END-USER LICENSE AGREEMENT FOR QUICKHELP STARTER
PLEASE READ THIS END-USER LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING,
INSTALLING, OR USING THE APPLICATION (AS DEFINED BELOW), OR ATTEMPTING TO DO ANY
OF THE FOREGOING, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT
DOWNLOAD, INSTALL OR USE THE APPLICATION.
This end-user license agreement (the “Agreement”), which the parties intend to be legally binding, is
made between BrainStorm, Inc., a Utah corporation (“Application Provider”), and you, an individual
1. Application. For the purpose of this Agreement, the licensed QuickHelp Starter software
application and electronic instructional content downloaded and/or installed through Microsoft’s
marketplace platform for Microsoft Office (“Marketplace”), together with any supporting documentation
which may be provided for such, including any modified, updated or enhanced versions thereof in the
future, will be referred to as the “Application.”
2. License. Subject to the terms and conditions of this Agreement, Application Provider hereby
grants to Customer, and Customer hereby accepts from Application Provider, a non-exclusive, non-
transferable, non-sublicensable, restricted, revocable internal license to install, use, access, run, or
otherwise interact with one copy of the Application on up to five (5) devices that Customer personally
owns or controls and that are affiliated with the Windows Live ID associated with Customer’s Marketplace
account. Customer may not install or use a copy of the Application on a device that Customer does not
personally own or control. If documentation is provided with the Application, Customer may copy and Use
the documentation solely for its internal, reference purposes. If the Application enables access to any
internet-based services in connection with the Application, Customer’s use of these services will be
those services is subject to the terms and conditions of this Agreement and any terms and conditions
provided to Customer by its wireless carrier.
3. Use Restrictions. Application Provider and, as applicable, Application Provider’s licensors,
vendors and/or suppliers, reserve all rights not expressly granted to Customer herein. Without limiting the
generality of the foregoing, Customer shall not (except to the limited extent expressly permitted by
applicable law): (a) copy, modify, adapt, rent, lease, assign, sell, distribute, export, re-export, use in a
service bureau or service provider for third parties or other similar type of environment, sublicense,
translate, or reprogram the Application or any portion thereof except as provided in this Agreement; (b)
timeshare the Application, make the Application available to others on the Internet or any on-line service,
or allow others to copy, access or use the Application; (c) translate, merge, reverse engineer, decompile,
or disassemble the Application; (d) use any individual component of Application in a standalone mode; (e)
create derivative works based upon the Application; (f) work around any technical limitations in the
Application, (g) use the Application to perform any activity which breaches the rights of any third party; (h)
take any actions that would cause the Application to become subject to any open source or quasi-open
source license agreement that is not otherwise applicable; or (i) transfer the Application or Customer’s
license rights under this Agreement, in whole or in part. All restrictions on Customer’s use of the
Application in this Section 3 shall also apply with respect to any third-party software included in the
Application. Customer agrees to defend, indemnify, and hold Application Provider and its Distributors (as
defined below) harmless from and against any and all claims arising out of Customer’s unauthorized use
of the Application or other breach of this Agreement.
4. Ownership of the Application and Intellectual Property. All rights, title and interest in and to
the Application (including any updates or upgrades thereto (if any) provided through this Agreement,
including all worldwide intellectual property rights therein, shall remain with Application Provider or its
licensors, vendors and/or suppliers, as the case may be. No title to or ownership of the Application is
transferred to Customer. Application Provider may make changes to the Application at any time without
notice, and except as otherwise expressly set forth herein, is not obligated to support, maintain, upgrade
or update the Application. The Application is licensed to Customer, not sold. Except as otherwise
expressly provided herein, Application Provider grants no express or implied right under any Application
Provider patent, copyright, trademark, or other intellectual property right. Customer acknowledges that the
Application constitutes proprietary information and trade secrets of Application Provider or its Distributors,
whether or not any portion thereof is or may be the subject of a valid copyright, trademark or patent.
Customer shall maintain all information and data contained in the Application or any portion thereof in
strict confidence and shall not publish, use, communicate or disclose, or permit to be published, used,
communicated or disclosed, to third parties such information and data without Application Provider’s prior
5. Maintenance and Support. Application Provider shall have no support or maintenance
commitment to Customer, and Customer shall have no rights thereto. Additionally, the terms of this
Agreement shall apply to any updates and upgrades for the Application that Application Provider may
supply. Notwithstanding anything in this Agreement to the contrary, Customer expressly acknowledges
that Microsoft Corporation, Inc., wireless carriers over whose network the Application is distributed, device
manufacturers, and its and their respective affiliates, licensors, vendors, agents, and suppliers
(collectively, “Distributors”) will not provide maintenance and support services to Customer related to the
6. Third-Party Software. The Application may include or be bundled with hardware or other
software programs licensed or sold by a licensor other than Application Provider. APPLICATION
PROVIDER DOES NOT WARRANT NON-APPLICATION PROVIDER APPLICATION OR PRODUCTS.
