2.1 License and Authorization Key Document, and Affiliate Usage.
StataCorp shall issue Customer a License and Authorization Key document via e-mail, fax, postal mail, or courier (e.g., FedEx, UPS, DHL) that sets forth the specific Licensed Software and the specific number of Concurrent Authorized Users and Serial Number and Authorization Code associated with the Licensed Software (the “License and Authorization Key document”). The License and Authorization Key document is hereby incorporated by reference into this Agreement. Affiliates of Customer may use and access the Licensed Software in accordance with this Agreement. Customer is responsible for their compliance with this Agreement.

2.2 Licenses.

2.3 Third-Party Software.
The Third-Party Software is subject to various other terms and conditions imposed by the licensors of such Third-Party Software. A list of the applicable Third-Party Software license terms is located on the StataCorp website located at http://www.stata.com/help.cgi?copyright and provided by the Stata Command, copyright. Customer’s use of the Third-Party Software is subject to, and governed by, the specified Third-Party license terms, except that this Section 2.3 (Third-Party Software) and Section 4 (Limited Warranty) and Section 8 (Limitation on Liability) of this Agreement also govern Customer’s use of the Third-Party Software. Customer agrees to comply with such Third-Party license terms.

2.4 Serial Number and Authorization Code.
StataCorp shall issue to Customer a Serial Number and Authorization Code in the License and Authorization Key document for each copy of the Licensed Software. Customer is entirely responsible for any and all activities that occur under Customer’s account and all charges incurred from use of the copy of the Licensed Software assigned by Serial Number and Authorization Code to Customer (e.g., maintenance, support, or license or subscription fee charges). The Licensed Software shall be deemed accepted upon StataCorp’s delivery of the Authorization Code to Customer by StataCorp or an Authorized Reseller.

2.5 License to StataCorp Enhancements.
Subject to the terms and conditions of this Agreement, StataCorp grants to Customer a non-assignable, non-transferable, royalty-free license, without the right to sublicense, to use the StataCorp Enhancements solely with the Software for Customer’s internal business, research, or educational purposes. In addition, subject to the terms and conditions of this Agreement, StataCorp grants to Customer a non-assignable, non-transferable, royalty-free license to modify, reproduce, and distribute the StataCorp Enhancements to create Customer Enhancements solely for use with the Software. Customer may distribute the Customer Enhancements to third parties either at no charge or for a fee. THE STATACORP ENHANCEMENTS ARE PROVIDED TO CUSTOMER ON AN ‘AS IS’ AND ‘WHERE IS’ BASIS AND WITHOUT WARRANTY OF ANY TYPE OR KIND. STATACORP AND ITS THIRD PARTY LICENSORS HEREBY EXPRESSLY DISCLAIM AND EXCLUDE ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE STATACORP ENHANCEMENTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

2.6 License to Customer Enhancements.
If Customer submits Customer Enhancements to StataCorp or makes Customer Enhancements generally available for modification, use or distribution without charge by third parties, Customer grants to StataCorp a perpetual, irrevocable, transferable, royalty-free license to modify, reproduce, and distribute the Customer Enhancements, with the right to sublicense through multiple tiers of distribution. THE CUSTOMER ENHANCEMENTS ARE PROVIDED TO STATACORP ON AN ‘AS IS’ AND ‘WHERE IS’ BASIS AND WITHOUT WARRANTY OF ANY TYPE OR KIND. CUSTOMER HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE CUSTOMER ENHANCEMENTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

2.7 Restrictions.
Customer shall not, nor permit any person (including any Authorized User) to: (i) reverse engineer, reverse compile, decrypt, disassemble, or otherwise attempt to derive the source code of the Licensed Software (except to the extent that this restriction is expressly prohibited by law); (ii) modify, translate, or create derivative works of the Licensed Software; (iii) sublicense, resell, rent, lease, distribute, market, commercialize, or otherwise transfer rights or usage to the Licensed Software (except as expressly permitted under this Agreement); (iv) remove, modify, or obscure any copyright notices or other proprietary notices or legends appearing on or in the Licensed Software, or any portion thereof; (v) transfer, use, or export the Licensed Software in violation of any applicable laws, rules, or regulations of any government or governmental agency; (vi) use the Licensed Software or any system services accessed through the Licensed Software to disrupt, disable, or otherwise harm the operations, software, hardware, equipment, and/or systems of a business, institution, or other entity, including, without limitation, exposing the business, institution, or other entity to any computer virus, trojan horse, or other harmful, disruptive, or unauthorized component; or (vii) embed the Licensed Software in any third-party applications, unless otherwise authorized in writing in advance by an officer of StataCorp.

