VISUAL INTERCEPT LICENSE AGREEMENT, PRE-RELEASE VERSION
This is a legal agreement between you (either an individual or an entity), the end user, and Elsinore Technologies, Inc ("Elsinore") regarding use of the software accompanying this Agreement ("Product"). By installing, copying, or otherwise using the Product, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Product.
1. GRANT OF LICENSE.
(a) Elsinore grants you ("Recipient") a limited, non-exclusive, nontransferrable, royalty-free license to make and use one copy of the Product to be installed on a single CPU residing on Recipient's premises, solely for Recipient's internal testing. All other rights are reserved to Elsinore. Recipient shall not rent, lease, sell, sublicense, assign, or otherwise transfer the Product or any accompanying materials ("Documentation"). Recipient may not reverse engineer or decompile the Product, except to the extent that the foregoing restriction is expressly prohibited by local law. Elsinore and its suppliers shall retain title and all ownership rights to the product, and this Agreement shall not be construed in any manner as transferring any rights of ownership or license to the Product or to the features or information therein, except as specifically stated herein.
(b) Recipient agrees to provide reasonable feedback to Elsinore, including but not limited to usability, bug reports and test results, with respect to the Product testing. Recipient will use reasonable efforts to review and comment on all documentation supplied. All bug reports, test results and other feedback made by Recipient shall be the property of Elsinore and may be used by Elsinore for any purpose it sees fit. Due to the nature of the development work, Elsinore is not certain as to when errors or discrepancies in the Products may be corrected.
2. TERM OF AGREEMENT. The term of this Agreement shall commence upon installation of the Product and shall continue unless terminated by Elsinore in writing at any time, with or without cause. This Agreement will terminate without notice upon the commercial release of the Product.
3. PRODUCT MAINTENANCE. Elsinore is not obligated to provide maintenance or updates to Recipient for Product licensed under this Agreement.
4. DISCLAIMER OF WARRANTY. Product is deemed accepted by Recipient. The Product constitutes pre-release code and may be changed substantially before the first commercial release. The PRODUCT is provided "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,ELSINORE FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH RECIPIENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ELSINORE OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR DOCUMENTATION, EVEN IF ELSINORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO RECIPIENT.
5. GOVERNING LAW; ATTORNEYS FEES. This Agreement shall be governed by the laws of the State of North Carolina and Recipient further consents to jurisdiction by the state and federal courts sitting in the State of North Carolina. If either Elsinore or Recipient employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees.
6. U.S. GOVERNMENT RESTRICTED RIGHTS. The Product and Documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraphs (c)(i) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Elsinore Technologies, PO BOX 20686, Raleigh NC, 27619-0686.
7. EXPORT RESTRICTIONS. Recipient acknowledges that the Product and Documentation acquired hereunder are subject to the export control laws and regulations of the U.S.A., and any amendments thereof. Recipient confirms that with respect to these Product and Documentation, it will not export or re-export them, directly or indirectly, either to (i) any countries that are subject to U.S.A export restrictions (currently including, but not necessarily limited to, Cuba, the Federal Republic of Yugoslavia (Serbia and Montenegro), Iran, Iraq, Libya, North Korea, South Africa (military and police entities), Syria, and Vietnam); (ii) any end user who Recipient knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (iii) any end user who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government. Recipient further acknowledges that the Product may include technical data subject to export and re-export restrictions imposed by U.S.A. law.
Should you have any questions concerning this Agreement, or if you desire to contact Elsinore for any reason, please contact Elsinore Technologies, Sales Information Center, PO BOX 20686, Raleigh, NC. 27619-0686
