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THIS SOFTWARE PROOF OF CONCEPT EVALUATION LICENSE AGREEMENT (the “AGREEMENT”) IS ENTERED INTO AS OF THE EFFECTIVE DATE OF THE EXECUTED AGREEMENT BETWEEN SOLID STATE NETWORKS, LLC (“SSN”) AND YOU (“COMPANY”) (COLLECTIVELY “THE PARTIES”). BY ACCESSING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SSN DIRECT SOFTWARE SOLUTION AND DOCUMENTATION (THE “SOFTWARE”), COMPANY IS AGREEING TO ALL OF THE TERMS OF THIS AGREEMENT. IF COMPANY DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, COMPANY MAY NOT ACCESS, DOWNLOAD, INSTALL OR USE THE SOFTWARE.
LICENSE FOR INTERNAL EVALUATION USE ONLY: Company’s use of the Software is limited to internal evaluation purposes only. Deployment of works which use the Software is not permitted under the terms of this Agreement. Company must acquire a deployment license for the Software from Solid State Networks, LLC (“SSN”) in order to deploy such works.
- LICENSE GRANTS. Subject to all the terms of this Agreement, SSN hereby grants to Company and its affiliates a one-time, royalty-free, non-exclusive, non-transferable, non-sublicensable license to use the Software solely for internal evaluation purposes for a period of 60 DAYS from the date SSN notifies Company that their account has been provisioned and provides Company access to the Software (“Evaluation Period”). Company and its affiliates may (i) access, download, install the Software on an unlimited number of systems within the Company; and (ii) use the Software only for internal evaluation purposes only.
- LICENSE OBLIGATIONS. Company agrees to not:
(a) reverse compile, reverse engineer, disassemble, reformat, or otherwise attempt to read or make readable the Object Code or Source Code (or the underlying ideas, algorithms, structure or organization) of the Software, in whole or in part; modify the Software or create any derivative work based on the Software;
(b) rent, lease, sell, sublicense, grant a security interest in, or otherwise transfer any rights in the Software;
(c) remove or alter any marks or proprietary notices or labels contained in the Software;
(d) use the Software in any manner that violates any intellectual property or privacy rights of any third party; or
(d) use the Software in any manner that violates any applicable international, federal, state, or local law or regulation.
- TITLE. Company agrees that:
(a) SSN is the owner of all rights, title and interest, including, but not limited to, all trademarks, copyrights, patent rights, and all other proprietary rights in the Software;
(b) the Software is confidential in nature and not in the public domain; SSN claims all intellectual and industrial property rights granted by law therein; and
(c) except as set forth in this Agreement, SSN does not grant Company any rights to or ownership of the Software;
(d) SSN retains all right, title and interest in the Software and in all improvements, enhancements, modifications and derivative works of the Software including all rights to patent, copyright, trade secret, and trademark.
- TRADE SECRETS AND PROPRIETARY INFORMATION. Company agrees to take all reasonable steps to ensure that unauthorized persons will not have access to any of the Software or Documentation and that all authorized persons having access will refrain from any disclosure, duplication, or reproduction of the Software and Documentation except to the extent permitted under this Agreement.
(a) Company agrees to accord the Software and the Documentation and all other confidential information relating to this Agreement the same degree and methods of protection as Company generally undertakes with respect to its similar confidential information, trade secrets, and other proprietary data.
- UNAUTHORIZED USE. Company agrees to notify SSN immediately and in writing of all circumstances, of which Company is aware, surrounding the unauthorized possession or use of the Software and Documentation by any person or entity. Company agrees to cooperate fully with SSN, at SSN’s expense, in any litigation relating to or arising from such unauthorized possession or use.
- WARRANTY; LIMITATION OF LIABILITY. The Software is provided “AS IS” and without any warranty of any kind. SSN DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE. The Software is provided gratuitously and, therefore, SSN shall not be liable or obligated to Company or any other party with respect to any subject matter of this Agreement for any direct, indirect, incidental, special, punitive or consequential damages under any theory of liability whether in tort, contract, negligence, strict liability or otherwise even if advised of the possibility of such damages.
- TERMINATION; SURVIVAL. The license granted hereunder shall terminate at the earliest of (i) the end of the specified Evaluation Period, if any; (ii) immediately upon Company’s failure to comply with all of the terms and limitations described herein; or (iii) immediately upon written notice of termination by SSN, with or without cause. Upon termination for any reason, Company shall destroy all copies of the Software. Sections 2, 3, 4, 6, and 7 shall survive any termination or expiration of this Agreement or the license granted hereunder.
(a) This Agreement is the entire agreement between Company and SSN concerning this subject matter. This Agreement may not be amended except in writing signed by an authorized representative of SSN.
(b) Neither this Agreement nor any of Company’s rights or obligations hereunder may be assigned by Company in whole or in part without SSN’s prior written consent.
(c) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona without giving effect to its choice of law principles. Any legal action regarding this Agreement will be heard in the state or federal courts having jurisdiction in Maricopa County, Arizona, and Company hereby submit to the personal jurisdiction and venue of such courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is expressly disclaimed.
(d) The prevailing party in any action or proceeding to enforce the provisions of this Agreement shall be entitled to recover all reasonable attorneys’ fees and expenses incurred in connection therewith.
(e) In the event of a breach of this Agreement, monetary damages may not be a sufficient remedy, and SSN shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief (without posting of a bond) as may be deemed proper by a court of competent jurisdiction.
(f) If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.
(g) The failure of SSN to require Company’s performance of any provision herein shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by SSN of a breach of any provision herein be taken or held to be a waiver of the provision itself.