Software Evaluation License Agreement
SOFTWARE EVALUATION LICENSE AGREEMENT FOR PROCESS, POWER & MARINE SOFTWARE PRODUCTS
This Software Evaluation License Agreement
(“Agreement”) is a legal agreement between the Evaluator (either an individual
or a single entity) and Intergraph Corporation, doing business as Process,
Power & Marine (hereinafter referred to as “PP&M”). Evaluator should
carefully read the following terms and conditions before downloading or
operating the on-line copy of the proprietary software product and related
“on-line” or electronic documentation (hereinafter the “Software” or
“Product”).
The Product can only be downloaded, installed, and
operated in accordance with the terms and conditions of this Agreement. If
Evaluator does not agree to comply with the terms and conditions of this
Agreement, Evaluator should select the “NO” Button located at the end of this
Agreement to exit without installing the Product. Selecting the “YES” Button
located at the end of this Agreement and downloading of the Product will be
deemed acceptance of the terms of this Agreement.
PP&M herein offers to permit Evaluator to engage
in trial use of the Product for a certain period to permit Evaluator to
evaluate the Product. Evaluator wishes to receive the Product for the purpose
of conducting this trial use. Accordingly, the parties agree as follows:
1. PP&M hereby grants to Evaluator a
non-exclusive, non-transferable limited license to use the Product for a
limited time for the sole purpose of evaluation subject to the terms and
conditions of this Agreement. Evaluator is not authorized to use the Product
for development or production purposes.
2. Evaluator shall have no ownership interest in the
Product by reason of this Agreement. Evaluator may not decompile, disassemble
or otherwise reverse engineer the Product. Title and all rights of ownership in
and to PP&M’s Intellectual Property Rights and the Product, including all
technology, associated documentation, data and information, are and shall
remain vested in PP&M. Evaluator shall not use, distribute, copy, perform,
amend, alter, modify, exploit, sublicense, or assign the Product, or any of
PP&M’s Intellectual Property Rights or relevant third party’s Intellectual
Property Rights (or permit such to occur) except as expressly permitted by this
Agreement.
3. The Evaluator shall provide interviews and reports
as requested by PP&M concerning its opinion and evaluation of the Product.
Evaluator shall regularly consult with representatives of PP&M concerning
the performance of the Product. PP&M shall have the right to use any of
the reports, information, and evaluations furnished to it by Evaluator in any
manner whatsoever and without any limitations.
4. The PP&M Product is designed to automatically
terminate without notice on the expiration date delivered with the evaluation
key.
5. PP&M shall have the right to terminate the
license any time at the sole discretion of PP&M.
6.
There will be no charge by PP&M for
Evaluator’s limited use of the Product.
7. Evaluator acknowledges that the Product and Product
information, data and technology is confidential in nature, is a proprietary
product of PP&M and relevant third parties, and is protected by copyright
law and international treaty. Therefore, Evaluator shall not disclose, directly
or indirectly, or take any action that would result in the disclosure of any
confidential or proprietary data whatsoever, including, but not limited to,
reproduction of data, software, or information furnished to Evaluator.
Evaluator acknowledges that Evaluator holds no right, title, privilege or
interest in the Product, information, or software furnished pursuant to this
Agreement. Evaluator shall not discuss or disclose to any party other than
PP&M the terms of this Agreement, product information, nor the results of
any evaluation, except with the prior written consent of PP&M.
Evaluator agrees to take the appropriate measures
to protect the confidential and proprietary nature of the Product, but in no
case will the measures be less effective than those measures used to protect
Evaluator’s own proprietary data and/or software.
8.
PP&M MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
PRODUCT, WHETHER EXPRESS OR IMPLIED, REGARDING ITS USE OR PERFORMANCE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. EVALUATOR ACCEPTS THE PRODUCT IN AN “AS IS” CONDITION WITHOUT
WARRANTIES OF ANY KIND.
9.
IN NO EVENT SHALL PP&M BE LIABLE FOR ANY DAMAGES ARISING OUT OF, OR
IN CONNECTION WITH, THE USE OF THE PRODUCT, INCLUDING BUT NOT LIMITED TO ANY
DIRECT, INDIRECT, INCIDENTIAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR
CORRUPTION OR LOSS OF DATA.
