This End-User License Agreement (EULA) is a legal agreement between you, either an individual or a single legal entity, herewith known as “Licensee” and LaQuest Philippines Inc. to use the LaQuest Software. This EULA applies after the Licensee has received the LaQuest Software from a Reseller or LaQuest Philippines Inc. The Licensee agrees to be bound by the terms of this EULA by installing, copying, downloading, or otherwise using the LaQuest Software or by clicking the "I Accept/ Agree" button if acquiring the LaQuest Software online.

Subject to the Licensee’s compliance with the terms and conditions of this EULA, LaQuest Philippines Inc hereby grants to the Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable license to install and use the LaQuest Software only for the Licensee’s internal production use by Licensed Processes, subject to the condition that the Licensee must ensure the maximum number of processes accessing and using the LaQuest Software is equal to the number of Licensed Processes for which the necessary Fees have been paid, or for Licensee’s internal non-production use for development or testing on an unlimited number of Licensed Processes. The Licensee is otherwise permitted to create copies of the LaQuest Software solely for data protection, archiving, and backup purposes.

At the Licensee’s request, LaQuest Philippines Inc. may offer an evaluation version of the LaQuest Software, which may have limited functionality. If the software is provided solely for evaluation purposes, the Licensee’s rights are restricted to the terms of this evaluation license. This license allows the Licensee to download, install, use, and operate the LaQuest Software, subject to any built-in limitations specific to the evaluation version.

The Licensee must pay all Fees by the specified due date. Failure to pay Fees by the due date will result in the immediate termination of the licenses granted under this EULA.

The Licensee hereby agrees, without the prior written consent of LaQuest Philippines Inc which may be withheld or conditioned at LaQuest’s sole discretion, not to: (a) copy or use the LaQuest Software in any manner except as expressly permitted in this EULA; (b) use or deploy the LaQuest Software on any server over the Licensed Processes for which the Licensee has paid the applicable Fee; (c) transfer, sell, rent, lease, lend, distribute, or grant sublicense of the LaQuest Software to any third party; (d) use the LaQuest Software as, or as part of, a service offering primarily designed to offer the functionality of the LaQuest Software; (e) reverse engineer, disassemble, or decompile the LaQuest Software (except to the extent such restrictions are prohibited by law); (f) alter, modify, enhance, or prepare any derivative work from or of the LaQuest Software; (g) alter or remove any proprietary notices in the LaQuest Software; (h) make available to any third party the functionality of the LaQuest Software or any license keys used in connection with the LaQuest Software; (i) copy or embed elements of the Accessible Code contained in the LaQuest Software into other applications; (j) publicly display or communicate the results of internal performance testing or other benchmarking or performance evaluation of the LaQuest Software; (k) export the LaQuest Software in violation of the Philippines’ export administration rules, any other export laws or regulations, or any other applicable law or regulation; (l) distribute the LaQuest Software via OEM Distribution without entering into a separate OEM Distribution agreement with LaQuest Philippines Inc.; (m) perform or facilitate any act which, directly or indirectly, causes to be transmitted to, uploaded, or downloaded by, LaQuest Philippines Inc. or any end user, any LaQuest software viruses, worms, Trojan horses, time bombs, trap doors, or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer LaQuest Software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the LaQuest Software (individually and collectively, a "Virus"); (n) use the LaQuest Software for any illegal purpose; or (o) use with or distribute the LaQuest Software to any person. Any breach or suspected breach of any term or condition outlined in this paragraph will result in the immediate termination of all licenses granted hereunder.

The LaQuest Software includes license protection mechanisms that are designed to manage and protect the intellectual property rights of LaQuest Philippines Inc. and its third-party suppliers. Licensees must not modify or alter those features to try to defeat the LaQuest Software use rules that the license protection mechanisms are designed to enforce. Any such attempt by the Licensee will result in the immediate termination of any license granted under this EULA.

LaQuest Philippines Inc. reserves all rights not expressly granted to the Licensee in this EULA. The LaQuest Software and all copies thereof are protected by copyright and other intellectual property laws and treaties. LaQuest Philippines Inc. or relevant third parties, as applicable, own the entire title, copyright, and other intellectual property rights and interests in and to the LaQuest Software and all subsequent copies of the LaQuest Software. The LaQuest Software is licensed, not sold, and the Licensee does not acquire any rights of ownership in the LaQuest Software. The Licensee acknowledges that LaQuest Software contains proprietary information and trade secrets of LaQuest Philippines Inc. and the Licensee agrees it will not take any actions inconsistent with LaQuest Philippines, Inc.’s ownership of such information and trade secrets. Without limiting the generality of the foregoing, the Licensee agrees it will not directly or indirectly access or use the LaQuest Software to build a competitive commercial product or service. The Licensee acknowledges that the LaQuest Software contains Embedded LaQuest Software and that, in addition to the obligations of this EULA, additional obligations may apply concerning any use of Embedded LaQuest Software by the Licensee. In such circumstances, the Licensee must consult the relevant third party to acquire any necessary licenses and consents regarding its use of any Embedded LaQuest Software. Any breach or suspected breach of any term or condition outlined in this paragraph will result in the immediate termination of all licenses granted hereunder.

