessed on StataCorp's web site at the following URL: http://www.stata.com/support/tech-support/policy.html.

"Third-Party Software" means certain software supplied by third parties that StataCorp provides access to as part of the Licensed Software.

"Update" means a revision to the Licensed Software or patch that improves the functionality of the Licensed Software, and may contain new features or enhancements, which is not an Upgrade.

"Upgrade" means a subsequent version of the Licensed Software that StataCorp designates as a new release and makes generally commercially available.

2. License and Authorization Key document, LICENSE GRANTS, THIRD-PARTY SOFTWARE, RESTRICTIONS AND OWNERSHIP.

2.1 License and Authorization Key Document. StataCorp shall issue Customer a License and Authorization Key document via e-mail, fax, postal mail, or courier (e.g., FedEx, UPS, DHL) that sets forth the specific Licensed Software and the specific number of Concurrent Authorized Users and Serial Number and Authorization Code associated with the Licensed Software (the "License and Authorization Key document"). The License and Authorization Key document is hereby incorporated by reference into this Agreement. Licenses.

2.2 Licences

(a) Single-User License Grant. This Section 2.2(a) applies only to a Customer whose License and Authorization Key document issued by StataCorp specifies the "License Type" as "Single User". A Single-User License is for a named individual who is identified as the only Authorized User.
(i) Licensed Software. Subject to the terms and conditions of this Agreement, StataCorp grants to Customer a non-assignable, non-transferable license, without the right to sublicense, to use the Licensed Software, in object-code form only, solely for Customer's internal business, research, or educational purposes. Customer may install up to three (3) copies of the Licensed Software, provided that only one (1) copy is in use at any given time (i.e., no concurrent use on different computers).

(ii) Documentation. Subject to the terms and conditions of this Agreement, StataCorp grants to Customer a non-assignable, non-transferable license, without the right to sublicense, to use the Documentation in connection with Customer's authorized use of the Licensed Software. Customer may not reproduce or distribute the Documentation in any manner, whether physically or electronically. Customer shall not, nor permit any third party to, make the Documentation available on any web site.

(b) Concurrent Authorized-User License Grant.

(i) Network License Grant–Licensed Software. This Section 2.2(b)(i) applies only to a Customer whose License and Authorization Key document issued by StataCorp specifies the "License Type" as "Network". Subject to the terms and conditions of this Agreement, StataCorp grants to Customer a non-assignable, non-transferable license, without the right to sublicense, to use the Licensed Software, in object-code form only, within a local area network solely for Customer's internal business, research, or educational purposes. Customer is authorized by StataCorp to install the Licensed Software on an unlimited number of machines as long as the specific number of Concurrent Authorized Users for which Customer has paid the applicable License Fee is not exceeded.

(ii) Compute-Server License Grant–Licensed Software. This Section 2.2(b)(ii) applies only to a Customer whose License and Authorization Key document issued by StataCorp specifies the "License Type" as "Compute Server". Subject to the terms and conditions of this Agreement, StataCorp grants to Customer a non-assignable, non-transferable license, without the right to sublicense, to use and execute the Licensed Software, in object-code form only, installed on a single compute server solely for Customer's internal business, research, or educational purposes. Customer is authorized by StataCorp to install the Licensed Software on only one compute server or one node of a cluster for the specific number of Concurrent Authorized Users for which Customer has paid the applicable License Fee as long as the specific number of Concurrent Authorized Users for which Customer has paid the applicable License Fee is not exceeded.

(iii) Lab License Grant–Licensed Software. This Section 2.2(b)(iii) applies only to a Customer whose License and Authorization Key document issued by StataCorp specifies the "License Type" as "Lab". Subject to the terms and conditions of this Agreement, StataCorp grants to Customer a non-assignable, non-transferable license, without the right to sublicense, to use the Licensed Software, in object-code form only, solely in an educational lab environment for teaching purposes (but not for research purposes). Customer is authorized to install the Licensed Software on an unlimited number of machines as long as the specific number of Concurrent Authorized Users for which Customer has paid the applicable License Fee is not exceeded.

(iv) Network, Compute Server, and Lab License Grant–Documentation. This Section 2.2(b)(iv) applies to a Customer whose License and Authorization Key document issued by StataCorp specifies the "License Type" as "Network", "Compute Server", or "Lab". Subject to the terms and conditions of this Agreement, StataCorp grants to Customer a non-assignable, non-transferable license, without the right to sublicense, to use the Documentation in connection with Customer's authorized use of the Licensed Software (excluding use of the Documentation to support the use of any version of the Licensed Software other than the then-current version of the Licensed Software) and limited to the specific number of Concurrent Authorized Users for which Customer has paid the applicable License Fee. Customer is permitted to make the Documentation available via a local area network only to Concurrent Authorized Users. Except as otherwise expressly provided herein, Customer may not reproduce or distribute the Documentation in any manner, whether physically or electronically. Customer shall not, nor permit any third party to, including, without limitation, any Authorized User, make the Documentation available on any publicly accessible web site.

