Trial Period End User License Agreement
IMPORTANT – READ THESE TERMS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THIS SOFTWARE. BY DOWNLOADING OR INSTALLING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT DOWNLOAD OR INSTALL THIS SOFTWARE.
1. Grant of Software License for Free Trial Period
Subject to the terms and conditions of and except as otherwise provided in this License Agreement, Lumeta grants to You a limited, non-exclusive. non-transferable and non-assignable license to evaluate Lumeta and its licensors software, modules, feature(s) and documentation (the “Software”) for Your internal evaluation purposes only and for a term of thirty (30) days from the date you download or install the Software (the “Term”).
As used herein, “Software” excludes any software that is subject to licenses which are approved by the Open Source Initiative at www.opensource.org and other licenses with terms and conditions that are similar (“Open Source Software”). Any Open Source Software provided by Lumeta to You is subject to the applicable open source license terms. As between the parties, Lumeta is solely responsible for reviewing, understanding and complying with such open source license terms. Other than the Open Source Software provided by Lumeta to You, You shall not use any Open Source Software in conjunction with the Software that would subject the Software to open source license terms.
You do not have any rights in or to the Software except as expressly granted in this License Agreement. Lumeta and/or its licensors reserve to itself all rights to the Software not expressly granted to You under this Agreement. Lumeta and/or its licensors retain all copyright, trademark, patent, and other intellectual property rights in and to the Software. As between the parties, You acknowledge that the Software, all copies of the Software, any derivative works, compilations, and collective works of the Software, and any know-how and trade secrets related to the Software are the sole and exclusive property of Lumeta and contain Lumeta’s and/or its licensors’ confidential and proprietary materials.
You grant to Lumeta and/or its licensors a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Software any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the Software.
2. General Limitations
Except as otherwise expressly provided under this License Agreement, You shall have no right, and You specifically agree not to:
i. utilize the Software beyond the applicable Term;
ii. transfer, assign or sublicense Your license rights to any other person, and any such attempted transfer, assignment or sublicense shall be void;
iii. provide, divulge, disclose, or make available to, or permit the use of the Software by any third party;
iv. sell, resell, license, sublicense, distribute, rent or lease the Software or include the Software in a service bureau or outsourcing offering;
v. make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or to permit third parties to do the same;
vi. decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form, or to permit third parties to do the same;
vii. make any copies or duplicates of any Software without the prior written permission of Lumeta;
viii. export, publicize or utilize for any commercial purpose any analysis data generated by and collected by the Software;
ix. circumvent or disable any features or technological protection measures in the Software; or
x. use or distribute any component(s) of the Software on a standalone basis.
You and Lumeta acknowledges that it or its employees may, in the course of performing its responsibilities under this License Agreement, be exposed to or acquire information which is proprietary or confidential to the other party or its affiliated companies or their clients or to third parties to whom such party owes a duty of confidentiality. Your confidential information means any non-public information of any form obtained by Lumeta or its employees in the performance of this License Agreement. The Software may communicate certain log or other information back to Lumeta during the Term which will be held in strict confidence. This information is used solely for the purpose defined in this Agreement and to improve Your experience and the overall quality of our Software. Lumeta’s confidential information means the Software, documentation and related materials provided by Lumeta to You under this Agreement. Each party agrees to hold the other party’s confidential information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties (except by You to Your contractors who have a need to know such confidential information while providing services to You and who have agreed to be bound by the terms hereof), or to use such information for any purposes whatsoever other than as contemplated by this License Agreement. Each party shall use reasonable best efforts to advise each of its employees or contractors who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential. It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and each party shall be entitled to injunctive relief to restrain any such breach, threatened or actual.
4. Limited Warranty & Limitation of Liability
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ALL EXPRESS, IMPLIED OR STATUTORY CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. NEITHER LUMETA NOR ITS LICENSORS SHALL BE LIABLE FOR YOUR ACTION, OR FAILURE TO ACT, IN RELIANCE ON ANY INFORMATION FURNISHED AS PART OF THE SOFTWARE. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY OF YOUR NETWORK AND COMPUTER SYSTEMS. NEITHER LUMETA NOR ITS LICENSORS REPRESENT, WARRANT, OR GUARANTEE THAT (A) SECURITY THREATS, MALICIOUS CODE AND/OR VULNERABILITIES WILL BE IDENTIFIED, OR (B) THE CONTENT WILL RENDER YOUR NETWORK AND SYSTEMS SAFE FROM MALICIOUS CODE, VULNERABILITIES, INTRUSIONS, OR OTHER SECURITY BREACHES, (C) EVERY VULNERABILITY ON EVERY TESTED SYSTEM OR APPICATION WILL BE DISCOVERED, OR (D) THERE WILL BE NO FALSE POSITIVES.
IN NO EVENT WILL LUMETA OR ITS LICENSORS BE LIABLE TO YOU OR YOUR EMPLOYEES, OR ANY THIRD PARTY, FOR ANY LOST REVENUE, PROFIT, OR DATA, BUSINESS INTERRUPTION, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF LUMETA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LUMETA’S OR ITS’ LICENSORS’ LIABILITY TO YOU, WHETHER IN CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EXCEED THE FEE PAID BY YOU. The provisions of this paragraph shall apply even if any or all of the above-stated warranties fails of their essential purpose.
5. Export Restrictions
You agree to comply strictly with all applicable law, including, but not limited to, U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You will not export, re-export, or import the Software. You hereby indemnify Lumeta, including its employees, officers, directors, and agents, against any liability, loss, damage, or cost (including attorneys’ reasonable fees) arising out of or in connection with any such export, re-export, or import.
6. Term and Termination
This License Agreement is effective until terminated or the end of the Term. You may terminate this License Agreement at any time (i) by destroying all copies of Software, related documentation, analysis data and report and purging same from memory devices (required at the end of a Term). Your rights under this License Agreement will terminate immediately without notice from Lumeta if You fail to comply with any provision of this Agreement. Upon any termination, You must destroy all copies of Software and related documentation and purge same from memory devices. All provisions of this License Agreement relating to confidentiality, disclaimers of warranties, limitation of liabilities, remedies, damages protection of information and Lumeta’s proprietary rights shall survive termination.
This License Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. All actions related to or arising out of this Agreement must be brought within one (1) year after the cause of action has occurred. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License Agreement shall remain in full force and effect. This License Agreement constitutes the entire agreement between the parties with respect to the license of the Software and supersedes all prior agreements, proposals, representations and undertakings between the parties in relation to the subject matter hereof (whether written or oral) and may not be modified or amended by You without the prior written consent of Lumeta. You shall have no right to seek, and shall not seek, any indemnification directly from Lumeta’s licensors. No waiver of any rights arising under this Agreement shall be effective unless in writing and signed by a duly authorized signatory of the party against whom the waiver is to be enforced. No failure or delay by either party in exercising any right, power or remedy under this License Agreement shall operate as a waiver of any such right, power or remedy.