Summary. This summary is provided for convenience only, does not form part of the Agreement, and is qualified in its entirety by the provisions below. ISONQ licenses software to your organisation for internal business use. You retain ownership of your data; ISONQ retains ownership of the Software. The Software is provided without warranty, ISONQ's liability is limited, and disputes are governed by Colorado law. In the event of any inconsistency between this summary and the numbered provisions, the numbered provisions govern.
1. Agreement
1.1 These Terms of Service (the “Terms”) constitute a binding agreement between IsonQ LLC, a Colorado limited liability company having its principal place of business in Lakewood, Colorado (“ISONQ”), and the individual or entity accepting them (“Customer”). ISONQ and Customer are each referred to as a “Party” and collectively as the “Parties”.
1.2 These Terms, together with the ISONQ Privacy Policy and any order form, quotation, or written agreement executed by the Parties, constitute the entire agreement between the Parties with respect to the subject matter addressed herein (collectively, the “Agreement”).
2. Definitions
2.1 “Software” means the ISONQ desktop application in object code form, together with all updates, patches, releases, and versions that ISONQ makes available to Customer under the Agreement.
2.2 “Documentation” means the user guides, specifications, and release notes that ISONQ makes generally available in respect of the Software.
2.3 “Customer Data” means all engineering drawings, files, inspection records, customer information, and other content that Customer processes, generates, or stores by means of the Software.
2.4 “Site” means the website located at isonq.com and each of its subdomains.
2.5 “Beta Period” means the period during which ISONQ makes the Software available without charge, as further described in Section 7.
2.6 “Authorised User” means an employee or contractor of Customer whom Customer permits to use the Software in accordance with the Agreement.
3. Acceptance; Authority; Eligibility
3.1 Customer accepts the Agreement by submitting a request for access to the Software, by installing the Software, by accessing the Site, or by activating a licence key, whichever occurs first. Customer that does not accept the Agreement must not request, install, or use the Software.
3.2 Requests for access. The Software is made available by invitation. Submission of a request for access constitutes acceptance of the Agreement and of the ISONQ Privacy Policy in their entirety. ISONQ may grant or decline any request at its discretion, and issues installation media only to a person whose request has been granted.
3.3 Where an individual accepts the Agreement on behalf of an entity, that individual represents and warrants that they are duly authorised to bind that entity, and all references to Customer shall be construed as references to that entity.
3.4 The Software is licensed for commercial use by business entities. It is not offered to consumers or to any individual under eighteen (18) years of age.
4. Licence Grant
4.1 Subject to Customer's continuing compliance with the Agreement, ISONQ grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software and Documentation solely for Customer's internal business operations, on no more than the number of workstations permitted by Customer's licence tier.
4.2 Customer may permit Authorised Users to use the Software under the licence granted in Section 4.1. Customer shall remain responsible for each Authorised User's compliance with the Agreement, and any act or omission of an Authorised User that would constitute a breach if committed by Customer shall be deemed a breach by Customer.
4.3 The licence granted in Section 4.1 is effective for so long as Customer's licence remains valid and Customer is not in material breach of the Agreement, and terminates automatically upon expiry, cancellation, or termination of the Agreement.
4.4 All rights not expressly granted in the Agreement are reserved to ISONQ. No right or licence is granted by implication, estoppel, exhaustion, or otherwise.
4.5 Licence validation and node-locking. A licence issued under the Agreement is node-locked to a machine hardware fingerprint. The Software performs a licence synchronisation automatically at application startup, on every launch, on trial and paid installations alike, and this synchronisation is not triggered by user action.
4.6 Trial licences. A trial licence permits ninety (90) operation days of use. A machine that has never contacted the ISONQ licensing servers may exhaust the full trial period without any network connection. Once a machine has contacted those servers, the trial must be re-validated within twenty-one (21) days; if the Software cannot reach the servers within that period, it ceases to operate until server contact is restored. The Software also ceases to operate upon exhaustion of the trial period.
4.7 Paid licences. A paid perpetual licence operates without a network connection indefinitely.
4.8 Updates. The Software checks for and downloads updates only when Customer initiates the action. An update download retrieves an installer from a URL supplied by the ISONQ server response.