10. Upon expiration or termination of the license herein
granted, Evaluator shall return to PP&M all copies of the Product and any
other data furnished by PP&M in connection herewith. In addition,
Evaluator shall return to PP&M or destroy all reports or evaluations of the
Product.
11. Upon expiration of the term of the license herein
granted, including any extensions thereof, Evaluator shall have the right to
license the Product from PP&M at the standard prices and terms published by
PP&M. However Evaluator will be under no obligation to purchase, lease, or
license the Product by reason of this Agreement.
12. This Agreement and the license contained herein
shall not be assignable by Evaluator without the express written consent of
PP&M.
13. Evaluator’s obligation to maintain confidentiality,
all disclaimers of warranties, and limitations of liability set forth in this
Agreement shall survive the termination of this Agreement.
14. This Agreement supersedes all prior agreements,
whether written or oral, concerning the subject matter herein, and may not be
amended or modified except by written consent of both parties.
15. Should you have any questions concerning this
Agreement, you may contact your local PP&M office or write Process, Power
& Marine, 300 Intergraph Way, Madison, Alabama 35758.
16. This Agreement shall for all purposes be construed
and enforced under and in accordance with the Laws of the State of Alabama and
shall have been deemed to have been executed in Huntsville, Alabama. The
parties agree that any legal action or proceeding relating to this Agreement
shall be instituted in the Circuit Court for Madison County, Alabama or the
United States District Court for the Northern District, Northeastern Division,
of Alabama, USA. The parties agree to submit to the jurisdiction of, and agree
that venue is proper in these courts in any such legal action or proceeding.
For jurisdictions outside the United States, the following language shall also
apply: The parties waive the application of the United Nations Commission on
International Trade Law and United Nations Convention on Contracts for the International
Sale of Goods as to the interpretation or enforcement of this Agreement.
17. PP&M's Products obtained from PP&M, its
subsidiaries, or distributors (including any documentation or technical data
related to these products) are subject to the export control laws and
regulations of the United States. Diversion contrary to U.S. law is prohibited. These Products, and the direct product thereof, must not be
exported or re-exported, directly or indirectly (including via remote access)
under the following circumstances:
a. To Cuba, Iran, North Korea, Sudan, or Syria, or any national of these countries.
b. To any person or entity listed on any U.S.
government denial list, including but not limited to, the U.S. Department of
Commerce Denied Persons, Entities, and Unverified Lists, http://bis.doc.gov/complianceandenforcement/liststocheck.htm,
the U.S. Department of Treasury Specially Designated Nationals List,
www.treas.gov/offices/enforcement/ofac/, and the U.S. Department of State
Debarred List, http://www.pmddtc.state.gov/compliance/debar.html.
c. To any entity when Evaluator knows, or has
reason to know, the end use of the Product is related to the design,
development, production, or use of missiles, chemical, biological, or nuclear
weapons, or other un-safeguarded or sensitive nuclear uses.
d. To any entity when Evaluator knows, or has
reason to know, that an illegal reshipment will take place.
Any questions regarding export or re-export of
these Products should be addressed to Intergraph Corporation's Export
Compliance Department, Huntsville, Alabama 35894, USA.
Evaluator
shall hold harmless and indemnify PP&M for any costs and or damages
resulting to PP&M from a breach of this Article by Evaluator.
18. Neither party will use the name of the other party
in connection with any advertising or in any publication concerning the subject
matter of the Agreement without prior written permission.
19. Whenever possible, each provision of this Agreement
and each related document shall be interpreted in such a manner as to be
effective and valid under applicable law. However, if any provision of this
Agreement or any related document shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement or such related document.
EVALUATOR ACKNOWLEDGES
THAT EVALUATOR HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND
BY ITS TERMS AND CONDITIONS. EVALUATOR FURTHER AGREES THAT THIS AGREEMENT IS
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN EVALUATOR AND PP&M WHICH SUPERSEDES THE STANDARD PP&M SOFTWARE LICENSE AGREEMENT THAT IS EMBEDDED
IN THE SOFTWARE, ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN EVALUATOR AND PP&M RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT.
Document Number: DDCC331C0 04/09
© Copyright 2009 Intergraph Corporation, All Rights Reserved
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