Evaluation Terms of Service
Information Security Corporation, an Illinois Corporation, (“ISC”) has developed a Certificate Authority product, CertAgent (the “Software”). The undersigned licensee (the “licensee”) desires to obtain a copy or copies of the Software for evaluation purposes. In consideration for the delivery to the licensee of a copy or copies of the Software for evaluation purposes, the licensee agrees to the following terms and conditions:
1. Evaluation Copies. For purposes of this Agreement, “Evaluation Copies” shall mean copies of the Software delivered to the licensee for testing and evaluation purposes only, subject to the terms and conditions set forth in this Agreement. The number of Evaluation Copies delivered to the licensee is set forth next in the Software Evaluation Partner Agreement (“SEPA”) between the parties.
2. Use of Evaluation Copies. Subject to the terms of this Agreement, ISC grants to the licensee a non-exclusive, non-transferable license to test and evaluate the Software internally within its organization. The license rights granted herein are not intended to and do not permit the commercial or productive use of the Software. This license shall be in effect for the period stated in the SEPA. Either party may terminate this license prior to its expiration on ten (10) days prior written notice to the other. The Software will be tested and evaluated only at the location shown in the SEPA.
3. Restrictions on Distribution. The licensee acknowledges that it has no right to make copies of the Software or to distribute Software in any form to any third party.
4. No Reverse Engineering. The licensee will not, under any circumstances, reverse engineer, reverse compile or disassemble any part of any Software in whole or in part, nor will the licensee use any mechanical, electronic, or other method to trace, decompile, disassemble or identify the source code of any part of the Software or encourage others to do so
5. No Warranty. ISC DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE OR ANY COMPONENT THEREOF, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NONINFRINGEMENT OF THIRD PARTY RIGHTS, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY.
6. Taxes. The licensee shall pay any taxes, duties or charges of any kind (including any GST, withholding or value added taxes) imposed by any federal, state or local governmental entity for products or services provided under this Agreement.
7. Obligations of the Licensee Upon Expiration of Evaluation Period. Upon the expiration or termination of the evaluation period for the Software, the licensee will immediately destroy or return to ISC all copies of the Software. Upon ISC’s request, the licensee will, within ten (10) days of the expiration or termination of the evaluation period stated in the SEPA, certify in writing to the licensee’s compliance with the obligations of this paragraph.
8. Limitation of Liability. ISC SHALL NOT BE LIABLE TO THE LICENSEE OR ANY OTHER PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOSS OF DATA) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ISC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Title. Sole and exclusive title to the Software, the Components thereof, including without limitation, APIs, tools and documentation and all copies thereof, including without limitation, all patents, copyrights, trademarks and trade secrets therein, shall remain with ISC.
10. No Assignment. The licensee may not assign this Agreement voluntarily, by operation of law, or otherwise, in whole or in part, without ISC’s prior written consent in each instance.
11. Compliance With U.S. Export Laws. The licensee acknowledges that the laws and regulations of the United States may restrict the export and re-export of commodities and technical data of United States origin, including the Software. The licensee agrees that it will not export or re-export the Software, or any components thereof, without the appropriate United States and/or foreign licenses.
12. Restricted Rights. RESTRICTED RIGHTS. In no event shall Licensee distribute the Licensed Software to any person, firm or entity outside the United States or which may reasonably be expected to use or sell the Licensed Software outside the United States. With respect to any and all U.S. Government customers, the Software shall be deemed commercial software and licensed on standard commercial terms. In no event will the rights granted with respect to Licensed Software shall be greater than restricted rights as those rights are defined in the applicable Federal Acquisition Regulations (“FARS”) and Defense Federal Acquisition Regulations (“DFARS”) relating to the acquisition of rights to use Licensed Software. Without limiting the foregoing, the ISC Licensed Software shall be licensed only on standard commercial terms which shall not be greater than Restricted Rights – Commercial Computer Licensed Software under DFARS 52.227-7013(c)(1)(ii)(Oct. 1988) and FARS Sections 52.227-14 and/or 52.227-19.
13. Injunctive Relief. A breach of any of the promises or agreements of licensee contained herein will result in irreparable and continuing damage to ISC for which there will be no adequate remedy at law, and ISC shall be entitled to injunctive relief and/or a decree for specific performance and such other relief as may be proper (including monetary damages if appropriate).
14. Choice of Law and Forum. This Agreement will be governed by the laws of the State of Illinois, except its conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this Agreement.