ANY AND ALL SUCH THIRD-PARTY PRODUCTS WHICH MAY BE DISTRIBUTED WITH THE
APPLICATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS
OR IMPLIED, AND CUSTOMER’S INSTALLATION AND USE THEREOF, AND ANY RELATED
WARRANTY SERVICE, IS SUBJECT TO THE APPLICABLE THIRD-PARTY WARRANTY, IF ANY.
7. No Warranties on the Application. The Application is provided “as is,” “with all faults,” and “as
available.” Neither Application Provider, its Distributors, your device manufacturer, or your wireless carrier
are obligated to provide support services for the Application.
8. DISCLAIMER OF WARRANTY. THE APPLICATION IS LICENSED “AS IS,” “WITH ALL
FAULTS,” AND “AS AVAILABLE” AND CUSTOMER BEARS ALL RISK OF USING IT. CUSTOMER
ACKNOWLEDGES AND AGREES THAT CUSTOMER HAS INDEPENDENTLY VERIFIED THAT THE
APPLICATION IS APPROPRIATE FOR THE PURPOSES FOR WHICH CUSTOMER INTENDS TO USE
IT, AND THAT CUSTOMER DID NOT RELY UPON ANY SKILL OR JUDGMENT OF APPLICATION
PROVIDER OR ITS DISTRIBUTORS IN SELECTING THE APPLICATION. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, APPLICATION PROVIDER AND ITS DISTRIBUTORS DISCLAIM
ANY AND ALL EXPRESS, IMPLIED, OR OTHER WARRANTIES, CONDITIONS OR TERMS OF ANY
KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES, CONDITIONS OR OTHER
TERMS OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY, NONINFRINGEMENT,
COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED
THROUGH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT. ANY EXPRESS
WARRANTY MADE OUTSIDE OF THIS AGREEMENT IS EXCLUDED AND SUPERSEDED.
9. EXCLUSION OF REMEDIES AND DAMAGES. IN NO EVENT WILL APPLICATION PROVIDER,
OR ANY OF ITS DISTRIBUTORS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES OF ANY
OF THE FOREGOING, BE LIABLE TO CUSTOMER UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST
OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, REGARDLESS OF
THE BASIS OF THE CLAIM. APPLICATION PROVIDER’S CUMULATIVE LIABILITY FOR DAMAGES
FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE
LIMITED TO NO GREATER THAN THE AMOUNT OF MONEY PAID BY CUSTOMER THROUGH
MARKETPLACE FOR THE APPLICATION THAT CAUSED THE DAMAGES. IN ADDITION,
APPLICATION PROVIDER DISCLAIMS ALL LIABILITY OF ANY KIND OF APPLICATION PROVIDER’S
DISTRIBUTORS. NO ACTION MAY BE BROUGHT AGAINST APPLICATION PROVIDER LATER THAN
ONE (1) YEAR FROM THE DATE CUSTOMER DOWNLOADS THE APPLICATION THROUGH
10. Copyrights, Trademarks, and Patents. The Application, including any third-party software
including therein, is copyrighted and protected by the laws of the United States and other countries, and
by international treaty provisions. In no circumstance may Customer remove any copyright notice from
the Application. Customer agrees to faithfully reproduce and include all trademarks, copyright and other
proprietary notices on any authorized copy of the Application, including those of third parties. “QuickHelp
Starter” and “BrainStorm” are either registered trademarks or trademarks of Application Provider in the
United States and/or other countries. One or more patents, as well as other patent pending technology,
may apply to the Application.
11. Injunctive Relief. Customer hereby expressly agrees that Application Provider, in addition to
any other rights or remedies which Application Provider may possess, shall be entitled to injunctive and
other equitable relief without having to post bond or other security to prevent a material breach or
continuing material breach of this Agreement.
12. Termination. The term of this Agreement, including the license, shall continue until the
occurrence of any of the following: (a) Customer materially breaches any provision of this Agreement; (b)
upon 30 days notice from Application Provider of its desire to terminate, for any reason or no reason; or
(c) upon non-payment by Customer of any license or other fees when due. Upon termination of this
Agreement, Customer shall immediately, in Application Provider’s sole discretion, either cease all use of
the Application, uninstall all the Application, or erase or destroy all copies of the Application within the
possession or control of Customer. Furthermore, upon expiration or termination of this Agreement,
Application Provider may disable all functionality of the Application and refuse Customer further access to
the Application. The foregoing shall not limit or affect any remedy available to Application Provider as a
result of any breach of this Agreement by Customer.