(v) Customer Obligations. This Section 2.2(b)(v) applies to a Customer whose License and Authorization Key document issued by StataCorp specifies the "License Type" as "Network", "Compute Server", or "Lab". Customer is responsible for managing the usage of the Licensed Software to ensure that such usage does not exceed the specific number of Concurrent Authorized Users for which Customer has paid the applicable License Fee. Customer may add additional Concurrent Authorized Users to Customer's account for the Licensed Software by placing an order with StataCorp or an Authorized Reseller. One copy of the Licensed Software may be made for backup purposes only.

2.3 Third-Party Software. The Third-Party Software is subject to various other terms and conditions imposed by the licensors of such Third-Party Software. A list of the applicable Third-Party Software licenses is located on the StataCorp web site located at http://www.stata.com/help.cgi?copyright. Customer's use of the Third-Party Software is subject to, and governed by, the respective Third-Party Software licenses, except that this Section 2.3 (Third-Party Software) and Section 4.2 (No Warranty) and Section 8 (Limitation on Liability) of this Agreement also govern Customer's use of the Third-Party Software. Customer agrees to comply with the terms and conditions contained in all such Third-Party Software licenses

2.4 Serial Number and Authorization Code. StataCorp shall issue to Customer a Serial Number and Authorization Code in the License and Authorization Key document for each copy of the Licensed Software. Customer is entirely responsible for any and all activities that occur under Customer's account and all charges incurred from use of the copy of the Licensed Software assigned by Serial Number and Authorization Code to Customer (e.g., maintenance, support, or license or subscription fee charges). The Licensed Software shall be deemed accepted upon StataCorp's delivery of the Authorization Code to Customer by StataCorp or an Authorized Reseller.

2.5 License to StataCorp Enhancements. Subject to the terms and conditions of this Agreement, StataCorp grants to Customer a non-assignable, non-transferable, royalty-free license, without the right to sublicense, to use the StataCorp Enhancements solely with the Software for Customer's internal business, research, or educational purposes. In addition, subject to the terms and conditions of this Agreement, StataCorp grants to Customer a non-assignable, non-transferable, royalty-free license to modify, reproduce, and distribute the StataCorp Enhancements to create Customer Enhancements solely for use with the Software. Customer may distribute the Customer Enhancements to third parties either at no charge or for a fee. THE STATACORP ENHANCEMENTS ARE PROVIDED TO CUSTOMER ON AN "AS IS" AND "WHERE IS" BASIS and without warranty of any type or kind. STATACORP AND ITS THIRD PARTY LICENSORS HEREBY EXPRESSLY DISCLAIM AND EXCLUDE ALL WARRANTIES AND CONDITIONS, whether statutory, express, implied OR OTHERWISE, WITH RESPECT TO THE STATACORP ENHANCEMENTS, including, but not limited to, any implied warranty of, merchantability, fitness for a particular purpose AND non-infringement of third party rights.

2.6 License to Customer Enhancements. If Customer submits Customer Enhancements to StataCorp or makes Customer Enhancements generally available for modification, use or distribution without charge by third parties, Customer grants to StataCorp a perpetual, irrevocable, transferable, royalty-free license to modify, reproduce, and distribute the Customer Enhancements, with the right to sublicense through multiple tiers of distribution. THE CUSTOMER ENHANCEMENTS ARE PROVIDED TO STATACORP ON AN "AS IS" AND "WHERE IS" BASIS and without warranty of any type or kind. CUSTOMER HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES AND CONDITIONS, whether statutory, express, implied OR OTHERWISE, WITH RESPECT TO THE CUSTOMER ENHANCEMENTS, including, but not limited to, any implied warranty of, merchantability, fitness for a particular purpose AND non-infringement of third party rights.

