End User Licence Agreement.

1. The agreement and the parties

This End User Licence Agreement is a legal agreement between you, whether an individual or a single legal entity, referred to here as the Licensee, and LaQuest Philippines Inc., referred to here as LaQuest.

It applies once the Licensee has received the Software from LaQuest or from an authorised reseller. The Licensee agrees to be bound by it by installing, copying, downloading or otherwise using the Software, or by selecting the acceptance option where the Software is acquired online.

If the Licensee does not agree to these terms, it must not install or use the Software.

2. Where a signed agreement exists

Most LaQuest software is delivered under a signed agreement. Where the Licensee and LaQuest have entered into a written agreement covering the Software, including a master services agreement, a licence schedule, a statement of work, a service level agreement or a data processing agreement, that agreement prevails over this Licence to the extent of any inconsistency.

This Licence governs where no such agreement is in force. In practice that means evaluation and demonstration copies, software supplied through a reseller without a separate licence, client and mobile applications installed by individual users, and any matter on which a signed agreement is silent.

3. Definitions

In this Licence the following terms have the meanings given.

• Software means the LaQuest software product identified in the applicable order, quotation or licence schedule, together with its documentation and any update, upgrade, supplement, add on component or internet based service component that LaQuest later provides for it. This Licence covers BrMIS, HIMS, LIMS and LaQuest Payroll, and any other software LaQuest supplies under it.
• Licensed Processes means the units of measurement stated in the applicable order, quotation or licence schedule for which the Fees have been paid. The unit differs by product, and may be counted by barangay or office, by facility or bed, by bench or instrument, by employee record, by concurrent process or by named user.
• Fees means the licence, subscription, support or other charges stated in the applicable order, quotation or licence schedule.
• Embedded Software means third party software, including open source components, incorporated in or supplied with the Software.
• OEM Distribution means the distribution of the Software, or any part of it, embedded within or bundled with a Licensee product supplied to a third party.
• Licence Key means any code, file or credential issued by LaQuest that enables the Software.

4. Licence grant

Subject to the Licensee complying with this Licence and paying the Fees, LaQuest grants the Licensee a non exclusive, non transferable, non sublicensable licence to install and use the Software:

• for the Licensee's internal production use, by no more Licensed Processes than those for which the Fees have been paid; and
• for the Licensee's internal non production use, for development or testing, on an unlimited number of Licensed Processes.

The Licensee may also make copies of the Software as reasonably required for backup, archiving and data protection purposes.

The term of the licence is as stated in the applicable order or licence schedule. Where no term is stated and the Fees are a one time charge, the licence is perpetual, subject to termination under this Licence. Where the Fees are periodic, the licence continues for as long as the Fees are paid.

5. Evaluation licences

At the Licensee's request LaQuest may supply an evaluation version of the Software, which may have limited functionality or a limited period of use. Where the Software is supplied for evaluation, the Licensee's rights are limited to installing, using and operating it for the purpose of evaluation, subject to any limitation built into that version, and it must not be used in production.

6. Fees

The Licensee must pay all Fees by the date they fall due. Where Fees are not paid by the due date, LaQuest may suspend or terminate the licences granted under this Licence, having given the Licensee written notice and a reasonable opportunity to remedy the non payment.

7. Restrictions

Without LaQuest's prior written consent, which may be withheld or given subject to conditions, the Licensee must not:

• copy or use the Software other than as this Licence expressly permits;
• deploy the Software on more Licensed Processes than those for which the Fees have been paid;
• transfer, sell, rent, lease, lend, distribute or sublicense the Software to any third party;
• use the Software as, or as part of, a service offering whose principal purpose is to provide the functionality of the Software to others;
• reverse engineer, disassemble or decompile the Software, except to the extent that this restriction cannot lawfully be imposed;
• alter, modify, enhance or prepare a derivative work from the Software;
• alter or remove any proprietary notice in the Software;
• make the functionality of the Software, or any Licence Key, available to a third party;
• copy or embed any accessible code contained in the Software into another application;
• publish or publicly communicate the results of benchmarking or performance testing of the Software;
• export or re export the Software in breach of the export control laws of the Philippines, of any other jurisdiction whose laws apply to the export, or of any applicable sanctions regime;
• supply the Software to any person or entity subject to applicable trade sanctions or appearing on a restricted or denied party list;
• distribute the Software by OEM Distribution without a separate written OEM agreement with LaQuest;
• transmit or upload, or cause to be transmitted or uploaded, any virus, worm, trojan horse, time bomb, trap door or other code, file or program, or repeated requests for information, designed to interrupt, destroy or limit the functionality of any software, hardware or telecommunications equipment, or to impair the performance of the Software; or
• use the Software for any unlawful purpose.

