NOTICE: THIS IS A CONTRACT. BY INSTALLING AND USING THIS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ CAREFULLY BEFORE PROCEEDING. IF YOU DO NOT AGREE TO THESE TERMS, PROMPTLY DESTROY ALL COPIES OF THE BETA VERSION OF THE SOFTWARE IN YOUR POSSESSION.
QUALCOMM provides this beta version of Eudora Pro electronic mail software and any documentation provided with it (the "Software") to the authorized recipient ("Recipient") solely for end-user field performance testing under normal operating conditions by the Recipient. No right to use the Software for any purpose other than testing the Software is granted. Recipient agrees to test the Software by using it in daily operations under normal operating conditions and to report testing results promptly to QUALCOMM. Recipient agrees to restrict access to the Software so that no person other than Recipient may access or use the Software. Copies of the Software may be made only as reasonably necessary for testing and backup purposes.
The Software is owned by QUALCOMM and its licensors, and its structure, organization and code are valuable trade secrets of QUALCOMM and its licensors, protected by U. S. copyright law and international treaty. Recipient will not disclose, publish, or distribute the Software except as permitted above, and agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or distribution. Proprietary rights notices on the Software shall be preserved on all copies made, and the Software shall not be modified, reverse engineered, or decompiled for any purpose, or translated into another computer language. Notwithstanding, if Recipient is located outside of the United States and is within a jurisdiction which is a member of European Economic Community (EEC) subject to the EEC Council Directive of May 14, 1991, Recipient agrees that within that jurisdiction it shall not, and shall not allow any party on Recipient's behalf, to attempt to reverse engineer or decompile the Software into another computer language, except as expressly and specifically provided in the EEC Council Directive of May 14, 1991. Any and all information obtained during such lawful reverse engineering and/or decompiling activities, including but not limited to, the organization, logic, algorithms and processes of the Software, shall be deemed to be the confidential and proprietary information of QUALCOMM or its licensors. Recipient may make a reasonable number of copies of the Software based on the number of its employees, and copies for archival and backup purposes, provided that all copyright notices and other notices or legends on the original Software are preserved on all such copies. Recipient shall notify in a timely manner all of its employees who have access to the Software of the obligations set forth herein.
Recipient agrees that the Software and any information concerning the Software and any other information disclosed by QUALCOMM to Recipient, including but not limited to information learned by Recipient from QUALCOMM employees, agents or through inspection of QUALCOMM's property, that relates to QUALCOMM's products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information disclosed to Recipient by QUALCOMM, and the existence, terms and conditions of this Agreement will be considered and referred to collectively in this Agreement as "Confidential Information." Confidential Information, however, does not include information that: (i)áis now or subsequently becomes generally available to the public through no fault or breach on the part of Recipient; (ii)áRecipient can demonstrate to have had rightfully in its possession prior to disclosure to Recipient by QUALCOMM; (iii)áis independently developed by Recipient without the use of any Confidential Information; or (iv) Recipient rightfully obtains from a third party who has the right to transfer or disclose it. All Confidential Information remains the sole property of QUALCOMM, Recipient has no implied licenses or other rights in the Confidential Information not specifically granted above.
Recipient will not disclose, publish, or disseminate Confidential Information to anyone other than Recipient's employees and contractors with a demonstrable need to know who have binding, written, confidentiality obligations to Recipient that protect such Confidential Information against unauthorized disclosure. Recipient further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. Recipient agrees to accept Confidential Information for the sole purpose of effecting the permitted uses of the Software as set forth above. Recipient agrees not to use Confidential Information otherwise for its own or any third party's benefit without the prior written approval of an authorized representative of QUALCOMM in each instance.
THE SOFTWARE IS PROVIDED "AS IS," AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO ITS PERFORMANCE, ACCURACY OR COMPLETENESS. QUALCOMM has not publicly announced the availability of the Software, and does not guaranty that the Software (or any similar product) will be available in the future. Use of the Software is entirely at Recipient's risk.
QUALCOMM SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, THAT ARISE FROM ANY USE OF THE SOFTWARE AND/OR OTHER CONFIDENTIAL INFORMATION OR QUALCOMM'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT.
This License is effective until the expiration date of the Software licensed hereunder, unless earlier terminated as provided in this paragraph. Recipient may terminate this License at any time by destroying all copies of the Software. This License will terminate immediately without notice from QUALCOMM if the Recipient fails to comply with any provision of this License. Upon termination Recipient must destroy all copies of the Software.
Recipient agrees that neither the Software nor the direct product thereof will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. If the Software has been rightfully obtained by Recipient outside the United States, Recipient agrees not to re-export the Software or the direct product thereof, except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which Recipient obtained the Software.
Eudora« is a registered trademark and Eudora Pro is a trademark of QUALCOMM Incorporated.