5. Restrictions
5.1 Customer shall not, and shall not permit any Authorised User or third party to:
- copy, modify, adapt, translate, distribute, rent, lease, lend, sell, sublicense, or otherwise transfer the Software or Documentation, in whole or in part;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or structure of the Software, except to the extent such restriction is expressly prohibited by applicable law;
- remove, obscure, or alter any copyright notice, trademark, licence notice, or other proprietary marking contained in or affixed to the Software or Documentation;
- use the Software to design, develop, or market a product or service that competes with the Software;
- disclose or share licence credentials with any person other than an Authorised User;
- republish, forward, or otherwise make available to any third party the installation media or any link by which ISONQ supplied it;
- circumvent, disable, or otherwise interfere with any licence activation, security, or access-control feature of the Software;
- use the Software in violation of any applicable law, regulation, or third-party right; or
- use the Software to conduct benchmarking or competitive analysis for publication without the prior written consent of ISONQ.
5.2 Customer is responsible for all activity conducted under its licence credentials and shall notify ISONQ promptly upon becoming aware of any unauthorised use or suspected compromise.
6. Ownership
6.1 ISONQ Property. ISONQ and its licensors retain all right, title, and interest in and to the Software, the Documentation, the Site, the ISONQ name and marks, and all intellectual property rights therein. The Agreement conveys a licence to use the Software and does not effect a sale or transfer of ownership.
6.2 Customer Data. Customer retains all right, title, and interest in and to Customer Data. ISONQ claims no ownership of, and asserts no licence over, Customer Data. The Software operates locally on Customer's equipment; ISONQ does not access, transmit, receive, or store Customer Data in the ordinary operation of the Software, and does not use Customer Data to train machine-learning models. Customer is solely responsible for the backup, retention, and security of Customer Data.
7. Beta Period; Fees
7.1 The Software is presently made available during a Beta Period at no charge, for the purpose of evaluation and the collection of Customer feedback. Pricing and licence tiers have not been established and will not be finalised prior to the conclusion of the Beta Period.
7.2 Customer acknowledges that software made available during a Beta Period may contain defects, may be modified or discontinued without notice, and may not perform at the level of a generally available release. The disclaimers in Section 13 and the limitations in Section 14 apply with full force during the Beta Period.
7.3 No fees are payable by Customer during the Beta Period. Upon the introduction of pricing, ISONQ shall publish the applicable tiers and shall provide Customer with not less than thirty (30) days' prior written notice before any charge takes effect. No charge shall be applied automatically upon the conclusion of the Beta Period, and continued use of the Software following the notice period shall be subject to Customer's affirmative election of a paid tier.
7.4 Where ISONQ and Customer execute an order form or written agreement providing for fees, the payment terms set out in that document shall govern in respect of those fees.
8. Pilot Licences and Special Arrangements
8.1 ISONQ may from time to time offer pilot licences, founding-customer designations, or other special arrangements to selected customers. The terms of any such arrangement shall be set out in a separate written agreement executed by the Parties.
8.2 The existence of a pilot licence or special arrangement does not modify the Agreement unless the separate written agreement expressly so provides. No such arrangement shall be construed as creating a partnership, joint venture, agency, employment, or equity relationship between the Parties.
9. Feedback
9.1 Customer may, but is not obliged to, provide ISONQ with suggestions, ideas, feature requests, bug reports, workflow observations, or other input concerning the Software (“Feedback”). Customer hereby grants to ISONQ a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable licence to use, reproduce, modify, distribute, and otherwise exploit Feedback for any purpose, without restriction, attribution, compensation, or obligation to Customer.
9.2 For the avoidance of doubt, the provision of Feedback confers no ownership interest in ISONQ or the Software, and creates no entitlement to revenue share, equity, royalty, or other consideration, nor any partnership, employment, contractor, or co-development relationship. ISONQ is solely responsible for the design, architecture, and implementation of the Software and retains all rights therein.
9.3 Section 9.1 does not apply to information that Customer designates in writing as confidential and that is subject to a separate written confidentiality agreement between the Parties.
