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-
- SOFTWARE LICENSE AGREEMENT FOR AN EVALUATION COPY OF XEP
-
- IMPORTANT - READ CAREFULLY:
-
- THE XEP EVALUATION SOFTWARE IS PROVIDED ONLY UNDER THE FOLLOWING
- LICENSE WITH RENDERX, INC. (HEREINAFTER "LICENSOR"). PLEASE
- READ THE FOLLOWING LICENSE CAREFULLY. YOU WILL BE PROVIDED WITH
- AN EVALUATION COPY OF THE XEP SOFTWARE AND RELATED "ONLINE" OR
- ELECTRONIC DOCUMENTATION (HEREINAFTER REFERRED TO AS "SOFTWARE
- PRODUCT") ONLY IF YOU ACCEPT THE FOLLOWING SOFTWARE LICENSE
- AGREEMENT (HEREINAFTER "AGREEMENT"). THIS IS AN AGREEMENT
- BETWEEN YOU (HEREINAFTER "LICENSEE") AND THE LICENSOR.
-
-
- The SOFTWARE PRODUCT also includes any patches, updates and
- supplements to this original SOFTWARE PRODUCT if provided to the
- LICENSEE by and at the LICENSOR'S sole discretion. By installing,
- copying, downloading, accessing or otherwise using the SOFTWARE
- PRODUCT, LICENSEE agrees to be bound by the terms of this
- AGREEMENT. If LICENSEE does not agree to the terms of this
- AGREEMENT, do not install, copy, download, or otherwise use the
- SOFTWARE PRODUCT.
-
- SOFTWARE PRODUCT LICENSE
-
- The SOFTWARE PRODUCT is protected by copyright laws and
- international copyright treaties, as well as certain pending
- patent rights, and other intellectual property laws and treaties.
- The SOFTWARE PRODUCT is licensed, not sold.
-
- 1. LICENSE TERMS
-
- Subject to the terms of this AGREEMENT, The LICENSOR grants to
- LICENSEE a non_exclusive, non_transferable, time_limited license
- (the "LICENSE") to use the SOFTWARE PRODUCT, in Object Code form
- for evaluation and trial purposes only. This license period
- begins when LICENSEE receives the SOFTWARE PRODUCT from LICENSOR
- and ends sixty (60) calendar days after receipt of the SOFTWARE
- PRODUCT (hereinafter "EVALUATION PERIOD"). All rights not
- specifically granted to LICENSEE in this Agreement are retained
- by LICENSOR.
-
- 1.1 LICENSE GRANT
-
- LICENSEE may install and use one copy of the SOFTWARE PRODUCT on
- a single computer. LICENSEE may also store or install a copy of
- the SOFTWARE PRODUCT on a storage device, such as a network
- server, used only to install or run the SOFTWARE PRODUCT over an
- internal network; however, LICENSEE must acquire and dedicate a
- LICENSE for each separate computer on or from which the SOFTWARE
- PRODUCT is installed, used, accessed, displayed or run. A LICENSE
- for the SOFTWARE PRODUCT may not be shared or used concurrently
- on different computers.
-
- 1.2 FURTHER RESTRICTIONS
-
- The LICENSE does not permit LICENSEE to: (a) grant any sublicense
- for all or part of the SOFTWARE PRODUCT; (b) use the SOFTWARE
- PRODUCT in conjunction with any other software, data or equipment
- in such a manner as would cause the resulting product to infringe
- upon any Intellectual Property Rights of third parties; (c) copy
- the SOFTWARE PRODUCT, except for backup or archival purposes and
- provided that each such copy of the SOFTWARE PRODUCT is subject
- to the terms of this AGREEMENT; (d) transfer, assign, rent,
- lease, or otherwise dispose of the SOFTWARE PRODUCT on a
- temporary or permanent basis; (e) make the SOFTWARE PRODUCT
- available to remote users; or (f) use the SOFTWARE PRODUCT except
- as expressly permitted in this AGREEMENT.