A breach of this section entitles LaQuest to suspend or terminate the licences granted under this Licence, in addition to any other remedy available to it.

8. Licence protection mechanisms

The Software contains mechanisms that manage and protect the intellectual property rights of LaQuest and its suppliers, and that enforce the use rules in this Licence. The Licensee must not modify, circumvent or disable them. Any attempt to do so entitles LaQuest to terminate the licences granted under this Licence.

9. Proprietary rights

LaQuest reserves all rights not expressly granted. The Software and all copies of it are protected by copyright and other intellectual property laws and treaties. LaQuest, or the relevant third party, owns all title, copyright and other intellectual property rights in the Software and every copy of it. The Software is licensed, not sold, and the Licensee acquires no ownership in it.

The Licensee acknowledges that the Software contains proprietary information and trade secrets of LaQuest, and agrees not to act inconsistently with LaQuest's ownership of them. In particular, the Licensee must not use the Software, directly or indirectly, to build a competing product or service.

10. Third party and embedded components

The Software contains Embedded Software. Additional terms may apply to the Licensee's use of it, and where they do, those terms govern that component. Where a component is supplied under an open source licence, nothing in this Licence restricts the Licensee's rights under that licence. A list of Embedded Software and the applicable notices is supplied with the Software or on request.

11. Support and maintenance

On the purchase of a full licence, support and upgrades are included for the first three months. After that period the Licensee must hold a current support and maintenance service to receive further upgrades and support. Renewal is described in a separate agreement and may attract additional Fees. Support is available only while the Licensee complies with this Licence and has paid all Fees due.

Service levels, response targets and escalation are set in the applicable support agreement rather than here. Our support page describes the routes in.

This Licence applies to any update, supplement, add on component or internet based service component that LaQuest provides after the Licensee obtains its initial copy, unless LaQuest supplies different terms with that component.

12. Personal data

Where the Licensee uses the Software to process personal data, the Licensee is the personal information controller of that data and LaQuest, to the extent it processes it at all, acts as a personal information processor on the Licensee's documented instructions.

Where the Software is installed and operated entirely on the Licensee's own infrastructure, LaQuest holds no copy of the data processed in it. Where LaQuest hosts or operates the Software for the Licensee, or has access to data in it for support purposes, the parties will enter into a data processing agreement setting out purpose, security measures, sub processors, breach notification, assistance with data subject requests, and return or deletion at the end of the engagement. That agreement prevails over this section.

The Licensee is responsible for the accuracy, quality, integrity, legality and lawful basis of the data it processes using the Software, and for taking its own backups where it requires data to be retained. Our Privacy Policy explains how LaQuest handles personal information in its own right.

13. Records and audit

Where LaQuest reasonably suspects that the Software has been distributed to or obtained by a person without its written consent, or that the Software is being varied, accessed or used other than as this Licence permits, LaQuest may require the Licensee to provide a certificate signed by the Licensee's auditor confirming compliance with this Licence. If an unqualified certificate is not provided within thirty days of the request, LaQuest may terminate the licences granted under this Licence.

14. The Licensee's representations and warranties

The Licensee represents and warrants that:

• if an individual, it is at least eighteen years old;
• if an entity, it is duly organised and validly existing in good standing under the laws of the jurisdiction in which it was organised;
• it has full power and authority to enter into this Licence, which is a legal, valid and binding obligation enforceable against it;
• the information it provides is true, accurate and complete; and
• it will use the Software only for lawful purposes and in accordance with all applicable laws and regulations.

15. Disclaimer of warranty

THE SOFTWARE, AND ANY SERVICES OR MAINTENANCE PROVIDED UNDER THIS LICENCE, ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. LAQUEST DOES NOT WARRANT THAT THE SOFTWARE, OR THE SERVICES OR MAINTENANCE PROVIDED UNDER THIS LICENCE, WILL MEET THE LICENSEE'S REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS THE LICENSEE SELECTS, THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED. LAQUEST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT AND TITLE, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE OR TRADE.