10. Third-Party and Open-Source Components
10.1 The Software may incorporate third-party or open-source components that are licensed under their own terms. Such components are provided subject to those terms, and to the extent those terms conflict with the Agreement in respect of the components concerned, those terms shall govern.
10.2 ISONQ makes no representation or warranty in respect of any third-party component and shall have no liability arising from Customer's use thereof, except to the extent expressly provided in the Agreement.
11. Acceptable Use; Export Control
11.1 Customer shall use the Software solely for lawful business purposes and in compliance with all applicable laws and regulations.
11.2 Customer shall not use, export, re-export, or otherwise transfer the Software in violation of the export control or sanctions laws of the United States, including the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), and the regulations administered by the Office of Foreign Assets Control (OFAC), or of any other applicable jurisdiction.
11.3 Customer is solely responsible for determining and satisfying the export control obligations applicable to any drawing, design, or technical data that Customer processes by means of the Software. ISONQ does not access such material and is not in a position to assess its classification.
11.4 U.S. Government End Users. The Software and Documentation are ‘commercial items’ as defined at 48 C.F.R. 2.101, consisting of ‘commercial computer software’ and ‘commercial computer software documentation’ as those terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, any use, duplication, or disclosure of the Software or Documentation by or on behalf of the U.S. Government is governed solely by the terms of the Agreement, and U.S. Government end users acquire the Software and Documentation with only those rights set forth herein.
12. Updates and Modifications to the Software
12.1 ISONQ may from time to time issue updates, patches, and new versions of the Software. Such releases may add, modify, or remove functionality, and may be required in order to maintain the security or licensing integrity of the Software.
12.2 Updates are installed only when Customer initiates them, as described in Section 4.8. ISONQ is under no obligation to maintain support for prior versions of the Software.
13. Disclaimer of Warranties
13.1 THE SOFTWARE, THE DOCUMENTATION, AND THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ISONQ EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
13.2 ISONQ does not warrant that the Software will operate without interruption or error, that defects will be corrected, or that the Software will meet Customer's requirements. ISONQ does not warrant the accuracy or completeness of any dimension, tolerance, geometric characteristic, measurement, or other output generated by the Software.
13.3 THE SOFTWARE IS A PRODUCTIVITY TOOL AND IS NOT A SUBSTITUTE FOR QUALIFIED ENGINEERING OR QUALITY JUDGEMENT. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING ALL OUTPUT OF THE SOFTWARE AGAINST THE GOVERNING ENGINEERING DRAWING BEFORE RELYING UPON IT FOR ANY INSPECTION, CERTIFICATION, ACCEPTANCE, OR PRODUCTION DECISION.
14. Limitation of Liability
14.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ISONQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, including without limitation loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, scrap or rework costs, or the cost of substitute goods or services, whether arising in contract, tort (including negligence), strict liability, or otherwise, and whether or not ISONQ has been advised of the possibility of such damages.
14.2 ISONQ's TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY CUSTOMER TO ISONQ UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100). Customer acknowledges that where the Software is provided without charge, including during the Beta Period, the amount under clause (A) may be zero.
14.3 The limitations in this Section 14 apply notwithstanding the failure of essential purpose of any limited remedy. Nothing in the Agreement excludes or limits liability that may not be excluded or limited under applicable law.
14.4 The Parties acknowledge that the allocation of risk in Sections 13 and 14 is an essential basis of the bargain between them and is reflected in the pricing of the Software.
15. Indemnification
15.1 Customer shall indemnify, defend, and hold harmless ISONQ and its officers, directors, employees, and affiliates from and against any claim, demand, action, damage, loss, liability, cost, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's use or misuse of the Software; (b) Customer Data; (c) Customer's breach of the Agreement; or (d) Customer's violation of any applicable law or third-party right.
15.2 ISONQ shall provide Customer with prompt written notice of any claim subject to Section 15.1, reasonable cooperation at Customer's expense, and control of the defence and settlement thereof, save that no settlement imposing a non-monetary obligation on ISONQ may be entered into without its prior written consent.
