UNLESS YOU (LICENSEE, AS DEFINED BELOW) HAVE OBTAINED PERMISSION TO USE THE LICENSED PRODUCT UNDER A SEPARATE, DULY SIGNED SUBSCRIPTION AGREEMENT OR AN EVALUATION LICENSE FROM ADROITLOGIC OR AN AUTHORIZED DISTRIBUTOR, THE ACCOMPANYING LICENSED PRODUCT IS PROVIDED UNDER THE FOLLOWING TERMS AND CONDITIONS AND ANY SUPPLEMENTAL TERMS REFERENCED BELOW AND YOUR RIGHT TO USE THE LICENSED PRODUCT IS CONDITIONED UPON YOUR ACCEPTANCE OF THIS TEMPORARY EVALUATION LICENSE AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS AND YOU DO NOT HAVE A SEPARATE LICENSE AGREEMENT AS REFERRED TO ABOVE, YOU MAY NOT USE OR COPY THE LICENSED PRODUCT AND YOU MUST DELETE ANY COPIES OF IT FROM YOUR SYSTEMS.
"Product" means AdroitLogic UltraESB software product, its associated tools, extension modules and
components, documentation, sample source code and configurations, and any updates provided under
"Licensor" means AdroitLogic Private Ltd, having its principal place of business in the Republic of Singapore
"Licensee" means the individual or entity (inclusive of subsidiaries) that has licensed the Product under the terms and conditions of this agreement solely for evaluation purposes.
“Evaluation Period” means the period of days, but in no event more than thirty (30) days unless expressly authorized by the Licensor, that an authorization key delivered to Licensee electronically by the Licensor authorizes the Licensee to run the Product for evaluation purposes. Under no circumstances will the Evaluation Period under this Agreement exceed six (6) months.
The Software is the property of Licensor or its suppliers. The Software is licensed, not sold. Title
and copyrights to the Software, in whole and in part and all copies thereof, and all modifications,
enhancements, derivatives and other alterations of the Software regardless of who made any
modifications, if any, are, and will remain, the sole and exclusive property of Licensor and its
The Software is protected by United States Copyright Law and International Treaty provisions. Further, the structure, organization, and code embodied in the Software are the valuable and confidential trade secrets of the Licensor and are protected by intellectual property laws and treaties. Licensee agrees to abide by the copyright law and all other applicable laws of the United States including, but not limited to, export control laws.
Subject to the terms, conditions, and limitations set forth in this Agreement, Licensor hereby grants to Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Product as follows:
(a) Licensee may:
install and use the Product solely for the purpose of evaluation during the Evaluation Period, to decide whether to license the Product from the Licensor, or enter into a commercial subscription agreement, and only as authorized in this Agreement.
(b) Licensee may not:
sell, sublicense, redistribute, encumber, give, lend, circulate, disseminate, translate, rent, lease, or otherwise transfer the Product, or any portions of the Product, to anyone; reverse engineer, decompile, disassemble, modify, adapt, translate, make any attempt to discover the source code of the Product, or create derivative works from the Product; modify or alter license protection mechanisms that are designed to manage and protect the intellectual property rights of the Licensor; use the Product for general production use; use the Product after the expiry of the Evaluation Period; disclose to any third party any comparison of the results of operation of the Product or its performance without prior written authorization by the Licensor.
Licensee may choose to, but is not required to, provide feedback, including materials, error corrections, data, enhancements, modifications, derivatives, suggestions and the like to Licensor, its subcontractors or authorized distributors regarding possible improvements in the operation, functionality or use of Licensor's Products. Licensee hereby grants to Licensor and its subcontractors and authorized distributors, without charge, an irrevocable right to use, copy, modify and create derivative works of any such suggestions, data, feedback and information for the purpose of improving the operation, functionality or use of its existing and future product offerings and commercializing such offerings.
The Product contains a feature that will automatically disable itself upon expiration of the Evaluation Period, and hence use and access of the Product may be monitored and regulated through a license management service run by the Licensor to ensure compliance. Licensee shall not disable, destroy, or remove this feature of the Product, and any attempt to do so will be in violation of this Agreement and will terminate Licensee's rights to use the Product.
THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITHOUT WARRANTIES. LICENSOR MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, AND ITS SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
Third Party Software is licensed to Licensee in accordance with a separate license agreement(s) included with the Software, and subject to any restrictions set forth herein. Licensee agrees to abide by the terms and conditions of the Third Party Software license agreements. Licensor will have no responsibility with respect to any Third Party Software, and Licensee will look solely to the licensor(s) of the Third Party Software for any remedy. Licensor claims no right in the Third Party Software, and the same is owned exclusively by the licensor(s) of the Third Party Software. LICENSOR PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO ANY THIRD PARTY SOFTWARE.
(a) REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF THE SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(b) IN ANY EVENT, LICENSOR'S SOLE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO US$1 (ONE US DOLLAR).
If Licensee fails to comply with the terms and conditions of this Agreement, this Agreement and Licensee's right and license to use the Product will terminate immediately. Licensee may terminate this Agreement at any time by notifying Licensor.
This agreement is governed by the laws of the Republic of Singapore, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Republic of Singapore.
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