Evaluation License Agreement
This Evaluation License Agreement (“Agreement”) is entered into and made effective as of date (“Effective Date”), by and between Datanova Scientific LLC (“Licensor”), a Limited Liability Company with offices at 3000 Chestnut Ave., Ste. 109A, Baltimore, MD 22211, and any user of this product (Licensee) for purposes of EVLVE product evaluation.
In consideration of the covenants and agreements set forth herein, it is mutually agreed by and between Licensor and Licensee as follows:
License Rights Granted
Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-transferable, non-sublicensable license to use, execute, and display the object code version of the EVLVE Enterprise Data Fusion Platform (“Software”), solely for internal evaluation purposes, for ninety (90) calendar days following the Effective Date (“Evaluation Period”). Licensee shall not, directly or indirectly:
a. Reproduce, modify, create derivative works, or translate the Software;
b. Decompile, disassemble, or reverse engineer the Software, or otherwise attempt to gain access to the source code or algorithms of the Software or any part thereof;
c. Distribute, sell, transfer, rent, or otherwise make available the Software or any features or functionality of the Software to any third party for any reason;
d. Use the Software for purposes of competitive analysis of the Software, or any purpose that is to Licensor’s commercial disadvantage; or
e. Use the Software in violation of the laws of the United States or other applicable jurisdiction.
2. Term of Agreement.
This license is effective for whichever comes first:
a. 12 months from the start date, or
b. the Licensee initiates use of the Software for commercial purposes.
The License will terminate automatically if Licensee fails to comply with any of the limitations or other requirements described herein. At termination Licensee shall cease all use of the Software and destroy all copies, full or partial of the Software, and any data produced using the Software.
3. Intellectual Property Rights
All right, title, and interest in and to the Software (excluding third party software) are owned by and will remain the exclusive property of Licensor. Nothing in this Agreement gives Licensee a right to use Licensor’s or Software’s name, trademarks, or logos. Except as expressly set forth in this Agreement, no express or implied license or right of any kind is granted by Licensor regarding the Software. Licensee shall not remove, alter, deface, or modify any copyrights, trademarks, or other notices contained in the Software.
4. Third Party Software
All third party software is provided with the applicable third party software license and the terms of such licenses govern Licensee’s use of the third party software. Each licensor of the third party software will be a third party beneficiary of this Agreement with respect to such third party software. Licensee shall not use the third party software components of the Software except as part of the use of the Software.
5. Export Restrictions
The Software may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. Licensee shall not export, re-export, release or otherwise make the Software available outside the U.S. or to any non-U.S. person, without first obtaining the required export licenses. Licensee hereby represents that it is not included on any of the restricted party lists maintained by the U.S. Government. Licensee shall immediately notify Licensor if Licensee becomes listed on any restricted party list.
6. Collection and Use of Information
Licensee acknowledges that Licensor may, directly or indirectly, collect and store information regarding Licensee’s use of the Software. Licensee agrees that Licensor may use such information for any purpose including but not limited to improving performance of the Software and verifying Licensee’s compliance with the terms and conditions of this Agreement.
This Agreement and the license granted here under shall remain in effect until terminated by either Licensee or Licensor by written notice, or at the expiration of the Evaluation Period. At termination Licensee shall cease all use of the Software and destroy all copies, full or partial of the Software, and any data produced using the Software.
8. Warranty Disclaimers
The Software is provided “AS-IS”. To the maximum extent permitted under applicable law, LICENSOR DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Licensor makes no warranty or representation and disclaims all responsibility and liability for the completeness, accuracy, availability, timeliness, security, or reliability of the Software or any harm to Licensee or any third party that results from Licensee’s access to or use of the Software.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM LICENSEE’S ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, SOFTWARE OR ANY THIRD PARTY SOFTWARE.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LICENSOR EXCEED $0.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT LICENSOR HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10. General Terms
a. Waiver and Severability
The failure of Licensor to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. In the event that any provision of this Agreement is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Agreement will remain in full force and effect.
b. Controlling Law and Jurisdiction
This Agreement and any action related thereto will be governed by the laws of the State of Maryland without regard to or application of its conflict of law provisions or Licensee’s state or country of residence. All claims, legal proceedings or litigation arising in connection with Software will be brought solely in the federal or state courts located in Baltimore County, Maryland, and Licensee hereby consents to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
If Licensee is a federal, state, or local government entity in the U.S. and therefore legally unable to accept the controlling law, jurisdiction, or venue clauses above, then this Agreement and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Maryland (excluding choice of law).
c. Entire Agreement
This Agreement is the entire and exclusive agreement between Licensor and Licensee regarding the Software, and this Agreement supersedes and replaces any prior agreements between Licensor and Licensee regarding the Software.