-
-
- 1.3 ADDITIONAL OBLIGATIONS
-
- LICENSEE agrees: (a) not to remove from the SOFTWARE PRODUCT any
- copyright notices embedded thereon or therein which acknowledge
- that LICENSOR has a copyright, trademark, certain pending patent
- rights, and other intellectual property interests in the
- SOFTWARE PRODUCT, as the case may be; (b) not to remove any
- references in or on the SOFTWARE PRODUCT to LICENSOR'S name; (c)
- to immediately notify LICENSOR if LICENSEE becomes aware of any
- actual or potential claims by a third party arising in respect
- LICENSEE's use of the SOFTWARE PRODUCT; (d) not to use the
- SOFTWARE PRODUCT in contravention of any law.
-
- 2. ADDITIONAL RIGHTS AND LIMITATIONS
-
- 2.1 Limitations on Reverse Engineering, Decompilation
- and Disassembly
-
- LICENSEE agrees not reverse engineer, decompile or disassemble
- the SOFTWARE PRODUCT.
-
- 2.2 Intellectual Property Rights
-
-
- This AGREEMENT does not grant LICENSEE any rights in connection
- with any copyright, patent, trademark, trade secret of LICENSOR,
- except for what is specifically provided herein with this
- AGREEMENT.
-
-
- 3. MODIFICATIONS TO THE SOFTWARE PRODUCT
-
- 3.1 Reservations
-
- LICENSOR reserves the right at any time not to release or to
- discontinue release of any SOFTWARE PRODUCT and to alter prices,
- features, specifications, capabilities, functions, licensing
- terms, release dates, general availability or other
- characteristics of the SOFTWARE PRODUCT.
-
- 3.2 Upgrades
-
- Any upgrade to the SOFTWARE PRODUCT provided by LICENSOR is
- subject to the terms of this AGREEMENT unless modified by the
- LICENSOR, at the LICENSOR'S sole discretion.
-
- 4. OWNERSHIP - CONFIDENTIAL INFORMATION -
- INTELLECTUAL PROPERTY RIGHTS
-
- 4.1 Ownership and Rights
-
- Title, ownership rights, and all Intellectual Property Rights in
- and to the SOFTWARE PRODUCT shall remain the sole and exclusive
- property of LICENSOR. LICENSEE acknowledges that LICENSOR has
- copyright, trademark, and certain pending patent rights in the
- underlying SOFTWARE PRODUCT. Moreover, Licensee again further
- acknowledges that the SOFTWARE PRODUCT contains valuable
- Confidential Information and certain pending patent rights of the
- LICENSOR; therefore, LICENSEE agrees: (a) not to modify the
- SOFTWARE PRODUCT, or attempt to decipher, decompile, disassemble
- or reverse engineer the SOFTWARE PRODUCT or assist or encourage
- any third party in doing so; and (b) to hold in strict confidence
- its knowledge of the Confidential Information as a trade secret
- for the benefit of LICENSOR.
-
-
- 5. TERMINATION
-
- 5.1 License Duration
-
-
- This AGREEMENT and the LICENSE granted herein shall terminate
- upon the expiration of the EVALUATION PERIOD or upon such earlier
- date as LICENSOR may, by written or electronic notice provide to
- LICENSEE. Moreover, this AGREEMENT and LICENSE shall terminate
- because of LICENSEE'S breach of any provision of this AGREEMENT.
-
- 5.2 Survival
-
- Termination of the LICENSE will not affect the other provisions
- of the AGREEMENT, which provisions will survive termination of
- the LICENSE.
-
- 5.3 Post Termination
-
- Within thirty (30) days after the date of termination of the
- LICENSE for any reason whatsoever, LICENSEE shall destroy the
- SOFTWARE PRODUCT and all copies, in whole or in part. Nothing in
- this AGREEMENT shall absolve LICENSEE from liability for damages
- resulting from any breach of this AGREEMENT by LICENSEE,
- notwithstanding that LICENSOR may have other remedies available
- under this AGREEMENT (including the right to terminate the
- LICENSE). If LICENSEE breaches any provision of this AGREEMENT,
- LICENSEE acknowledges that such breach may diminish substantially
- the value of such Intellectual Property rights of LICENSOR and
- may irrevocably harm LICENSOR, and in such event LICENSOR
- (without limiting its other rights or remedies) shall be entitled
- to equitable relief (including but not limited to injunctive
- relief) to protect LICENSOR'S interests, and indemnification and
- reimbursement for any all expenses incurred by LICENSOR from
- LICENSEE in protecting LICENSOR'S interests or defending
- LICENSOR'S rights as a result of LICENSEE'S breach of this
- AGREEMENT.