2.7 Restrictions. Customer shall not, nor permit any person (including any Authorized User) to: (i) reverse engineer, reverse compile, decrypt, disassemble, or otherwise attempt to derive the source code of the Licensed Software (except to the extent that this restriction is expressly prohibited by law); (ii) modify, translate, or create derivative works of the Licensed Software; (iii) sublicense, resell, rent, lease, distribute, market, commercialize, or otherwise transfer rights or usage to the Licensed Software (except as expressly permitted under this Agreement); (iv) remove, modify, or obscure any copyright notices or other proprietary notices or legends appearing on or in the Licensed Software, or any portion thereof; (v) transfer, use, or export the Licensed Software in violation of any applicable laws, rules, or regulations of any government or governmental agency; (vi) use the Licensed Software or any system services accessed through the Licensed Software to disrupt, disable, or otherwise harm the operations, software, hardware, equipment, and/or systems of a business, institution, or other entity, including, without limitation, exposing the business, institution, or other entity to any computer virus, trojan horse, or other harmful, disruptive, or unauthorized component; or (vii) embed the Licensed Software in any third-party applications, unless otherwise authorized in writing in advance by an officer of StataCorp.

2.8 Ownership. StataCorp shall retain all right, title, and interest, including all intellectual property rights, in and to the Licensed Software, StataCorp Enhancements owned by Stat and Documentation provided by StataCorp to Customer under this Agreement. Customer will not remove, alter, or destroy any form of copyright notice, proprietary markings, or confidential legends placed upon or contained within the Licensed Software, StataCorp Enhancements or Documentation, or any component thereof.

3. TECHNICAL SUPPORT AND UPGRADES AND UPDATES.

3.1 Technical Support. StataCorp agrees to provide Customer and its Concurrent Authorized Users with technical support services in accordance with StataCorp's Technical Support Terms, which are hereby incorporated by reference into this Agreement. StataCorp reserves the right to make changes to the technical support services offered by StataCorp and change the Technical Support Terms at any time, and StataCorp will post notice of the changes and the updated Technical Support Terms on the StataCorp web site. Customer's continued use of the technical support services after such changes have been posted means that Customer agrees to the new Technical Support Terms, even if Customer has not reviewed the changes.

3.2 Updates and Upgrades. To receive and use an Upgrade, Customer must pay the applicable fees for that Upgrade and agree to StataCorp's standard terms and conditions governing the use of that Upgrade. If no such standard terms and conditions are stated by StataCorp, the terms of this Agreement shall apply, and the Upgrade shall be deemed Licensed Software. StataCorp will issue a new Serial Number for the Upgraded version of the Licensed Software. For a Single User License, once StataCorp issues the new Serial Number for an Upgraded version of the Licensed Software, Customer shall be able to continue to use the prior version of the Licensed Software. For Network, Compute Server, and Lab Licenses, once StataCorp issues the new Serial Number for an Upgraded version of the Licensed Software, Customer shall be able to continue to use the prior version of the Licensed Software on the condition that the total, combined number of Concurrent Authorized Users who are using the Licensed Software (either the prior or current version, or both) does not exceed the specific number of Concurrent Authorized Users for which Customer has paid the applicable fee. For any type of license selected by Customer (i.e., Single User, Network, Compute Server, or Lab), technical support services are provided only for the Authorized Users of the then-current version of the Licensed Software.

4. Limited warranty; warranty disclaimer.

4.1 Limited Media Warranty. For thirty (30) days from the date of purchase, StataCorp warrants that the media on which the Licensed Software, StataCorp Enhancements and Documentation is furnished shall be free from defects in material and faulty workmanship. Customer may return for replacement, without charge, any media that fails to meet this limited media warranty to StataCorp or the dealer from whom the Licensed Software (and StataCorp Enhancements) was purchased, as applicable, within the 30-day period. StataCorp or the applicable dealer will not be responsible for replacing any media that contains defects due to Customer's misuse. The foregoing is Customer's sole remedy, and StataCorp's sole obligation, with respect to a breach of the limited media warranty.

4.2 No Warranty. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 4.1 ABOVE, THE LICENSED SOFTWARE, DOCUMENTATION, AND SUPPORT SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS IS" AND "WHERE IS" BASIS and without warranty of any type or kind. STATACORP HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES AND CONDITIONS, whether statutory, express, implied, OR OTHERWISE, WITH RESPECT TO THE LICENSED SOFTWARE AND SUPPORT SERVICES, including, but not limited to, any implied warranty of, merchantability, fitness for a particular purpose, AND non-infringement of third-party rights.

5.1 Term. Except for Customers with a fixed-term License Period, this Agreement shall commence on the Effective Date and shall continue in effect until terminated as set forth below. If the License Period is for a fixed term, this Agreement will commence on the Effective Date and shall continue until the earlier to occur of the expiration of the License Period or the termination of this Agreement as set forth below. In the case of additional Concurrent Authorized Users who are authorized and added after the initial License Fee payment, the term of their usage of the Licensed Software shall be coterminous with the preexisting then-current term. If Customer purchases an Upgrade, the term of the Agreement shall continue in effect for the specific term set forth in the new License and Authorization Key document issued for the Upgrade.

