SOFTWARE EVALUATION LICENSE AGREEMENT
IMPORTANT - READ THIS CAREFULLY BEFORE INSTALLING, USING OR ELECTRONICALLY ACCESSING THIS PROPRIETARY PRODUCT.
THIS SOFTWARE EVALUATION LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN 60EAST TECHNOLOGIES, INC ("60EAST") AND THE BUSINESS ENTITY ON WHOSE BEHALF YOU ("YOU") ARE ACTING ("CUSTOMER") AS THE END USER OF THE 60EAST SOFTWARE PRODUCT ACCOMPANYING THIS AGREEMENT, WHICH INCLUDES THE OBJECT CODE VERSION OF THE SOFTWARE AND MAY INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS AND DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE"). THE SOFTWARE ALSO INCLUDES ANY UPDATES OR UPGRADES TO OR NEW VERSIONS OF THE ORIGINAL SOFTWARE, IF AND WHEN MADE AVAILABLE TO YOU BY 60EAST.
YOU AGREE THAT YOU ARE AN EMPLOYEE OR AGENT OF CUSTOMER AND ARE ENTERING INTO THIS AGREEMENT TO EVALUATE THE SOFTWARE FOR USE BY CUSTOMER FOR CUSTOMER'S OWN BUSINESS PURPOSES. YOU HEREBY AGREE THAT YOU ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
60EAST IS WILLING TO LICENSE THE SOFTWARE TO CUSTOMER ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. IF YOU ARE ACCESSING THE SOFTWARE ELECTRONICALLY AND YOU AGREE TO THE TERMS OF THIS AGREEMENT, SELECT THE "I AGREE" BUTTON OR TYPE "Y" BENEATH THIS AGREEMENT TO COMPLETE YOUR ACCESS TO THE SOFTWARE. BY INSTALLING, DOWNLOADING, CONFIGURING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, INCLUDING ANY UPDATES, UPGRADES, OR NEWER VERSIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND THIS AGREEMENT, AND THAT CUSTOMER AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.
1. LICENSE GRANT. Subject to the terms of this Agreement, 60East grants to Customer, during the Term, a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Software on a single computer for a period of 30 days after downloading of the Software (the "Evaluation Period") for the sole purpose of evaluating the Software. Customer shall not use the Software in a production environment. Customer may only use the Software for evaluating the Software solely for Customer's own internal business purpose in accordance with the Software documentation and other terms and conditions of this Agreement. Customer's right to use the Software shall lapse at the end of the Evaluation Period and, at that time, the Software will then become inoperable. If Customer desires to continue using the Software, Customer must pay the applicable fees and must enter into another licensing agreement with 60East unless 60East agrees to extend this Agreement upon request of Customer. If Customer is interested in a full commercial license, please contact: firstname.lastname@example.org.
2. RESTRICTIONS ON USE. Customer acknowledges that the Software and the structure, organization, and source code thereof constitute valuable trade secrets of 60East. Accordingly, except as expressly permitted in Section 1 or as otherwise authorized by 60East in writing, Customer will not, and will not permit any third party to (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Software to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (d) otherwise use or copy the Software except as expressly allowed under Section 1 above. Customer may not disclose to third parties or through publication the results of performance/benchmark tests run on the Software without the prior written consent of 60East.
3. DELIVERY AND ACCEPTANCE. The Software will be delivered electronically pursuant to 60East' standards download procedures. The Software is deemed accepted upon delivery.
4. OWNERSHIP. As between the parties, the Software and all modifications and improvements to the Software, and all worldwide intellectual property rights and proprietary rights relating thereto or embodied therein, are the exclusive property of 60East and its suppliers. 60East and its suppliers reserve all rights in and to the Software not expressly granted to Customer in Section 1, and no other licenses or rights are granted by implication, estoppel or otherwise.
5. IMPLEMENTATION AND SUPPORT. 60East has no obligation under this Agreement to provide any support or consultation concerning the Software; provided, however, 60East may, in its sole discretion, provide Customer with certain support and consultation free of charge to assist in the evaluation activities of Customer under this Agreement. The furnishing of such support or consultation will not subject 60East to any liability, whether in contract, tort or otherwise. Customer is responsible for providing all applicable hardware and any third party software or required installation and configuration services required for the operation of the Software. Any third party software license agreements will be agreed to by Customer and the applicable third party software vendor.
6. TERM AND TERMINATION. This Agreement is effective upon acceptance by Customer and shall continue until expiration of the Evaluation Period unless sooner terminated by 60East for any reason whatsoever. Customer may terminate this Agreement at any time by destroying the Software and notifying 60East at: email@example.com. If Customer breaches any provision of this Agreement, this Agreement will automatically terminate. Upon the expiration of the Evaluation Period or any termination of this Agreement, the license granted to Customer will terminate. The provisions of Sections 2, 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive termination or expiration of this Agreement for any reason.
7. CONFIDENTIALITY. 60East may disclose certain information regarding the business of 60East and its suppliers, including the Software and technical, marketing, financial, employee, planning, and other confidential or proprietary information of 60East or its suppliers ("Confidential Information"). Any information that Customer knew or should have known, under the circumstances, was considered confidential or proprietary by 60East will be considered Confidential Information. Customer agrees (a) not to disclose Confidential information to any persons outside its organization, except to its consultants or agents who agree in writing to protect such Confidential information as required herein; and (b) to use the Confidential information only for the purpose of evaluating the Software.
8. DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER'S USE OF THE SOFTWARE IS ENTIRELY AT ITS OWN RISK AND THE SOFTWARE PROVIDED BY 60EAST TO CUSTOMER IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. 60EAST, ON BEHALF OF ITSELF AND ITS SUPPLIERS, HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, ANY IMPLIED OR STATUTORY WARRANTY MAY NOT BE DISCLAIMED, THE DURATION AND SCOPE OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW.
9. LIMITATION OF LIABILITY. IN NO EVENT WILL 60EAST BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF 60EAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 60EAST' TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $1000. CUSTOMER ACKNOWLEDGES THAT THIS PROVISION REFLECTS THE AGREED UPON ALLOCATION OF RISK FOR THIS AGREEMENT AND THAT 60EAST WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
10. COMPLIANCE WITH LAWS. Customer shall comply with all laws, regulations, rules, ordinances and orders applicable to its use of the Software. Without limiting the foregoing, Customer shall comply with the relevant export administration and control laws and regulations, as may be amended from time to time, including, without limitation, the United States Export Administration Act, to ensure that the Software is not shipped, transferred or exported (directly or indirectly) in violation of U.S. law.
11. U.S. GOVERNMENT END USERS. The Software 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 the Software with only those rights set forth therein.
12. MISCELLANEOUS. Customer may not assign or delegate, directly or indirectly, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement (including the license rights granted to Customer to the Software) to any third party. Any attempted assignment or transfer in violation of the foregoing will be null and void and of no effect. This Agreement will be subject to and governed by the laws of the State of Nevada and the United States of America without regard for its conflicts of law principles that would require application of the laws of a different state or country. The federal and state courts for Clark County Nevada shall have jurisdiction over any disputes, claims or controversies arising out of or relating to this Agreement, and Customer hereby irrevocably waives any objection to the jurisdiction of such courts over any such dispute, claim or controversy. All modifications, waivers and amendments must be in writing and signed by both parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and continue in full force and effect. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral.
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