2.8 Ownership.
StataCorp shall retain all right, title, and interest, including all intellectual property rights, in and to the Licensed Software, StataCorp Enhancements owned by StataCorp and Documentation provided by StataCorp to Customer under this Agreement. Customer will not remove, alter, or destroy any form of copyright notice, proprietary markings, or confidential legends placed upon or contained within the Licensed Software, StataCorp Enhancements or Documentation, or any component thereof.

3.1 Technical Support.
StataCorp agrees to provide Customer with technical support services which include periodic distribution of bug fixes and minor enhancements as Updates scheduled by StataCorp. All registered users of the then-current release of Stata and the previous release of Stata are eligible for free limited technical support. Installation support inquiries by telephone will be accepted by StataCorp during normal business hours. Technical support email inquiries are accepted at anytime and will be answered during normal StataCorp business hours. StataCorp will attempt to respond to inquiries within the same business day.

3.2 Updates and Upgrades.
To receive and use an Upgrade, Customer must pay the applicable fees for that Upgrade and agree to StataCorp’s standard terms and conditions governing the use of that Upgrade. If no such standard terms and conditions are stated by StataCorp, the terms of this Agreement shall apply, and the Upgrade shall be deemed Licensed Software. StataCorp will issue a new Serial Number for the Upgraded version of the Licensed Software. For a Single User License, once StataCorp issues the new Serial Number for an Upgraded version of the Licensed Software, Customer shall be able to continue to use the prior version of the Licensed Software. For Network, Compute Server, and Lab Licenses, once StataCorp issues the new Serial Number for an Upgraded version of the Licensed Software, Customer shall be able to continue to use the prior version of the Licensed Software on the condition that the total, combined number of Concurrent Authorized Users who are using the Licensed Software (either t he prior or current version, or both) does not exceed the specific number of Concurrent Authorized Users for which Customer has paid the applicable fee. For any type of license selected by Customer (i.e., Single User, Network, Compute Server, or Lab), technical support services are provided only for the Authorized Users of the then-current version of the Licensed Software.

4.1 Limited Media Warranty.
For thirty (30) days from the date of purchase, StataCorp warrants that the media on which the Licensed Software, StataCorp Enhancements and Documentation is furnished shall be free from defects in material and faulty workmanship. Customer may return for replacement, without charge, any media that fails to meet this limited media warranty to StataCorp or the dealer from whom the Licensed Software (and StataCorp Enhancements) was purchased, as applicable, within the 30-day period. StataCorp or the applicable dealer will not be responsible for replacing any media that contains defects due to Customer’s misuse. THE FOREGOING IS CUSTOMER’S SOLE REMEDY, AND STATACORP’S SOLE OBLIGATION, WITH RESPECT TO A BREACH OF THE LIMITED MEDIA WARRANTY.

4.2 Performance Warranty.
StataCorp represents and warrants for a period of 90 days from the date of the order that the Licensed Software substantially conforms to the functional specifications in the Stata 12 Reference Manual. StataCorp will repair or replace the Licensed Software if this warranty is breached, and if it cannot do so within a reasonable period of time then refund the fee paid for that license under the order (the license will then terminate). Customer must notify StataCorp during the warranty period or 30 days after it ends of any alleged breach of the warranty. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDY AND STATACORP’S SOLE LIABILITY FOR BREACH OF THIS WARRANTY.

4.3 No Disabling Code.
With respect to the Licensed Software (including any Updates or Upgrades) and as of the date of delivery, StataCorp represents and warrants that (i) it has used commercially reasonable efforts consistent with industry standards to scan for and remove any software viruses, and (ii) it has not inserted any Disabling Code. “Disabling Code” means computer code inserted by StataCorp that is not addressed in the Documentation and that is designed to delete, interfere with, or disable the normal operation of the Products. This Disabling Code warranty does not apply to StataCorp passwords necessary for the operation of the Licensed Software, or for any use by Customer outside the scope of the license.

