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Evaluation License Agreement The
purpose of this Agreement is to set terms and conditions between Wisair Ltd.
("Licensor") and you
"Customer") with regard to the license by Licensor to Customer
of Licensor's software (the "Software") and associated documentation
downloaded from Licensor website for trial use and evaluation purposes. You are
requested to electronically execute this Agreement only once, whereby the
following provisions shall apply to each Software you download . 1.
License. Licensor hereby grants the Customer, and Customer accepts and receives,
a nonexclusive, nontransferable license to download and use the Software in
source code, object code executable or library files form on Customer's
computer network for Customer's trial use and evaluation purposes and
performance of testing on the Licensor’s products only. 2.
Pre Release
Condition. Licensee acknowledges that the
Software is the stage of development, in its pre – release condition and have
not yet completed all relevant tests. Therefore, the Software is provided on an
“AS-IS” basis and may not be fully
functional. Documentation may be partial or may not be available.
Specifications are design goals only and shall not be binding. 3.
Intellectual
Property. The Software and all associated
documentation are protected as unpublished copyrighted works and contain
substantial Confidential Information of Licensor. Licensor retains all right,
title, and interest in and to the Software and any associated documentation,
subject only to the limited license granted hereby. Modifications, additions,
or new works created by Licensor (alone or in collaboration with Customer) or
derived from the Software or associated documentation will (together with all
applicable intellectual property rights) be owned by Licensor, but will be
included as part of the Software for purposes of the interim license granted to
Customer hereunder. 4.
Customer shall not
translate, reverse engineer, decompile, or disassemble the Software. Customer
shall not make any modifications or additions to the Software without the prior
written consent of Licensor. 5.
Interim
Professional Services. Following
execution of this letter, Licensor may begin to provide Customer with
professional and technical services on an "as needed," mutually
agreed basis. Such services may include, for example, but without limitation,
reviewing Customer's goals and objectives; assessing the current state of
Customer's hardware, files, and databases; planning implementation of the
Software; and commencing development of customer programming, as mutually
agreed. 6.
Confidentiality
Obligations. It is mutually acknowledged that the
Software and any associated documentation contain Confidential Information of
Licensor, and Licensor may be provided Confidential Information of Customer in
the course of working with Customer. Accordingly, Licensor and Customer agree
to the following confidentiality obligations: 6.1
Licensee shall at
all times observe reasonable care in maintaining complete confidentiality of
the Licensor’s Confidential Information. For purposes of this letter,
"reasonable care" shall mean a standard no less than the standard of
care Licensee exercises in protecting its own confidential property. Licensee
is not permitted or authorized to access to or disclose of the Licensor
Confidential Information to any person or entity other than the following: 6.2
Employees who have
a "need to know" such information consistent with the rights and
obligations of the recipient with respect thereto 6.3
Independent
contractors and consultants (except that Customer shall obtain Licensor's
written consent before allowing contractors or consultants to obtain access to
the Software or associated documentation or any other Licensor Confidential
Information) 6.4
Governmental
regulatory authorities 6.5
to the extent
required for compliance with applicable laws, and subject to such protective
measures as may be available to preserve the confidentiality of such
information following disclosure. Each party shall promptly notify the other in
writing of the existence of any unauthorized knowledge, possession, or use of
the other party's Confidential Information. 6.6
For purposes of
this letter, "Confidential Information" shall mean any competitively
sensitive or secret business, marketing or technical information disclosed by
either party to either party. In all cases, Confidential Information of
Licensor shall include (to the extent obtained by Customer) the Software and
any associated documentation provided by Licensor. 6.7
This Section 7
shall survive termination of this Agreement for any reason. 7.
General. The Software is provided for trial use and evaluation to aid Customer
in deciding whether to extend its license to use as permitted by the License
Agreement. EXCEPT AS MAY BE PROVIDED IN THE LICENSE AGREEMENT IF AND WHEN EXECUTED,
LICENSOR SHALL HAVE NO LIABILITY FOR ANY WARRANTY, TRAINING, OR INSTALLATION
SERVICES, OR USE OF THE SOFTWARE OR ITS OUTPUT IN CONNECTION WITH SUCH TRIAL
USE AND EVALUATION. Customer's sole recourse in the event of any
dissatisfaction is to stop using it and return it. 8.
Term. Licensor may terminate this Agreement in the event that you breach
your undertakings set forth herein. In such event you will destroy all copies
of Software and related documents. 9.
Governing Laws. The terms of this Agreement shall be governed and construed under the
laws of 10.
This relationship
of Licensor and Customer established by this Agreement is that of independent
contractors, and not principal/agent, employer/employee, partners, or joint
venturers. 11.
If the terms of
this Agreement are agreeable to you, please click on “Accept”, which shall be
regarded as electronic execution of this Agreement by an authorized
representative of your company. | |