Software License Trial Agreement
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This End User License Agreement ("Agreement") is a contract between you ("Licensee") and Index Engines ("Licensor") for a trial use of Licensor’s Catalyst Software (the "Software").
Please read this agreement carefully. It contains important terms that affect licensee and their use of the Software. By clicking, "I Agree" or by installing, copying or using the Software, licensee agrees to be bound by the terms of this agreement including the disclaimers contained herein. If licensee does not agree to these terms, do not install, copy, or use the Software.
1. License Grant. Licensor grants Licensee a personal, non-exclusive, non-transferable license to the Software, subject to the terms and conditions in this Agreement.
2. Permitted Uses
2.1. Installation. Licensee may install and use the number of copies of the Software for which Licensee has been granted a license.
2.2. Evaluation Use. Licensee may use the Software only for evaluation purposes. Any other use of the Software is strictly prohibited.
2.3. Internal Use. Licensee may use the Software only for Licensee’s internal business purposes, and not for the performance of services on behalf of, or to the benefit of, any third party.
2.4. Backup and Archival Copies. Licensee may make copies of the Software solely for backup or archival purposes.
3. Restricted Uses
3.1. Distribution. Licensee may not license, loan or sell the Software or other content contained or displayed in the Software, or otherwise use or copy the software, or publish the Software for others to copy, except to the extent specifically allowed by applicable law or this Agreement;
3.2. Modification. Licensee may not modify, adapt, alter, translate or create any derivative works of the Software, or workarounds for any technical limitations of the Software;
3.3. Reverse Engineering. Licensee may not reverse engineer, decompile, decode, decrypt, disassemble, or in any way attempt to derive source code from the Software, except and only to the extent that such activity is expressly permitted by applicable local law, and notwithstanding this limitation, only after providing written notice to Licensor of Licensee’s intent to do so;
3.4. Notices. Licensee may not remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Software.
4. Support, Maintenance and Services. Licensor has no obligation to provide any support, maintenance, or other services to Licensee under this Agreement.
5. Term. This Agreement shall have a term of thirty (30) days from the day that Licensee first agrees to be bound by the terms of this Agreement.
6. No Warranties. THE SOFTWARE IS PROVIDED "AS IS," WITH ALL FAULTS, DEFECTS AND ERRORS, AND WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, ARISING BY LAW OR OTHERWISE, REGARDING THE SOFTWARE, THE SOFTWARE CONTENT AND THEIR RESPECTIVE PERFORMANCE OR SUITABILITY FOR LICENSEE’S INTENDED USE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSOR SHALL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF OR INABILITY TO USE THE SOFTWARE, THE SOFTWARE CONTENT OR ANY ASSOCIATED SERVICE. NO EMPLOYEE, AGENT OR REPRESENTATIVE OF LICENSOR HAS THE AUTHORITY TO BIND LICENSOR OR ITS SUPPLIERS TO ANY ORAL REPRESENTATIONS OR WARRANTIES CONCERNING SOFTWARE.
7.1. Ownership. Licensor or its suppliers own the title, copyright, and other intellectual property rights in the Software.
7.2. Third Party Software. The Software may from time to time contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms are made a part of and incorporated by reference into this Agreement.
7.3. Consent to the Use of Data. Licensee agrees that Licensor and its affiliates may collect and use non-personal technical information gathered as part of the product support services. Licensor may use this information solely to improve products and services and will not disclose this information in a form that personally identifies Licensee.
7.4. Government End Users. If the Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software". All other terms and conditions of this Software License apply.
8. Export. Licensee agrees to comply with all applicable laws and regulations, including laws, regulations, orders or other restrictions on export, re-export or redistribution of software.
9. Indemnification. Licensee agrees to defend, indemnify, and hold harmless Licensor and its suppliers, and each of their respective officers, directors and employees, from and against any lawsuits, claims, losses, damages, fines and expenses (including attorneys' fees and costs) arising out of Licensee's use of the Software or breach of this Agreement.
10. Termination. Licensor may terminate this Agreement at any time for any reason or for no reason immediately upon notice. In the event of the termination of this Agreement for any reason: (a) the license granted to Licensee in this Agreement will terminate; and (b) Licensee shall cease all use of the Software and destroy or erase all copies of the Software in licensee's possession or control.
11. Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LIABILITIES WHATSOEVER ARISING FROM OR RELATING TO THE SOFTWARE, THE SOFTWARE CONTENT OR THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF BUSINESS PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR EQUIPMENT DOWNTIME, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, EVEN IF LICENSOR HAS BEEN ADVISED OR IS AWARE OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR'S LIABILITY EXCEED THE PRICE PAID TO LICENSOR BY LICENSEE FOR THE USE OF THE SOFTWARE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THIS LIMIT.
12. General Provisions
12.1. Entire Agreement. This Agreement sets forth our entire agreement with respect to the Software and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements whether written or oral.
12.2.Assignment. Licensee may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Licensor and any attempted assignment without such consent shall be void.
12.3. Notices. Licensor may deliver any notice required by this Agreement via email using the email address provided to Licensor when Licensee first accepted the terms of this agreement. Any such notice will be deemed delivered on the date Licensor sends such email to Licensee, irrespective of the date of receipt of such email by Licensee.
12.4. Governing Law. This Agreement is governed by the laws of New Jersey and the United States of America, without regard to any conflict of law principles to the contrary. The United Nations Convention on Contracts for the International Sale of Goods specifically does not apply. Except for any action or proceeding brought by Index Engines involving injunctive relief, any action or proceeding arising from or relating to this Agreement must be brought in courts located in Monmouth County, New Jersey, and Licensee irrevocably submits to the sole and exclusive jurisdiction of and venue in such court.
12.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
12.6. Waiver. Failure or neglect by either party to enforce at any time any of the provisions of this license Agreement shall not be construed or deemed to be a waiver of that party's rights under this Agreement.
12.7. Headings. The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs