Software License Agreement

Software License Agreement
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WHEREAS, Informetric Systems Inc. (Informetric) designs, develops, and sells software programs “Software”, and WHEREAS, the individual accessing this web page (Licensee) intends to download, install and use the Software, and

WHEREAS, Derivative Work “Derivatives” shall mean a work which is based upon one or more preexisting works, such as a revision, enhancement, modification, translation, abridgement, condensation, expansion, or any other form in which such preexisting works may be recast, transformed, or adapted, and which, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute a copyright infringement. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a preexisting work.

WHEREAS, Intellectual Property shall mean the intangible legal rights or interests evidenced by or embodied in any idea, design, concept, technique, invention, discovery, or improvement, whether or not patentable, but including patents, patent applications, trade secrets, and know-how.

WHEREAS, for the purpose of this Agreement, Software includes any object code versions, source code files, configuration files, databases, report templates, script files, documentation, training materials or Derivatives of the Software.

NOW, THEREFORE, IN CONSIDERATION of the terms herein set forth, the Licensee agrees as follows:

LICENSE GRANT
Informetric hereby grants to Licensee a nonexclusive license to install and use the Software and associated documentation as provided herein. The License is granted for a period of sixty (60) days from the date of the download. The licensed Software is, and shall at all times remain, the property of Informetric and its licensor, and Licensee shall have no right, title, or interest therein, except as expressly set forth in this Agreement. The license is nontransferable without the express written consent of Informetric, except to a subsidiary, or parent company of Licensee, provided that Informetric is notified in writing of the transfer and the transferee accepts these terms and conditions.

RESTRICTIONS
Reproduction, disclosure, reverse engineering, disassembly, modification, use for any purpose other than described herein, and/or distribution by any means of the Software are prohibited, except as provided for in this Agreement or pursuant to a license from Informetric. Any attempt to transfer any of the rights or obligations hereunder is void. Licensee may not rent, lease, loan or resell the Software.

TREATMENT OF SOFTWARE
The Software may be installed on a single designated computer. A copy of the Software may be made solely for backup or archival purposes. Licensee shall protect the Software with the same degree of care as the receiving party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care.

WARRANTY
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. INFORMETRIC DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL INFORMETRIC BE LIABLE FOR ANY DAMAGES, INCLUDING LOST PROFITS OR DATA, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF INFORMETRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL INFORMETRIC’S LIABILITY FOR DAMAGES HEREUNDER EXCEED THE PRICE PAID FOR THE SOFTWARE.

CONFIDENTIALITY
The Software and accompanying material contain Intellectual Property, confidential information and trade secrets of Informetric. Confidential information and trades secrets include but are not limited to algorithms, object definitions and interfaces, storage techniques, database schema, scripts, report templates, stylesheets, user interface elements, documentation and training materials. Use, disclosure, or reproduction is prohibited without the prior express written permission of Informetric.

COPYRIGHT
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227.7013. All title and copyrights in and to the Software, the accompanying documentation, and any copies of the Software, are owned by Informetric.

EXPORT LAW ASSURANCES
None of the Software or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of ) Cuba, Iran, Iraq, Libya, North Korea, Rwanda, Sudan, Syria, or into any country to which the United States has embargoed goods, or (ii) to anyone on the U.S. Treasury Department’s List of Specially Designated Nationals or on the U.S. Commerce Department’s Table of Denial Orders.

TERM
This Agreement is effective until terminated. The License to use the Software on an evaluation basis is granted for a period of sixty (60) days from the date of download. Licensee may terminate it at any time by destroying and disposing of the Software together with all copies and Derivatives in any form. This Agreement will immediately and automatically terminate without notice in the event that the Licensee fails to comply with any term or condition of this Agreement. Licensee agrees upon termination to promptly destroy the Software together with all copies and merged portions in any form. The termination of this Agreement shall not terminate or abate the applicability of copyrights and Intellectual Property restrictions.

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