THIS
SOFTWARE TRIAL AGREEMENT (this "Trial Agreement") is by and between
SEGUS Inc ("SEGUS") and the company identified on the submitted
trial request ("Company").
Company
requests that SEGUS arrange a thirty (30) day trial period (the "Trial
Period") for Company to evaluate the software product indicated on the
submitted trial request (the "Software") in accordance with the
terms and conditions set forth below, and, therefore, the parties agree as
follows:
- Limited
Use. SEGUS grants to Company a nonexclusive, nontransferable, revocable
right to use the Software (in object code form only) on Company's computer(s)
and system(s) specified in the submitted trial request only (collectively,
the "System"), solely for the purpose of evaluation for possible
licensing from SEGUS and only for the Trial Period, which period shall begin
upon Installation of the Software at Company's site unless otherwise indicated
on the submitted trial request. Company shall not modify the Software in
any way and Company shall not copy, sell, rent, sublicense, give away or
otherwise transfer the Software or any portion thereof, provided, however,
that Company may make copies of the Software only to the extent necessary
to use it on Company's System in accordance with the limited right granted
hereunder, and the Software shall not be installed or used in, for or by
any service bureau, time-sharing or outsourcing service. Company further
agrees that it shall not reverse-compile, disassemble, reverse-assemble
or trace the Software. Company shall not rely upon the Software for business
applications during the Trial Period and Company shall be solely responsible
for the protection and backup of its data used in conjunction with the Software
during the Trial Period. As used in this Trial Agreement - which includes
the submitted trial request - the word "Software" includes
all programs and documentation distributed to Company (including all tools,
utilities, algorithms, ideas and concepts embodied therein) and any related
information disclosed by SEGUS to Company and any portion thereof in any
form.
- Ownership
and Nondisclosure. Company acknowledges and agrees that SEGUS is the
owner, or the authorized distributor of, the Software and, except as set
out above, this Trial Agreement does not grant to Company any right, title
or interest in or to this Software, including in or to any intellectual
property or proprietary right in or to the Software, and Company shall not
obtain or claim any right, title or interest in or to the Software, or any
portion thereof, or any intellectual property or proprietary right therein.
Company further acknowledges and agrees that the Software embodies confidential
information and trade secrets of SEGUS or the owner and Company shall not
disclose any portion of the Software to any third party, including any person
who is not Company's full-time employee having a need to know for the purpose
of this Trial Agreement, unless any such third party or person has executed
a nondisclosure agreement reasonably acceptable to SEGUS and covering the
Software.
- DISCLAIMER.
SEGUS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
WITH RESPECT TO THE SOFTWARE PROVIDED HEREUNDER. Without limiting any other
provision of this Trial Agreement, SEGUS shall not be liable for any direct,
special, indirect or consequential damages resulting from the installation,
use performance or nonperformance of the Software during the Trial Period.
- Term.
This
Trial Agreement shall commence as of the date on which the submitted trial
request has been received by SEGUS and, unless terminated earlier in accordance
with this Agreement or extended agreement of the parties, shall automatically
terminate at 11:59 p.m. on the thirtieth (30th) day of the Trial Period.
Any provision of this Trial Agreement intended to survive the termination
of this Agreement shall survive termination of this Trial Agreement and
continue in full force and effect. At the end of the Trial Period, Company
shall either purchase a license to use the Software, in accordance with
SEGUS' standard terms and conditions therefor, or shall return the Software
and related materials, at its own expense, to SEGUS with an executed letter,
stating that Company has removed from its System and destroyed all copies
of the Software.
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