-
- 6. LIMITED WARRANTY AND LIMITATIONS ON LIABILITY
-
- 6.1 WARRANTIES
-
- THE SOFTWARE PRODUCT IS PROVIDED "AS IS". LICENSOR MAKES NO
- REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO
- THE SOFTWARE PRODUCT, INCLUDING WITHOUT LIMITATION WARRANTIES OF
- FITNESS FOR A PARTICULAR USE OR PURPOSE, MERCHANTABILITY,
- NONINFRINGEMENT, OR THAT THE SOFTWARE WILL OPERATE WITHOUT
- INTERRUPTION OR BE ERROR FREE, AND LICENSOR HEREBY DISCLAIMS ALL
- SUCH REPRESENTATIONS AND WARRANTIES.
-
- 6.2 LIABILITIES
-
-
- THIS SOFTWARE PRODUCT IS PROVIDED TO LICENSEE FOR EVALUATION
- PURPOSES AND, THEREFORE, LICENSOR SHALL NOT BE LIABLE FOR ANY
- DAMAGES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL
- AND SPECIAL DAMAGES) UNDER ANY THEORY OF LIABILITY (INCLUDING
- TORT CONTRACT, OR ANY OTHER THEORY) WHETHER SUFFERED BY LICENSEE
- OR ANY OTHER USER OF THE SOFTWARE, OR ANY THIRD PARTY, EVEN IF
- LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
-
-
-
- 7. GENERAL
-
- 7.1 Invalid term, condition, or provisions
-
- If any term, condition, or provision in this AGREEMENT is found
- to be invalid, unlawful or unenforceable to any extent, the
- remaining terms, conditions and provisions will continue to be
- valid and enforceable to the fullest extent permitted by law.
- LICENSOR and LICENSEE expressly agree that, in all respects
- pertaining to this AGREEMENT and its subject matter, our
- respective rights, obligations and remedies shall be governed
- exclusively by the terms of this AGREEMENT and that this
- AGREEMENT supersedes any prior understandings and agreements
- between us with respect to its subject matter. There are no
- representations, warranties, terms, conditions, undertakings or
- collateral agreements, express, implied or statutory, between us
- other than as expressly made in this AGREEMENT.
-
- 7.2 Modifications
-
- This AGREEMENT may not be amended, except in writing, signed by
- both LICENSEE and LICENSOR. No terms, provisions or conditions of
- any purchase order, acknowledgment or other business form that
- LICENSEE may use in connection with the acquisition or licensing
- of the SOFTWARE PRODUCT will have any effect on the rights,
- duties or obligations of LICENSEE or LICENSOR under, or will
- otherwise modify, this AGREEMENT, regardless of any failure of
- LICENSOR to object to such terms, provisions or conditions.
-
- 7.3 Governing Law
-
- Except as specifically provided herein, this AGREEMENT shall be
- governed by the laws of the State of California and the federal
- laws of the United States of America, exclusive of any conflicts
- of laws principles which would require the application of the laws
- of another jurisdiction. LICENSEE agrees that any dispute regarding
- this AGREEMENT or the rights and obligations herein will be heard
- in the state or federal courts having jurisdiction for Santa Clara
- County, California, and LICENSEE agrees to be subject to the
- personal jurisdiction of such courts.
-
-
- 8. ACCEPTANCE OF TERMS AND PROVISIONS HEREIN
-
- 8.1 Acceptance
-
- If LICENSEE downloads the SOFTWARE PRODUCT or installs the
- SOFTWARE PRODUCT or uses the SOFTWARE PRODUCT on a computer,
- LICENSEE shall be deemed to have accepted the terms of this
- AGREEMENT and to be legally bound thereby. If LICENSEE does not
- accept the terms of this AGREEMENT and does not desire to be
- legally bound thereby and the LICENSEE'S governing law permits
- rescission, then LICENSEE may rescind acceptance by destroying
- the downloaded SOFTWARE PRODUCT within five (5) days after
- download. However, prior to any destruction of the SOFTWARE
- PRODUCT, the LICENSEE remains bound by all terms and provisions
- of this AGREEMENT, and continues to be bound to the terms and the
- provisions which survive this AGREEMENT as enumerated herein and
- above.
-
-