The TYCHOMETRICS Program is owned by Predicate Logic, and is copyrighted and licensed, not sold. The term "TYCHOMETRICS Program" means the original TYCHOMETRICS software program and all whole or partial copies of it, consisting of source code, machine-readable instructions, its components, data, audio-visual content (such as images, text, recordings, or pictures), together with the user manual and all other written materials that accompany the software.

1. License

a. Use of the TYCHOMETRICS Program
Predicate Logic grants Licensee, as the original purchaser of the TYCHOMETRICS Program, a perpetual, nonexclusive license to use the TYCHOMETRICS Program. Licensee may use the TYCHOMETRICS Program [on a licensed network for a maximum of [number of] [concurrent or specifically designated] users; alternatively, provide for use on any single computer, provided that at any time it is in use on only one computer.] You may use no more than one copy of the user manual and other written materials for each [concurrent or designated] user. In the case of the License, Predicate Logic grants Licensee, as the original purchaser of the TYCHOMETRICS Program, a perpetual, nonexclusive license to use the TYCHOMETRICS Program. Licensee may use the TYCHOMETRICS Program on a licensed network for a maximum of one server for the database, Kepler, Mediator and Harvester; and up to ten (10) Navigator and/or MAP DK user desktops on the network. You may use no more than one copy of the user manual and other written materials for each [concurrent or designated] user.
Licensee may make one backup or archival copy of the TYCHOMETRICS Program software (for its use only), or transfer the TYCHOMETRICS Program software to a single hard disk provided the original is used only for backup or archival purposes. The number of copies of the user manual and other written materials is limited to the number of authorized concurrent or specifically designated users. Any copies of software or manuals must designate Predicate Logic's copyright ownership in the TYCHOMETRICS Program.
Licensee will ensure that only authorized users will use the TYCHOMETRICS Program, and that anyone who uses the TYCHOMETRICS Program does so only in compliance with the terms of this Agreement. Licensee may not 1) use, copy, modify, or distribute the TYCHOMETRICS Program except as provided in this Agreement; 2) reverse assemble, reverse compile, or otherwise translate the Program except as specifically permitted by law without the possibility of contractual waiver; or 3) sublicense, rent, or lease the Program.

b. Transfer of Rights and Obligations
Licensee may not transfer its TYCHOMETRICS Program license rights under this Agreement without the express written consent of Predicate Logic.

2. Charges

The charge for this License is specified in the contract.

3. Limited Warranty

Predicate Logic warrants that the TYCHOMETRICS software will perform substantially in accordance with the user manual and other written materials for a period of 30 days from the date of installation. Any implied warranties on the TYCHOMETRICS software are limited to 30 days.

No other warranties: Predicate Logic disclaims all other warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, with respect to TYCHOMETRICS Program software and printed materials.

4. Items Not Covered by Warranty

Predicate Logic does not warrant uninterrupted or error-free operation of the TYCHOMETRICS software.


5. Limitation of Liability

Predicate Logic shall not be liable for any consequential or incidental damages, including without limitation, lost profits, lost savings, business interruption, loss of business information, or any other incidental, special, or other economic consequential damages, even if Predicate Logic is informed of their possibility. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply.

6. Customer Remedy

Predicate Logic's entire liability and licensee's exclusive remedy shall be, at Predicate Logic's option, either (a) return of the price paid or (b) repair or replacement of the software that does not meet Predicate Logic's limited warranty. This limited warranty is void if failure of the software has resulted from accident, abuse, or misapplication. Any replacement software will be warranted for the remainder of the original warranty period or 30 days, whichever is longer.

7. Intellectual Property Rights

United States patent and copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the TYCHOMETRICS Program. All title and intellectual property rights in and to the TYCHOMETRICS Program (including but not limited to any images, photographs, and text, incorporated into the TYCHOMETRICS Program), the accompanying printed materials, and any copies of the TYCHOMETRICS Program, are owned by Predicate Logic. This license grants Licensee no rights to use such content. Predicate Logic reserves all rights not expressly granted under this license.


8. Audit

Upon reasonable notice, Predicate Logic may at its own expense audit your site(s) to ensure compliance with this Agreement. Predicate Logic will notify you in writing of any deficiency in compliance and will provide a recommended plan for resolving outstanding issues. Your failure to cure such deficiencies within thirty (30) days after receipt of the written notification will constitute a material breach and will be grounds for immediate termination of this License.

9. Indemnity

Predicate Logic agrees to indemnify, hold harmless and defend Licensee from and against any claims or lawsuits, including attorney's fees, asserting any alleged infringement or violation of the intellectual property or contractual rights of any other person or entity based on the license of the Software granted herein; provided:

a. such claims or lawsuits are based solely on the TYCHOMETRICS Program as it was originally shipped to Licensee by Predicate Logic; and

b. Licensee promptly notifies Predicate Logic in writing of any such claims or lawsuits; and

c. Licensee cooperates in Predicate Logic's defense thereof as reasonably requested by Predicate Logic.

10. General Provisions relating to TYCHOMETRICS Program License

Predicate Logic may terminate this license if Licensee fails to comply with the terms of this Agreement. If Predicate Logic does so, Licensee must immediately destroy the TYCHOMETRICS Program and all copies Licensee made of it.

Neither Licensee nor Predicate Logic will bring a legal action under this Agreement more than two years after the cause of action arose unless otherwise provided by local law without the possibility of contractual waiver or limitation.

Neither Licensee nor Predicate Logic is responsible for failure to fulfill any obligations due to causes beyond its control.

Product support, program services and/or technical support are not provided for the TYCHOMETRICS Program pursuant to this license. Product support, program services and/or technical support may be provided pursuant to a separate agreement.

If any provision in this License is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or
Unenforceability, and the other provisions of this agreement shall remain unaffected.

No waiver of any right under this agreement shall be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this agreement.

This license constitutes the entire agreement between the parties on the subject matter of this license and supersedes any previous understandings, commitments or agreements, oral or written, pertaining to the subject matter of this Agreement. A writing signed by authorized representatives of both parties may not modify it except. The laws of the State of California govern this License Agreement.