This Evaluation License Agreement (“Agreement”) is between Vendia, Inc. (“Vendia”) and you (“Customer”) and governs your use of the software included in the files accompanying this Agreement (the “Software”).
License Grant. Subject to the terms and conditions hereof, Vendia grants to Customer, for the Evaluation Period identified below, a non-exclusive license to use the (“Software”) solely for the purpose of Customer’s evaluation of the Software.
No Fees or Services. Vendia shall not be entitled to any license fees for Customer’s use of the Software under this Agreement and Vendia shall be under no obligation to provide Customer with any services. Neither party shall have any obligation with respect to any further license of the Software or any other Vendia product.
Termination. The licenses granted hereunder shall terminate on expiration of the Evaluation Period. Customer may terminate this Agreement upon written notice to Vendia at any time. Vendia may terminate this Agreement upon written notice if Customer breaches Sections 1 or 4. Within five days after termination, Customer will (i) return to Vendia the Software in the form provided by Vendia or (ii) upon request by Vendia destroy the Software and certify in writing that it has been destroyed. Sections 2 through 6 shall survive termination of this Agreement.
Proprietary Rights; Confidentiality. Customer recognizes and agrees that the Software is the property of Vendia and that title and full ownership rights in the Software is reserved to and remains with Vendia. Customer agrees not to copy, distribute, sell, sublicense or otherwise transfer the Software or any portion thereof. Customer further agrees not to remove from view any copyright legend, trademark or confidentiality notice appearing on the Software or Software output, or adapt, translate, reverse engineer, decompile or otherwise derive the source code for the Software. The Software is confidential information of Vendia, and Customer agrees not to disclose the Software or the results of any performance or functional evaluation or test of the Software to any third party without the prior written approval of Vendia.
Warranty and Limitation of Liability. Vendia warrants that it has full power and authority to license the Software to Customer. THE SOFTWARE IS OTHERWISE PROVIDED “AS-IS”, WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LIABILITY OF VENDIA AND ITS LICENSORS TO CUSTOMER OR ANY THIRD PARTY ARISING FROM THE LICENSE OR USE OF THE SOFTWARE, OR THE PROVISION OF TECHNICAL SUPPORT INSTALLATION, TRAINING OR OTHER SERVICES IN CONNECTION THEREWITH, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED $1,000. IN NO EVENT WILL VENDIA OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
General. Customer may not assign or otherwise transfer, by operation of law or otherwise, any of its rights under this Agreement without Vendia’s prior written consent, which shall not be unreasonably withheld. This Agreement constitutes the entire agreement between the parties with respect to the evaluation of the Software and shall be construed in accordance with the laws of the State of California.