Upon the purchase of a full license, support & upgrades are included during the first 3 months only. After that period, the support/upgrades automatically expire. To have access to future upgrades and support of LaQuest Software, the Licensee must have a valid purchased service for Support & Upgrades. For more information on the SLA and support options, and conditions, customers may refer to www.laquest.net/support Renewal of support services and Maintenance provided by LaQuest Philippines Inc. will be substantially described in a separate agreement provided by LaQuest Philippines Inc. to the Licensee and may be subject to the payment of additional Fees. The Licensee must comply with the terms of this License and have paid all Fees due hereunder. LaQuest Philippines Inc. may, at its discretion, modify, suspend, or terminate support at any time upon notice to the Licensee. The terms of this EULA apply to updates, supplements, add-on components, or Internet-based services components of the LaQuest Software (Supplementary LaQuest Software) that LaQuest Philippines Inc. may provide to the Licensee or make available to the Licensee after the date the Licensee obtains its initial copy of the LaQuest Software, unless LaQuest Philippines Inc. provides other terms and conditions along with any Supplementary LaQuest Software.

The license granted under this EULA is effective until terminated. The licensee may terminate this EULA by ceasing all use of the LaQuest Software and destroying or returning all copies of the LaQuest Software. This EULA will automatically terminate if the Licensee fails to comply with any term or condition of this EULA. Upon termination, the Licensee must destroy or return all copies of the LaQuest Software. Termination of this EULA will not limit any of LaQuest Philippines Inc.’s rights or remedies at law or in equity in case of breach.

If LaQuest Philippines Inc. reasonably suspects the LaQuest Software has been distributed to or obtained by any person or party, without LaQuest Philippines Inc.'s prior written consent, and that the LaQuest Software is being varied accessed, or used independently of the LaQuest Software or that the Licensee is otherwise breaching a term of this License, Licensee agrees LaQuest Philippines Inc. has the right to require the Licensee to provide a qualified certificate executed by the Licensee’s auditor verifying compliance with the terms of this EULA. If such an unqualified certificate is not received by LaQuest Philippines Inc. within thirty (30) calendar days of being required, it will be considered a breach of this EULA, which gives LaQuest Philippines Inc. the right to terminate the licenses granted under this EULA.

The Licensee represents and warrants to LaQuest Philippines Inc. that: (a) if an individual, the Licensee is at least eighteen (18) years old; (b) if an entity, the Licensee is duly organized and validly existing in good standing under the laws of the Republic of the Philippines in which it was organized; (c) the Licensee has the full power and authority to enter into this EULA, which constitutes a legal, valid, and binding obligation enforceable against the Licensee by the terms hereof; (d) all information the Licensee provides is true, accurate, and complete; (e) The licensee agrees to use the LaQuest Software only for lawful purposes and by all applicable laws and regulations.

THE LAQUEST SOFTWARE AND ANY SERVICES AND MAINTENANCE PROVIDED HEREUNDER ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LAQUEST PHILIPPINES INC. DOES NOT WARRANT THAT THE LAQUEST SOFTWARE OR THE SERVICES OR MAINTENANCE PROVIDED HEREUNDER WILL MEET THE LICENSEE’S REQUIREMENTS, THAT THE LAQUEST SOFTWARE WILL OPERATE IN THE COMBINATIONS LICENSEE MAY SELECT FOR USE, THAT THE OPERATION OF THE LAQUEST SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL LAQUEST SOFTWARE ERRORS WILL BE CORRECTED. LAQUEST PHILIPPINES INC. HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING, USAGE, OR TRADE.

THE LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE LAQUEST SOFTWARE RELIES UPON THIRD-PARTY LAQUEST SOFTWARE FOR CERTAIN FUNCTIONS AND LAQUEST PHILIPPINES INC. MAKES NO REPRESENTATION, WARRANTY, PROMISE, OR GUARANTEE TO THE LICENSEE THAT SUCH LAQUEST SOFTWARE WILL BE ERROR-FREE, ACCOMPLISH A SPECIFIED PURPOSE, OR PERFORM BY ANY PARTICULAR STANDARD, LEVEL, OR METRIC AND LAQUEST PHILIPPINES INC. WILL NOT BE LIABLE FOR ANY FAILURE THEREOF TO THE LICENSEE.

LAQUEST PHILIPPINES INC. DOES NOT STORE ANY DATA. THE LICENSEE IS SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, SECURITY, MAINTENANCE, AND STORAGE OF ALL DATA BY APPLICABLE LAW. IF THE LICENSEE REQUIRES PERMANENT STORAGE OF ANY DATA USED IN CONNECTION WITH THE LAQUEST SOFTWARE, THE LICENSEE IS SOLELY RESPONSIBLE FOR THE CREATION OF ANY AND ALL BACKUPS OF SUCH DATA BEFORE USING THE LAQUEST SOFTWARE.

TTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LAQUEST PHILIPPINES INC OR ITS LICENSORS BE LIABLE TO THE LICENSEE OR TO ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN ANY WAY RELATING TO OR IN CONNECTION WITH THIS EULA OR THE USE OF OR INABILITY TO USE THE LAQUEST SOFTWARE OR THE SERVICES PROVIDED BY LAQUEST PHILIPPINES INC. HEREUNDER INCLUDING, WITHOUT LIMITATION, DAMAGES OR OTHER LOSSES FOR LOSS OF USE, LOSS OF BUSINESS, LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, INDEMNITY, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT WILL LAQUEST INC. OR ITS LICENSORS' AGGREGATE LIABILITY TO LICENSEE, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED FIVE HUNDRED U.S. DOLLARS (USD 500). The parties expressly acknowledge and agree that LaQuest Philippines Inc. has set its prices and entered into this EULA in reliance upon the limitations of liability specified herein, which allocate the risk between LaQuest Philippines Inc. and the Licensee and form a basis of the bargain between the parties. IF THE LICENSEE IS LOCATED IN ANY COUNTRY, NOTHING OUTLINED IN THIS EULA SHALL EXCLUDE OR LIMIT LIABILITY TO A GREATER EXTENT THAN IS PERMITTED BY APPLICABLE LAW OR SHALL EXCLUDE OR LIMIT LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.

Any disputes arising from or in connection with this Agreement must be resolved through amicable negotiations between the Licensee and LaQuest Philippines Inc. If the parties fail to reach an agreement, the dispute shall be referred to and finally resolved by arbitration under the laws of the Republic of the Philippines.

Neither party will, without the other party’s prior written consent, make any news release, public announcement, denial, or confirmation of this EULA, its value, or its terms and conditions, or in any manner advertise or publish the fact of this EULA. Notwithstanding the above, LaQuest Philippines Inc. may use the Licensee’s name and logo, consistent with the Licensee’s trademark policies, on customer lists so long as such use in no way promotes either endorsement or approval of LaQuest Philippines Inc. or any LaQuest Philippines Inc. products or services.

The licensee may assign this License to succeeding parties in the case of a merger, acquisition, or change of control; or if the Licensee is a supplier, to a government agency; provided, however, that in each case, (a) LaQuest Philippines Inc is notified in writing within ninety (90) days of such assignment, (b) the assignee agrees to be bound by the terms and conditions contained in this License and (c) upon such assignment, the Licensee makes no further use of the LaQuest Software. LaQuest Philippines Inc. may assign its rights and obligations under this License without the consent of the Licensee. Any assignment in contravention of this paragraph shall be void and of no force or effect and will result in the immediate termination of the licenses granted hereunder.

This EULA (including any addendum or amendment to this EULA which is included with the LaQuest Software) is the entire agreement between the Licensee and LaQuest Philippines Inc. relating to the LaQuest Software and supersedes all prior or contemporaneous oral or written communications, proposals, and representations concerning the LaQuest Software or any other subject matter covered by this EULA. If any provision of this License is held to be void, invalid, unenforceable, or illegal, the other provisions shall continue in full force and effect.

LaQuest Philippines Inc. may provide the Licensee with general notice by electronic mail to the Licensee’s e-mail address of record. The Licensee must give notice to LaQuest Philippines Inc. (such notice shall be deemed given when received by LaQuest Philippines Inc.) by emailing LaQuest Philippines Inc. at accounts@laquest.net

This EULA shall be governed by the laws of the Republic of the Philippines, including its conflicts of law rules. Any legal action or proceeding arising under this EULA will be brought exclusively in the Courts of Taguig. Any amendment or modification to the EULA must be in writing and signed by both parties.

The Licensee hereby agrees to defend and hold harmless LaQuest Philippines Inc. and its affiliates, subsidiaries, officers, directors, shareholders, employees, representatives, agents, successors, and assigns (collectively, the Indemnitees) in any action or claim, and to indemnify LaQuest Philippines Inc and its Indemnitees from and against any losses, liabilities, sums of money, damages, expenses, and costs (including, but not limited to, reasonable attorneys' fees) arising from such action or claim and related to: (a) the Licensee’s breach of any term, condition, representation or warranty outlined in this EULA; (b) the Licensee’s breach of any term or condition outlined in an agreement governing any Embedded LaQuest Software; and/or (c) the Licensee’s violation of any applicable law.

Entire Agreement: This EULA constitutes the entire agreement between Licensee and LaQuest Philippines Inc. and supersedes any prior agreements, communications, or understandings between Licensee and LaQuest Philippines Inc.

Please review carefully before clicking "I Accept/Agree. ”