IMPORTANT – PLEASE READ CAREFULLY: THIS SOFTWARE EVALUATION AGREEMENT (THE “AGREEMENT”) CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU (AN INDIVIDUAL OR AN ENTITY) AND AUTISM TECHNOLOGIES, INC. (“LICENSOR”) AND APPLIES TO YOUR USE OF THE ASTRID SOFTWARE ACCOMPANYING THIS AGREEMENT (THE “SOFTWARE”).
BY CHECKING ON THE “I ACCEPT” BOX OR OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU AGREE AND ACKNOWLEDGE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE SOFTWARE. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOUR USE OF THE SOFTWARE IS SUBJECT TO YOUR HAVING THE AUTHORITY TO BIND SUCH CORPORATION OR ENTITY TO THIS AGREEMENT.
- EVALUATION PERIOD. This Agreement will begin on the first date of your use of the Software and continue in effect until terminated by Licensor (“Evaluation Period”), unless Licensor agrees in writing (including via email from an authorized executive) to fix the term of the Evaluation Period. Licensor may terminate this Agreement at any time in its discretion upon notice to you. This Agreement will automatically terminate without notice if you breach any provision of this Agreement. Upon the expiration or termination of this Agreement, you will (i) discontinue all use of the Software, (ii) uninstall and hard-delete all copies of the installed Software, including the installation package and all files of which the Software is comprised, and (iii) destroy or return to Licensor all copies of the Software and any other materials provided by Licensor to you. Sections 3 and 5 through 9 will survive termination or expiration of this Agreement.
- SOFTWARE LICENSE. Subject to the terms and conditions of this Agreement, Licensor hereby grants to you a non-exclusive, non-transferable, non-sublicenseable limited license to use the Software, in object code form, solely for evaluation during the Evaluation Period. You agree and acknowledge that your right to use the Software is limited to your own use. This license is for Software in binary, executable object code only, and no rights are granted to any underlying source code.
- OWNERSHIP. The Software is licensed for limited evaluation, not sold, to you. Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Software, including any improvements, modifications, and enhancements to it. You acknowledge that, as between Licensor and you, the Software and all intellectual property rights therein, including copyrights, patent rights, trade secret rights and trademark rights, are owned by Licensor. Licensor reserves all rights not expressly granted to you in this Agreement and no other rights or licenses are granted herein by implication, estoppel or otherwise.
- RESTRICTIONS. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to you. The licenses granted to you do not include and you will not: (a) modify, disassemble, decompile, reverse engineer, rent, lease, loan, transfer, or copy any file of which the Software is comprised, (b) use, disclose, provide, transfer or otherwise make available the Software, or any portion thereof, to any person other than persons within your corporation or entity, if applicable, without the prior written consent of Licensor, (c) attach a debugger to a running version of the Software, (d) remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded on or in any part of the Software, (e) disable or circumvent any license key or other security feature of the Software, (f) use the Software for any commercial purpose, or (g) cause or permit any third party to do any of the foregoing. You will be fully responsible for (i) the conduct of any of your employees or contractors, if applicable, that breach the terms of this Agreement, and (ii) any loss or unauthorized copies or use of the Software.
- FEEDBACK. You agree to provide to Licensor the results of the evaluation under this Agreement and any other feedback concerning the functionality and performance of the Software reasonably requested by Licensee, including identifying potential errors or deficiencies and improvements (“Feedback”). You acknowledge Licensor’s need to be able to freely use any Feedback about the Software provided by you and to own any improvements to the Software made by using or incorporating such Feedback (“Improvements”). Accordingly, you hereby assign to Licensor any rights you may have, including all intellectual property rights, in Feedback and Improvements and Licensor may exercise its ownership rights to such Feedback and Improvements and intellectual property rights subsisting therein without compensation, attribution or accounting. Without additional consideration, you agree to perform, at Licensor’s expense, all acts reasonably necessary to perfect such rights in Licensor.
- CONFIDENTIALITY. By accepting the Software, you acknowledge that you will have access to Licensor’s valuable information that is secret, confidential, and not generally known to the public. In order to protect these trade secrets and the proprietary know-how contained in the Software, you will maintain the confidentiality of and not disclose to any third party: (a) the terms of this Agreement, (b) all non-public information disclosed by Licensor to you under this Agreement, (c) the Software, its functional specifications, coding structures, API’s, technical specifications and accompanying documentation furnished by Licensor to you, and (d) all Feedback, Improvements, Software performance data and all other information and results obtained through evaluation of the Software.
- WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED “AS IS” FOR LIMITED EVALUATION ONLY, AND LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. LICENSOR SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF REMEDIES AND DAMAGES. IN NO EVENT SHALL LICENSOR OR ANY OF ITS AFFILIATES, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “AFFILIATES”) BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SOFTWARE OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- MISCELLANEOUS. This Agreement will be governed by the laws of the State of Delaware without reference to conflict of law principles. All disputes arising out of or related to it, will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action. You will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Licensor. You acknowledge that the Software has unusual and extraordinary value, and that the prospective breach of any provision of this Agreement by you may cause Licensor great and irreparable harm, for which remedies available at law may be inadequate. Licensor shall be entitled to seek equitable relief to protect its intellectual property rights that are the subject matter of this Agreement without prejudice as to other relief available at law.