LICENSE AGREEMENT FOR NON-PRODUCTION SOFTWARE
IMPORTANT - PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS REGARDING YOUR USE OF THE "NON-PRODUCTION SOFTWARE" (defined below). BY SELECTING THE "ACCEPT" BUTTON BELOW OR BY INSTALLING, ACCESSING, OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE NON-PRODUCTION SOFTWARE, YOU INDICATE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT FOR NON-PRODUCTION SOFTWARE (THIS "AGREEMENT"), AND A CONTRACT IS FORMED BETWEEN INGECIBER S.A. AND EITHER THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE OBTAINING THE SOFTWARE, OR YOU PERSONALLY, IF YOU OBTAIN THE SOFTWARE FOR YOURSELF. BY SELECTING THE "REJECT" BUTTON BELOW, YOU REJECT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU MAY NOT INSTALL, ACCESS, OR OTHERWISE COPY OR USE THE NON-PRODUCTION SOFTWARE. INGECIBER S.A. IS WILLING TO LICENSE THE NON-PRODUCTION SOFTWARE ONLY IF YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.
BY SELECTING "ACCEPT" BELOW, YOU FURTHER REPRESENT YOU ARE AUTHORIZED TO ENTER INTO AND BIND LICENSEE TO THIS LICENSE AGREEMENT.
"Registered User" means the individual named in the Registration Form, who is to evaluate the Non-Production Software under this Agreement.
"Non-Production Software" means any CivilFEM release (including accompanying user documentation, if any) that is not a generally available release and is delivered under this Agreement. It shall include the software release identified in the Registration Form.
"Licensee" means the entity/company or individual identified as the "Licensee" in the Registration Form.
"Registration Form" means the online Registration Form accompanying this Agreement.
- Grant of License.As to any Non-Production Software (hereinafter, "Software") provided by Ingeciber S.A. to Licensee under this Agreement, Ingeciber S.A. grants to Licensee for the duration of the License Term (as defined in Section 5), subject to the terms and conditions of this Agreement, a limited, non-exclusive, non-transferable license for the Registered User to use the executable form of such Software in a non-production environment on any computer owned or leased by Licensee and located at the Installation Site identified in the Registration Form, for the sole purpose of evaluating such Software, and for no other purposes.
Ingeciber S.A. may, in its sole and absolute discretion, accept or reject any Registration Form and has no obligation to provide Software under this Agreement. Software will be delivered under this Agreement only if Ingeciber S.A. accepts the registration. Licensee represents that all information submitted to Ingeciber S.A. or its subsidiaries in connection with the registration or request for the Software (including without limitation, all information on the Registration Form) is true, complete and accurate. If the Licensee is an entity, then Licensee further represents that the Registered User is an employee of Licensee, and Licensee shall cause the Registered User and its other employees to comply with the terms and conditions of this Agreement.
- Restrictions.Use of the Software is strictly limited to the Registered User while at the Installation Site. Licensee shall not, and shall not allow others to: (i) use the Software for production work or consulting activities; (ii) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (iii) modify, alter, translate or create derivative works from the Software; (iv) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software; (v) use the Software to create or develop a competitive product or service; (vi) export or re-export the Software without the express written consent of Ingeciber S.A. and without obtaining any required prior authorization; (vii) disable, modify or circumvent the license management system provided with the Software; or (viii) remove or alter any copyright or proprietary notice from the Software; or (ix) otherwise use, access, copy or disclose the Software except as expressly permitted under this Agreement.
- Licensee Reporting.Registered User agrees to evaluate the Software and report such evaluation to Ingeciber S.A. at times agreed to by Ingeciber S.A. and Registered User. Registered User’s reports shall be made in writing and/or by telephone (as deemed appropriate by Ingeciber) to one or more designated Ingeciber representatives. Notwithstanding any other provision in this Agreement, Ingeciber S.A. shall have the exclusive right to use ideas, information, understandings, and concepts derived from Licensee's or Registered User’s evaluation of the Software without restriction and without compensating Licensee or Registered User therefor.
