This agreement (the "Agreement") describes the terms and conditions under which You (collectively your employer or company, each individually and collectively identified hereinafter as "You")" may access Developer.iqn.com. 

  1. ACCESS GRANT TO DEVELOPER.IQN.COM
  1.  IQNavigator, Inc. ("IQN") hereby grants You a nonexclusive, nontransferable, revocable, non-sublicensible license to access Developer.iqn.com for the sole purpose of analyzing and utilizing the information contained within Developer.iqn.com solely for your internal use and not for any other commercial purposes or for any redistribution or republication by You.
  2. You shall not:  (i) modify, translate, reverse engineer, decompile, or create derivative works based on Developer.iqn.com or any information contained within Developer.iqn.com; (ii) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer to any third party, in whole or in part, the use of Developer.iqn.com or any information contained within Developer.iqn.com; (iii) upload, post or transmit into Developer.iqn.com any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state or federal law, including violations of the intellectual property rights or any other rights of a third party; (iv) post or transmit into Developer.iqn.com any information or software which contains a virus, cancelbot, Trojan horse, worm or other harmful components; or (v) remove, alter, or obscure any trademark, logo, copyright or other proprietary notices, legends, symbols or labels on Developer.iqn.com.
  3. You shall not post nor submit via Developer.iqn.com, and IQN accepts no liability nor responsibility for, information which is in the nature of "sensitive personal data".  Such data includes personal data which consists of information as to the racial or ethnic origin of any data subject, political opinions, religious beliefs, trade union membership, and physical or mental health information.
  4. You are responsible for maintaining the confidentiality of the password and are fully responsible for all activities that occur under your password. You agree to (a) immediately notify IQN of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session.
  1. TITLE. Developer.iqn.com is licensed, not sold, to You for use only under the terms of this Agreement.   Title, ownership rights, and intellectual property rights in and to Developer.iqn.com and all data contained within Developer.iqn.com shall remain with IQN and its suppliers or licensors.  This Agreement does not convey to You and You will not obtain, any rights of ownership in or related to Developer.iqn.com or the information contained therein, or in the name, trademark or logo of IQN.  All rights not expressly granted to You under this Agreement are reserved by IQN.
  1. WARRANTIES; INDEMNIFICATIONS. 
  1. You hereby represent and warrant to that any information supplied by You (i) is accurate (ii) does not violate any intellectual property rights or other rights of a third party, (iii) is not unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable, and (iv) does not violate any local, state or federal law or regulation.
  1. IQN DISCLAIMER OF WARRANTY.  IQN EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTILIABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY.  IQN DOES NOT WARRANT THAT DEVELOPER.IQN.COM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT YOUR USE OF DEVELOPER.IQN.COM WILL BE ERROR-FREE, VIRUS-FREE OR UNINTERRUPTED.  DEVELOPER.IQN.COM IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS.
  1. EXPORT CONTROLS.   Developer.iqn.com and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries.  You agree to strictly comply with all such laws and regulations and acknowledge that You have the responsibility to obtain such licenses to export, re-export or import as may be required.
  1. U.S. GOVERNMENT RIGHTS.  Developer.iqn.com is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire access to and use of Developer.iqn.com with only those rights set forth therein.
  1. CONFIDENTIAL INFORMATION. 
  1. "Confidential Information" means all of the trade secrets, business and financial information, source codes, software, computer programs, processes, drawing, designs, research plans or specifications, machine and operator instructions, business methods, procedures, know-how and other information of every kind that relates to the business of IQN that is marked or identified as confidential (either verbally or in writing) or is disclosed in circumstances that would lead a reasonable person to believe such information is confidential. Confidential Information includes, without limitation, any documentation provided to You by IQN in connection with Your use of Developer.iqn.com, and any and all passwords and user IDs provided to You to access and use Developer.iqn.com.  You shall not use any Confidential Information of IQN for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of IQN only to Your colleagues, employees or contractors who have a need to know such Confidential Information for purposes of this Agreement and who are legally bound by obligations imposing a duty of confidentiality no less restrictive than Your duty hereunder.  You will protect IQN's Confidential Information from unauthorized use, access, or disclosure in the same manner as the You protect Your own confidential or proprietary information of a similar nature and with no less than reasonable care.
  1. Your obligations hereunder with respect to any Confidential Information of IQN will terminate if and when You can document that such information: (i) was already lawfully known to You, without an existing obligation of confidentiality imposed by IQN or a third party, at the time of disclosure by IQN; (ii) is disclosed to You by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of Yours has become, generally available to the public; or (iv) is independently developed by You without access to, or use of, IQN's Confidential Information.  In addition, You will be allowed to disclose Confidential Information of IQN to the extent that such disclosure is (A) approved in writing by IQN; (B) necessary for You to enforce Your rights under this Agreement in connection with a legal proceeding; or (C) required by law or by the order or a court of similar judicial or administrative body.  To the extent permissible by law, if You are required to disclose Confidential Information as set forth in subsection (C) above, You shall notify IQN of such required disclosure promptly and in writing and shall cooperate with IQN, at IQN's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
  1. You will (i) notify IQN immediately of any unauthorized possession, use or knowledge of the Confidential Information, (ii) promptly furnish the IQN full details of such possession, use or knowledge, and (iii) cooperate with IQN in any litigation against third parties as may be deemed necessary by IQN to protect its proprietary rights in the Confidential Information.
  1. TERMINATION.  IQN may terminate this Agreement and your access to Developer.iqn.com at any anytime with or without notice. The covenants and agreements contained in this Agreement with respect to ownership of proprietary information, use restrictions, confidentiality, liability, indemnification and any other term which by their reading are intended to survive beyond the Term, shall survive any termination of this Agreement.
  1. LIMITATION OF LIABILITY.  IQN WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING LOSS OF DATA, REVENUE, OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE DEVELOPER.IQN.COM OR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION OF THE CONTENT OR INFORMATION THEREIN, EVEN IF IQN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE TOTAL AGGREGATE LIABILITY OF IQN IN CONNECTION WITH THIS AGREEMENT FOR ANY CLAIMS MADE IN CONNECTION THEREWITH WILL NOT EXCEED $500.
  1. CHANGES IN TERMS AND CONDITIONS AND CHANGES IN PRODUCTS AND SERVICES.  IQN reserves the right to modify Developer.iqn.com from time to time, for any reason, and without notice.  IQN reserves the right to modify this Agreement from time to time, without notice.
  1. MERGER.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein  and  supersedes  any  other  agreement,  proposals  and  communications,  written  or  oral.
  1. NON-WAIVER AND SEPARABILITY.  IQN's failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of this Agreement to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of this Agreement remain in full force and effect.
  1. NO RESALE, ASSIGNMENT, OR SUBLICENSING.  You agree not to resell, assign, sublicense, otherwise transfer, or delegate your rights or obligations under this Agreement without prior express written authorization of IQN.
  1. SUCCESSORS AND ASSIGNS.  Without in any way limiting the prohibition on your resale, assignment, sublicensing, or other transfer of rights or obligations, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.
  1. SUBMISSIONS OF IDEAS.  IQN is always improving its products and services and developing new features. If you have ideas regarding improvements or additions to Developer.iqn.com, IQN would like to hear them -- but any submission will be subject to this Agreement. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR RELATED MATERIALS TO IQN BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR ANY RELATED MATERIAL TO IQN, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS AND ARE REPRESENTING AND WARRANTING TO IQN THAT THE IDEA AND/OR RELATED MATERIALS ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR MATERIALS AND THAT IQN IS FREE TO  IMPLEMENT  THE IDEA  AND  TO  USE  THE MATERIALS  IF  IT SO  DESIRES,  AS  PROVIDED  OR  AS MODIFIED BY IQN, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
  1. GOVERNING LAW.  All rights and obligations of the parties under this Agreement, and any action or proceeding under this Agreement, will be governed by and interpreted in accordance with the laws of the State of Colorado, USA exclusively, as such laws apply to contracts between Colorado residents performed entirely within the State of Colorado, USA.