4.4 No Warranty.
EXCEPT FOR THE WARRANTIES ABOVE, THE LICENSED SOFTWARE, DOCUMENTATION, AND SUPPORT SERVICES ARE PROVIDED TO CUSTOMER ON AN ‘AS IS’ AND ‘WHERE IS’ BASIS AND WITHOUT WARRANTY OF ANY TYPE OR KIND. STATACORP HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR OTHERWISE, WITH RESPECT TO THE LICENSED SOFTWARE AND SUPPORT SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT OF THIRD-PARTY RIGHTS.

5.1 Term.
Except for Customers with a fixed-term License Period, this Agreement shall commence on the Effective Date and shall continue in effect until terminated as set forth below. If the License Period is for a fixed term, this Agreement will commence on the Effective Date and shall continue until the earlier to occur of the expiration of the License Period or the termination of this Agreement as set forth below. In the case of additional Concurrent Authorized Users who are authorized and added after the initial License Fee payment, the term of their usage of the Licensed Software shall be coterminous with the preexisting then-current term. If Customer purchases an Upgrade, the term of the Agreement shall continue in effect for the specific term set forth in the new License and Authorization Key document issued for the Upgrade.

5.2 Termination.
Customer may terminate this Agreement at any time upon thirty (30) days’ prior written notice to StataCorp. StataCorp may terminate this Agreement immediately without notice if Customer breaches any term of this Agreement, including, without limitation, breaching the scope of the license granted or confidentiality obligations under this Agreement.

5.3 Effect of Expiration or Termination.
Upon expiration or termination of this Agreement, (i) the rights and licenses granted to Customer pursuant to this Agreement shall automatically and immediately terminate and (ii) Customer shall immediately cease using the Licensed Software. In addition, for a fixed-term License Period, upon expiration of the License Period, the Authorization Code will expire and the Licensed Software will cease to function. Sections 2.3, 2.5, 2.6, 4.4, 5.3, 7, 8, 9, and 10 of this Agreement shall survive any expiration or termination of this Agreement.

6.1 Fees and Payment Terms.
Customer licenses the Licensed Software from StataCorp. This Agreement is between Customer and StataCorp solely. The applicable License Fee is specified on the StataCorp website or in the specific price proposal provided by StataCorp or an Authorized Reseller. The payment terms and conditions for the License Fee payable to StataCorp are specified on the StataCorp website at the following URL: http://www.stata.com/order/purchasing-faqs/ (“Payment Page”). The payment terms and conditions for the License Fee payable to an Authorized Reseller are as specified by the specific Authorized Reseller. All fees paid to StataCorp are non-refundable except as explicitly permitted from time to time on http://www.stata.com. StataCorp may terminate this Agreement and/or invalidate Customer’s Serial Code and/or Authorization Code if the billing or contact information is false, fraudulent, or invalid. Customer will pay all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties, and any other similar taxes and duties, including penalties and interest, imposed by any United States federal, state, provincial, or local government entity or any non-U.S. government entity on the transactions contemplated by this Agreement, excluding taxes based upon StataCorp’s net income.

6.2 Additional Concurrent Authorized Users Fee.
During the License Period, Customer shall pay to StataCorp or the specific Authorized Reseller the then-current rate for any licenses for additional Concurrent Authorized Users. This fee shall be charged or invoiced to Customer on the date such additional Concurrent Authorized Users are added to Customer’s account.

6.3 Concurrent Authorized User Accounting.
Customer shall maintain business practices and records necessary to manage the number of Concurrent Authorized Users and compliance with the terms of this Agreement. If StataCorp determines that Customer has more Concurrent Authorized Users than Customer has paid for, Customer shall immediately pay StataCorp the applicable additional fees.

8.1 Consequential Damages Waiver.
IN NO EVENT SHALL STATACORP HAVE ANY LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF STATACORP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.

8.2 Limitation of Liability.
IN NO EVENT SHALL STATACORP’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED: (I) IF THE LICENSED SOFTWARE IS LICENSED FROM STATACORP DIRECTLY, THE LICENSE FEES PAID BY CUSTOMER TO STATACORP FOR THE LICENSED SOFTWARE, OR (II) IF THE LICENSED SOFTWARE IS LICENSED THROUGH AN AUTHORIZED RESELLER, THE LICENSE FEES PAID BY CUSTOMER TO THE APPLICABLE AUTHORIZED RESELLER, AS APPLICABLE. NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.