16. Confidentiality
16.1 Each Party may disclose to the other information that is designated as confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving Party shall protect such information using no less than a reasonable standard of care, shall use it solely for the purposes of the Agreement, and shall not disclose it to any third party other than to its personnel and advisers who are bound by obligations of confidentiality no less protective than those set out herein.
16.2 The obligations in Section 16.1 do not apply to information that is or becomes publicly available other than by breach of the Agreement, was rightfully known to the receiving Party without restriction prior to disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the disclosing Party's Confidential Information.
16.3 A receiving Party may disclose Confidential Information to the extent required by law or court order, provided that it gives the disclosing Party prompt notice where lawfully permitted to do so.
17. Term and Termination
17.1 The Agreement commences upon acceptance in accordance with Section 3.1 and continues until terminated in accordance with this Section 17.
17.2 Customer may terminate the Agreement at any time by ceasing all use of the Software and removing it from its systems. Where Customer cancels a paid licence, the licence continues until the end of the then-current licence term.
17.3 ISONQ may terminate the Agreement upon thirty (30) days' written notice where Customer commits a material breach and fails to remedy that breach within the notice period, and with immediate effect where the breach involves unauthorised copying or distribution of the Software, attempted reverse engineering, circumvention of licensing controls, or fraud.
17.4 Upon termination, all licences granted under the Agreement terminate immediately and Customer shall cease all use of the Software. Customer Data remains on Customer's equipment and is unaffected by termination.
17.5 Sections 5, 6, 9, 13, 14, 15, 16, 18, and 19, together with any other provision that by its nature is intended to survive, shall survive termination or expiry of the Agreement.
18. Governing Law; Venue; Dispute Resolution
18.1 The Agreement is governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.2 The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to the Agreement by negotiation between representatives having authority to settle, within thirty (30) days of written notice of the dispute.
18.3 Any dispute not resolved under Section 18.2 shall be brought exclusively in the state or federal courts located in Jefferson County, Colorado. Each Party irrevocably submits to the exclusive jurisdiction of those courts and waives any objection on the grounds of venue or forum non conveniens.
18.4 Nothing in this Section 18 prevents either Party from seeking injunctive or other equitable relief in any court of competent jurisdiction in order to protect its intellectual property or Confidential Information.
19. General Provisions
19.1 Assignment. Customer may not assign or transfer the Agreement, in whole or in part, without the prior written consent of ISONQ, save that Customer may assign the Agreement in its entirety to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, upon written notice to ISONQ. ISONQ may assign the Agreement without restriction. Any purported assignment in breach of this Section is void.
19.2 Force Majeure. Neither Party shall be liable for any failure or delay in performance (other than a payment obligation) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labour dispute, governmental action, epidemic, or failure of telecommunications or utility infrastructure.
19.3 Notices. Notices to ISONQ shall be sent to support@isonq.com. Notices to Customer shall be sent to the email address associated with Customer's licence or contact record. Notices are deemed given upon transmission, absent notice of delivery failure.
19.4 Amendment. ISONQ may amend these Terms from time to time. The effective date at the head of this page reflects the current version. Material amendments shall be notified by revision of that date and, where practicable, by written notice to Customer. Continued use of the Software following the effective date of an amendment constitutes acceptance thereof. Customer that does not accept an amendment must cease use of the Software.
19.5 Waiver. No failure or delay by either Party in exercising any right under the Agreement operates as a waiver of that right, and no single or partial exercise precludes any further exercise. A waiver is effective only if made in writing and signed by the waiving Party.
19.6 Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall continue in full force and effect.
19.7 Relationship of the Parties. The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between them.
19.8 No Third-Party Beneficiaries. The Agreement is for the benefit of the Parties only and confers no rights upon any third party.
19.9 Headings. Section headings are for convenience of reference only and do not affect the construction of the Agreement.
19.10 Entire Agreement. The Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior or contemporaneous proposals, representations, and understandings, whether written or oral.
20. Contact
Enquiries concerning these Terms may be directed as follows:
- sales@isonq.com — licensing, commercial, and payment matters
- support@isonq.com — technical matters, licence administration, and legal notices
- IsonQ LLC, Lakewood, Colorado, United States of America