13. Survival. Sections 3, 4, 6, 7-18, and 20 shall survive termination of this Agreement for any
14. GOVERNING LAW; SUBMUSSION TO JURISDICTION AND VENUE. THIS AGREEMENT
AND ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF UTAH AND THE UNITED STATES OF AMERICA, EXCLUDING ITS
PRINCIPLES OF CONFLICT OR CHOICE OF LAWS. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
OF ANY UTAH STATE COURT OR UNITED STATES FEDERAL COURT, IN EITHER CASE SITTING IN
UTAH OVER ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY ANY PARTY ARISING
OUT OF OR RELATING TO THIS AGREEMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AGREES THAT ALL CLAIMS WITH RESPECT TO ANY SUCH SUIT, ACTION OR
OTHER PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH COURTS.
15. Export Law Assurances. Customer shall not export or re-export, or allow the export or re-export
of the Application or any copy, portion or direct product of the foregoing, in violation of any export laws,
restrictions, national security controls or regulations of the United States or other applicable foreign
agency or authority.
16. Severability. If any provision in this Agreement shall be found or be held to be invalid,
unenforceable, or in conflict with applicable law in any jurisdiction in which this Agreement is being
performed, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity,
unenforceability, or conflict, and all other provisions of this Agreement shall remain unaffected.
17. Waiver. No action taken pursuant to this Agreement, including any investigation by or on behalf
of any party, shall be deemed to constitute a waiver by such party of any representation, warranty,
covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of
this Agreement or failure to perform by the other party shall not operate or be construed as a further or
continuing waiver of such breach or failure to perform or as a waiver of any other or subsequent breach or
failure to perform. No failure on the part of any party to exercise, and no delay in exercising, any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of
such right, power or remedy by such party preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any
other remedies provided by applicable law.
18. Assignment. Customer may not assign, sublicense, or transfer this Agreement, the Application,
any right to maintenance and/or support, or any rights or obligations hereunder without prior written
consent of Application Provider. Any such purported assignment, sublicense, or transfer shall be null and
void. Application Provider may terminate this Agreement in the event of any such attempted assignment,
sublicense, or transfer upon written notice to Customer.
19. Publication. Customer hereby consents to Application Provider’s written and oral disclosure of
Customer’s name as an end user of the Application in a factual listing of Application Provider’s to be
published within marketing and promotional materials, in presentations, on tradeshow signs and
materials, on Application Provider external website and/or to financial and industry analysts.
20. Entire Agreement; Amendment. This Agreement (including the Application Provider Privacy
Statement attached hereto as Exhibit A and by this reference incorporated herein) sets forth the entire
understanding and agreement between Customer and Application Provider relating to subject matter
hereof. No licensor, distributor, dealer, retailer, reseller, sales person, or employee is authorized to
modify this Agreement or to make any warranties, representations, or promises that are different from, or
in addition to, the warranties, representations or promises expressly set forth in this Agreement, and
Application Provider is not obligated under any other agreements, unless in writing and signed by an
authorized representative of Application Provider. This Agreement may not be modified or amended
except in a writing agreed to by both parties.
Exhibit A: Application Provider Privacy Statement
Application Provider Privacy Statement
Our Privacy Statement
We understand that your privacy is very important to you. You can trust we make every effort to handle
and contact email@example.com if you have any questions.
BrainStorm will not share any information about our customers which we collect at our website with
anyone. If you provide us with your personal information, comments, or requests for information, we keep
your personal information private. We value your privacy as much as you do.
No unauthorized parties will be allowed access to your personal information and we will not sell or
otherwise knowingly make your information available to anyone outside our organization, unless required
to do so by law. As a customer, your information may be applied to our in-house marketing programs to
inform you of product arrivals and other items we think you might find of interest. If you begin receiving
materials from us and wish to have them stopped, simply contact us.
Privacy is of great importance on the internet. Technology is constantly changing, and we will change
along with it. We will be on constant guard against piracy, and implement whatever measures are
required to give you the most secure experience we can reasonably provide. We reserve the right to
change this policy, and to apply any changes to information previously collected, as permitted by law.
data that you provide. Cookies facilitate future visits to the website so we can customize content to
specific interests. If the cookie contains confidential information, we encrypt it and deliver it using secure
sockets layer (SSL) security, which protects the information as it travels between your computer and our
cookies on your computer by changing the settings your browser's "Preferences" or "Options" menu
Our site may link to other sites not controlled by BrainStorm. We are not responsible for the privacy or
security practices of any other websites.
We reserve the right to change this policy at any time without notice.
The Children's Online Privacy Protection Act (COPPA)
The Children's Online Privacy Protection Act (COPPA) protects the online privacy and personal
information of children under 13 years of age. In compliance with this act, BrainStorm does not promote
online to children, and does not intentionally collect any personally identifiable information from children