THE LICENSEE ACKNOWLEDGES THAT THE SOFTWARE RELIES ON EMBEDDED SOFTWARE AND OTHER THIRD PARTY SOFTWARE FOR CERTAIN FUNCTIONS, AND THAT LAQUEST MAKES NO REPRESENTATION OR WARRANTY THAT SUCH SOFTWARE WILL BE ERROR FREE, ACHIEVE A PARTICULAR PURPOSE OR PERFORM TO A PARTICULAR STANDARD.

Nothing in this section limits any warranty expressly given in a signed agreement between the parties.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LAQUEST NOR ITS LICENSORS WILL BE LIABLE TO THE LICENSEE OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS LICENCE OR THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING LOSS OF USE, LOSS OF BUSINESS, LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA OR COMPUTER FAILURE, EVEN IF ADVISED OF THE POSSIBILITY AND REGARDLESS OF THE THEORY ON WHICH THE CLAIM IS BASED.

THE AGGREGATE LIABILITY OF LAQUEST AND ITS LICENSORS TO THE LICENSEE, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL NOT EXCEED FIVE HUNDRED UNITED STATES DOLLARS (USD 500).

The parties acknowledge that LaQuest has set its prices and entered into this Licence in reliance on these limitations, which allocate risk between the parties and form part of the basis of the bargain.

Nothing in this Licence excludes or limits liability to a greater extent than applicable law permits, and nothing excludes or limits liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

17. Indemnity

The Licensee will defend, indemnify and hold harmless LaQuest and its affiliates, subsidiaries, officers, directors, shareholders, employees, representatives, agents, successors and assigns against any loss, liability, damage, expense or cost, including reasonable legal fees, arising from any claim relating to:

• the Licensee's breach of any term, condition, representation or warranty in this Licence;
• the Licensee's breach of any term governing Embedded Software; or
• the Licensee's violation of any applicable law.

18. Term and termination

This Licence takes effect when the Licensee first installs or uses the Software, or accepts these terms, and continues until terminated.

The Licensee may terminate it at any time by ceasing all use of the Software and destroying or returning all copies. This Licence terminates automatically if the Licensee fails to comply with any of its terms. On termination the Licensee must destroy or return all copies of the Software.

Termination does not limit any right or remedy available to LaQuest at law or in equity. The sections covering proprietary rights, disclaimer of warranty, limitation of liability, indemnity, governing law and this section survive termination.

19. Assignment

The Licensee may assign this Licence to a successor on a merger, acquisition or change of control, or, where the Licensee is a supplier, to a government agency, provided that LaQuest is notified in writing within ninety days, the assignee agrees to be bound by this Licence, and the Licensee makes no further use of the Software. LaQuest may assign its rights and obligations without consent. Any assignment in breach of this section is void.

20. Publicity

Neither party will make any public announcement about this Licence, its value or its terms without the other's prior written consent. LaQuest may, however, use the Licensee's name and logo on customer lists, consistent with the Licensee's trademark guidelines, provided the use does not imply the Licensee's endorsement of LaQuest or of any LaQuest product or service.

21. Notices

LaQuest may give the Licensee general notice by electronic mail to the address held on record for it. The Licensee must give notice to LaQuest by email to accounts@laquest.net, and such notice takes effect when received.

22. Governing law and disputes

This Licence is governed by the laws of the Republic of the Philippines, including its conflict of law rules.

The parties will first attempt to resolve any dispute arising out of or in connection with this Licence by good faith negotiation. Failing that, the dispute will be referred to and finally resolved by arbitration under the laws of the Republic of the Philippines. The courts of Taguig City have exclusive jurisdiction over any proceeding to enforce an arbitral award, and over any matter that cannot be arbitrated.

Any amendment to this Licence must be in writing and signed by both parties.

23. Entire agreement and severability

This Licence, including any addendum or amendment supplied with the Software, is the entire agreement between the Licensee and LaQuest relating to the Software, and supersedes all prior or contemporaneous oral or written communications, proposals and representations concerning it, subject always to the section on where a signed agreement exists.

If any provision is held void, invalid, unenforceable or illegal, the remaining provisions continue in full force and effect.

24. Contact

Questions about this Licence, and all correspondence, should be directed to:

• LaQuest Philippines Inc.
• 8th Floor, Unit B2, Commerce and Industry Plaza Building, McKinley Town Center, Campus Avenue, Fort Bonifacio, Taguig City, 1635 Metro Manila, Philippines
• Email connect@laquest.net
• Telephone +63 956 345 3017

Formal notices under this Licence should be sent to accounts@laquest.net.