5.2 Termination. Customer may terminate this Agreement at any time upon thirty (30) days' prior written notice to StataCorp. StataCorp may terminate this Agreement immediately without notice if Customer breaches any term of this Agreement, including, without limitation, breaching the scope of the license granted or confidentiality obligations under this Agreement.

5.3 Effect of Expiration or Termination. Upon expiration or termination of this Agreement, (i) the rights and licenses granted to Customer pursuant to this Agreement shall automatically and immediately terminate and (ii) Customer shall immediately cease using the Licensed Software. In addition, for a fixed-term License Period, upon expiration of the License Period, the Authorization Code will expire and the Licensed Software will cease to function. Sections 2.3, 2.5, 2.6, 4.2, 5.3, 7, 8, 9, and 10 of this Agreement shall survive any expiration or termination of this Agreement

6. FEES AND PAYMENT.

6.1 Fees and Payment Terms. Customer licenses the Licensed Software from StataCorp. This Agreement is between Customer and StataCorp solely. The applicable License Fee is specified on the StataCorp web site or in the specific price proposal provided by StataCorp or an Authorized Reseller. The payment terms and conditions for the License Fee payable to StataCorp are specified on the StataCorp web site at the following URL: http://www.stata.com/order/standardpayterms.html ("Payment Page"). The payment terms and conditions for the License Fee payable to an Authorized Reseller are as specified by the specific Authorized Reseller. All fees paid to StataCorp are non-refundable except as explicitly permitted from time to time on http://www.stata.com. StataCorp may terminate this Agreement and/or invalidate Customer's Serial Code and/or Authorization Code if the billing or contact information is false, fraudulent, or invalid. Customer will pay all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties, and any other similar taxes and duties, including penalties and interest, imposed by any United States federal, state, provincial, or local government entity or any non-U.S. government entity on the transactions contemplated by this Agreement, excluding taxes based upon StataCorp's net income.

6.2 Additional Concurrent Authorized Users Fee. During the License Period, Customer shall pay to StataCorp or the specific Authorized Reseller the then-current rate for any licenses for additional Concurrent Authorized Users. This fee shall be charged or invoiced to Customer on the date such additional Concurrent Authorized Users are added to Customer's account.

6.3 Concurrent Authorized User Accounting. Customer shall maintain business practices and records necessary to manage the number of Concurrent Authorized Users and compliance with the terms of this Agreement. If StataCorp determines that Customer has more Concurrent Authorized Users than Customer has paid for, Customer shall immediately pay StataCorp the applicable additional fees.

8. LIMITATION OF LIABILITY.

8.1 Consequential Damages Waiver. IN NO EVENT SHALL STATACORP HAVE ANY LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF STATACORP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.

8.2 Limitation of Liability. IN NO EVENT SHALL STATACORP'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED: (I) IF THE LICENSED SOFTWARE IS LICENSED FROM STATACORP DIRECTLY, THE LICENSE FEES PAID BY CUSTOMER TO STATACORP FOR THE LICENSED SOFTWARE, OR (II) IF THE LICENSED SOFTWARE IS LICENSED THROUGH AN AUTHORIZED RESELLER, THE LICENSE FEES PAID BY CUSTOMER TO THE APPLICABLE AUTHORIZED RESELLER, AS APPLICABLE. NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.

10. GENERAL. Except as expressly provided herein, Customer may not assign or transfer any of its rights under this Agreement (including its licenses with respect to the Licensed Software and Documentation) without the prior written consent of StataCorp. This Agreement will be governed by and construed in accordance with the laws of the State of Texas and the federal U.S. laws applicable therein, excluding its conflicts of law provisions, and Customer and StataCorp agree to submit to the personal and exclusive jurisdiction of the courts located in Harris County, Texas. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. If any provision of this Agreement is found void and unenforceable, it will be replaced to the extent possible by StataCorp with a provision that comes closest to the meaning of the original provision. This Agreement and the documents referenced in this Agreement, constitute the entire agreement between Customer and StataCorp relating to its subject matter and all terms herein and supersedes all prior or contemporaneous agreements or understandings. This Agreement may be modified or changed only in writing signed by authorized representatives of Customer and StataCorp. Notices hereunder shall be in writing and addressed to Customer at the address provided when purchasing this license or, in the case of StataCorp, when addressed to StataCorp LP, Attn: Director of Operations, 4905 Lakeway Drive, College Station, Texas 77845, USA.