AIMstor 2.2

EULA - End User License Agreement

COFIO AIMstor and ViStor DEMONSTRATION SOFTWARE LICENSE AGREEMENTPLEASE READ THIS AGREEMENT CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE THE AIMstor and ViStor SOFTWARE. COFIO SOFTWARE INC. ("Cofio") IS WILLING TO LICENSE AIMstor and ViStor AND RELATED DOCUMENTATION (COLLECTIVELY THE "PRODUCT") TO YOU (THE "EVALUATOR"), ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY.
IF YOU DO NOT AGREE TO THESE TERMS, THEN COFIO IS UNWILLING TO LICENSE THE PRODUCT.
Cofio desires to provide the Product, in object code format, to Evaluator for its evaluation purposes for a period of Thirty (30) days from the date of download (the "Evaluation Period"). Evaluator desires to perform an internal evaluation of the Product for potential use in connection with Evaluator's business (the "Evaluation").
GRANT. Subject to the terms and conditions of this Agreement, Cofio hereby grants Evaluator a royalty free, non-exclusive, non-transferable, personal, revocable license to use the Product solely to perform the Evaluation. This Agreement does not include any rights to maintenance or support or updates.
LIMITATION ON RIGHTS. Licensee has no right to transfer, sublicense or otherwise distribute the Product to any third party or to use the Product except to perform the Evaluation. Licensee may not (a) modify the object code of the Product nor permit any third party to do so; (b) copy the Product, except for a reasonable number of backup copies; or (c) use the Product in a production or development basis or in any manner to provide service bureau, commercial time-sharing, rental or other computer services to third parties. Licensee acknowledges that the Product contains trade secrets of Cofio and, in order to protect such trade secrets, Licensee agrees not to disassemble, decompile or reverse engineer the Product, except to the extent permitted in jurisdictions where a right to reverse engineer is expressly provided by law when information is otherwise unavailable about the Product that is needed to achieve interoperability, functional compatibility, or similar objectives. In such jurisdictions, Licensee agrees to submit a detailed written proposal to Cofio concerning Licensee's information needs before engaging in reverse engineering. Evaluator agrees to reproduce all copyright, trademark and other proprietary notices embedded in the Product on all copies of the Product.
TERM AND TERMINATION. This Agreement, and all rights granted to Evaluator hereunder, shall terminate (i) automatically without notice upon the expiration of the Evaluation Period, or upon Evaluator's breach of any provision of this Agreement; or (ii) immediately upon Cofio providing any notice to Evaluator. Upon any termination or expiration of this Agreement, and provided that Licensee has not purchased a license to the Product, Evaluator shall destroy all copies of the Product. If Evaluator has not purchased a license to the Product as of the expiration of the Evaluation Period, the Product may cease to function, and Evaluator may lose access to data made with, or stored on, the Product.
TITLE. Title to the Product and all proprietary rights therein shall be and remain the sole and exclusive property of Cofio, its licensors and suppliers.
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Evaluator understands and agrees that the Product contains confidential and trade secret information of Cofio and its licensors and suppliers ("Confidential Information"), and may be the subject of one or more patents and/or patent applications, now or in the future. Evaluator agrees to maintain the Confidential Information in strict confidence. Evaluator shall ensure that no unauthorized persons shall have access to the Product. Evaluator further agrees that the terms of this paragraph shall continue in full force and effect irrespective of the expiration or termination of this Agreement. Confidential Information shall not include that information which (i) becomes part of the public domain through no breach by Evaluator; (ii) is independently developed by Evaluator; or (iii) is rightfully disclosed by a third party to Evaluator. The results of the Evaluation shall be considered Confidential Information of Cofio, and Evaluator agrees to keep such results confidential as provided in this Section.
NO WARRANTY. THE PRODUCT IS BEING SUPPLIED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. COFIO MAKES NO WARRANTIES REGARDING THE PRODUCT, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
EXCLUSION OF DAMAGES. IN NO EVENT WILL COFIO BE LIABLE TO EVALUATOR OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM THIS AGREEMENT OR THE USE OF THE PRODUCT, WHETHER RESULTING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
MISCELLANEOUS. Evaluator acknowledges that a breach by it of this Agreement would cause irreparable harm to Cofio for which a remedy at law would be inadequate. Accordingly, Evaluator agrees that, in the event of such a breach, Cofio shall be entitled to injunctive relief against the same, without being required to post a bond, in addition to all other remedies that may then be available. Customer agrees to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any technical data or any direct product thereof in violation of any such restrictions, laws or regulations. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to conflict of law rules. The United Nations Convention on Contracts for the Sale of Goods shall not govern this Agreement and is expressly excluded form this Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any and all written or oral agreements previously existing between the parties with respect to such subject matter. Any modifications of this Agreement must be in writing. Licensee will have no right to assign this Agreement, in whole or in part, without Cofio's prior written consent. Any attempt to assign this Agreement, without such consent, will be null and void. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts situated in Washington County, Oregon and the parties hereby consent to the personal jurisdiction and venue therein. If for any reason any provision of this Agreement is held to be invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
BY DOWNLOADING THE PRDUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THE PRODUCT AND THE ACCOMPANYING DOCUMENTATION ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED USE, REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.