- Term and Termination.The period of evaluation ("License Term") shall begin upon delivery of such Software (and any required authorization codes) to the Licensee, and shall end at the earlier of: (i) the date of general availability of the Software, as determined by Ingeciber S.A.; (ii) expiration of the applicable Software authorization codes; or (iii) the date this Agreement is terminated by Ingeciber S.A., as provided herein. Ingeciber S.A. may, at any time, terminate this Agreement without cause by giving notice of termination to Licensee. Additionally, Ingeciber S.A. may immediately terminate this Agreement in the event of any failure by Licensee to comply with any of the terms herein. Such termination shall be in addition to and not in lieu of any other remedies available to Ingeciber S.A. Additionally, if Licensee is an entity, this Agreement shall automatically terminate should Registered User’s employment at the Licensee terminate for any reason.
Upon termination of this Agreement, the licenses granted hereunder will automatically terminate and Licensee agrees to immediately cease using the Software and promptly uninstall and erase the Software (and related authorization codes) from Licensee computers. Within five (5) days following termination, Licensee shall return or destroy (at Ingeciber's option) all originals and copies of the Software (and related authorization codes), and upon Ingeciber's request, certify in writing that it has returned or destroyed (as applicable) all such originals and copies. . The following section(s) of this Agreement shall survive the termination or expiration of this Agreement: Sections 6, 7, 8, 9, 10, 11, and any other provision that by its language or context implies its survival.
- Disclaimer of Warranties.LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS STILL IN DEVELOPMENT AND IS PROVIDED FOR EVALUATION PURPOSES AND MAY CONTAIN SIGNIFICANT ERRORS, DEFECTS, OR BUGS, AND THAT THE SOFTWARE MAY NOT FUNCTION AS INTENDED. THIS SOFTWARE IS DELIVERED "AS IS" AND INGECIBER S.A. AND ITS LICENSORS DISCLAIM ALL WARRANTIES WHATSOEVER, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, OR SERVICES (IF ANY) PROVIDED UNDER THIS AGREEMENT. INGECIBER S.A AND ITS LICENSORS FURTHER EXPRESSLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. INGECIBER S.A MAKES NO WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. INGECIBER S.A RESERVES THE RIGHT NOT TO MARKET OR RELEASE A COMMERCIAL VERSION OF THE SOFTWARE.
- Limitation of Liability.IN NO EVENT SHALL INGECIBER S.A OR ITS SUBSIDIARIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY OR ALL GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF THE SOFTWARE, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT INGECIBER S.A HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. LICENSEE'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THE EVALUATION AND THIS AGREEMENT BY WRITTEN NOTICE TO INGECIBER S.A. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- Ownership.All right, title and interest (including all intellectual property rights) in the Software, and any derivative, modifications and improvements thereto, are and shall remain in Ingeciber S.A. (and/or its licensors, as applicable). These rights are protected by national and other laws and international treaties. Licensee agrees not to claim or assert title to or ownership of the Software, or any derivative, modifications, or improvements thereto. All rights not expressly granted are reserved by Ingeciber S.A.
- Confidential and Proprietary Information.Licensee acknowledges that the Software constitutes and contains valuable trade secrets and confidential business information of Ingeciber and/or its licensors. Licensee shall hold the Software and related information in strict confidence and shall take the necessary precautions to safeguard and protect the confidentiality of such information. Licensee shall not disclose the Software or grant access to the Software to any person other than the Registered User and Ingeciber's designated representative(s). Licensee shall not release any data or information relating to the Software (including without limitation, any information relating to the performance, functionality or results of the Software) to any third party. If Licensee is an entity, Registered User may share information relating to the Software only with those other Licensee employees who have need to know strictly for the purposes of furthering the evaluation.