INGECIBER, S.A. CivilFEM SOFTWARE EVALUATION LICENSE
License Grant As requested by an CivilFEM Support Distributor (“Distributor”), INGECIBER, S.A.(“Licensor”) hereby grants to the undersigned (“Customer”) a nonexclusive, non-transferable, royalty-free, license to use the software specified below and user documentation (“Product”) for a period of thirty (30) days (“Evaluation Term”) beginning on the date of receipt of the Product and License Key by Customer. Customer may only use the Product for the purpose of internal demonstration and evaluation in order to determine whether Customer desires to purchase a license for the Product. All right, title and interest in the Product and all intellectual property rights related thereto will remain with Licensor or its affiliates and/or other third parties.
Evaluation Term Extension The evaluation may be extended by written agreement of all parties for a maximum thirty (30) day period.
Restrictions a) Customer may only use the Product on the Designated LAN specified below. Customer will not reproduce, sell, license, or otherwise transfer the Product to any third party and will not reverse engineer, decompile or modify the Product. Customer agrees to be fully responsible for installation of the Product. Neither Licensor nor Distributor will have any obligation to maintain the Product during the term of this Agreement. The responsibility for the Product will be under the direction of the Customer Representative specified below.
- b) Licensee acknowledges that the Product is a bundle product with one from the United States of America and that the use, export, transmission or other transfer of the Product or any results produced using the Program is governed by the laws and regulations of the United States of America and European Union.
Confidentiality Customer acknowledges that the Product contains confidential, proprietary and trade secret information of Licensor. Customer agrees not to disclose the Product and to take all necessary precautions to protect the confidentiality of the Product received. The obligations of this Section will survive any termination or expiration of this Agreement for any reason.
NOTE: This agreement will only be valid for evaluation. A new CivilFEM End User License Agreement must be signed in case the licensee decides to purchase the software.
DISCLAIMER OF WARRANTIES THE PRODUCT IS DELIVERED “AS IS” AND LICENSOR AND DISTRIBUTOR DISCLAIM ALL WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT.
LICENSOR AND DISTRIBUTOR EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTIES OF TITLE AND NONINFRINGEMENT.
LIMITATION OF LIABILITY NEITHER LICENSOR NOR DISTRIBUTOR WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM CUSTOMER’S UTILIZATION OF THE PRODUCT INCLUDING BUT NOT LIMITED TO EVALUATIONS OR DECISIONS MADE USING THE PRODUCT.
Return/Destruction of Materials Unless the Customer enters into a license agreement for continued use of the Product, the Product and any and all copies made by Customer (whether authorized or unauthorized) will be deleted from Customer’s systems and returned to Distributor or destroyed by Customer, as specified by Licensor, within five (5) days of the expiration of the Evaluation Term or immediately upon the request of Licensor or Distributor in the event Licensor or Distributor has reason to suspect that Customer has breached this Agreement.
Miscellaneous The failure by any party at any time to enforce its rights under this Agreement will not be construed as a waiver of such rights and no waiver by any party will be valid unless it is in writing. This Agreement will be governed by and interpreted in accordance with the laws of Spain and Madrid Court, excluding its conflicts of laws provisions and the United Nations Convention on the International Sale of Goods. This Agreement constitutes the final, complete and exclusive agreement and understanding between Licensor, Distributor and Customer; and supersedes all prior and contemporaneous agreements, oral or written relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date of execution of this Agreement by Customer.