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CENTURY SOFTWARE, INC.
EVALUATION SOFTWARE LICENSE AGREEMENT
RESTRICTED RIGHTS LEGEND
All use, duplication, or disclosure whatsoever by the Government shall be expressly subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 52.227-7013.
PLEASE READ THIS LICENSE AGREEMENT
By installing, evaluating, or using this software on a computer system, you accept this license agreement. If you do not agree to abide by the terms of this license agreement, do not install, evaluate, or use this software.
SECTION 1 - DEFINITIONS
1.1 "Century" means Century Software Inc., 5284 South Commerce Drive, Suite C-134, Salt Lake City, Utah 84107. Phone (801)268-3088 Fax (801)268-2772 http://embedded.centurysoftware.com
1.2 "Licensee" means the individual or the business entity to whom this Software is licensed.
1.3 "Computer" is the computer system or single board computer, with or without hard disk storage, on which the Licensee is licensed to install, evaluate, or use the Software.
1.4 "Software" is the set of copyrighted, object-code computer programs provided in the referenced Image.
1.5 "Documentation" means Century's published software manual(s) and any other written, printed, or electronic material provided by Century with the Software.
1.6 "License" means the License purchased and granted pursuant to Paragraph 2.1.
1.7 "Derivative" means any computer program code which may be developed that is derived from or contains any part of the Software.
1.8 "Image" means the system image, download file, or other stored binary object-code computer programs supplied under this Agreement. The Image may be obtained via Internet download, email, hard disk, CD, or physical media.
SECTION 2 - LICENSE AND PROTECTION OF SOFTWARE
2.1 License Grant: Century grants to Licensee and Licensee accepts, a nonexclusive, nontransferable license to install and use for evaluation purposes only the Software on Computer systems. The Software is provided for evaluation use only and is not licensed for production, commercial use, resale or distribution. The Software may not be redistributed by Licensee in any form whatsoever. Commercial, production, redistribution or non-evaluation use requires a separate license from Century. Century may terminate this License at any time by notice to Licensee, should Licensee breach this Agreement. Century reserves all rights not expressly granted in this License.
2.2 Protection of Software: Licensee agrees to take all reasonable steps to protect Century's Software from unauthorized copying or use. Licensee agrees to acquire a commercial use license from Century if Licensee uses the Software in any way beyond the scope of this License. Licensee agrees not to disassemble, decompile, or otherwise reverse engineer the Software. Licensee agrees either to destroy or return the original and all other copies of the Software to Century upon termination of this License.
2.3 Copies: Licensee shall not copy the Software except as necessary to evaluate the Software on the licensed Computer(s) or to back up such licensed use. All trademark and copyright notices must be faithfully reproduced and included on such copies. Licensee may not copy the Documentation.
2.4 Ownership: Ownership of, and title to, the Software and Documentation and all copies thereof (including copies provided with this Agreement and copies under Paragraph 2.3) shall be held by Century or the respective copyright holders. Copies are loaned to Licensee to allow Licensee to exercise rights under the License.
2.5 Restrictions: Licensee shall not rent, lease, sublicense, distribute, transfer, network, reproduce, display, or timeshare this Software, except as expressly permitted by the Agreement or by Century in writing.
2.6 Transfer: Licensee may not transfer any copy of the Software to another person or entity outside Licensee's immediate organization, on either a permanent or temporary basis, unless Licensee obtains the prior written approval of Century. Approval will not unreasonably be withheld if Licensee advises Century in writing of the name and address of the proposed license transferee, and the transferee agrees to be bound by the terms of this Agreement. Century will provide an additional copy of this Agreement for this purpose upon request.
2.7 Derivatives: Should Licensee make any Derivative of the Software, title to the Derivative (including copyright, trade secrets and other intellectual property) and all copies thereof shall be deemed assigned to Century.
SECTION 3 - LIMITED WARRANTY AND LIMITED LIABILITY
3.1 Compatibility: The Software is only compatible with the computer systems identified for the downloaded or supplied Image. This Software is not compatible with or warranted for any other kind of computer, server, or operating system. Century does not warrant that the Software is compatible with any other computer programs.
3.2 Media and Documentation: Century warrants that if the provided media (e.g., compact disk, magnetic diskettes, etc.) or Documentation are in a damaged or physically defective condition at the time that the Software is delivered, and if they are returned to Century, then Century will provide Licensee with replacements at no charge.
3.3 Software: Century provides no warranty that the evaluation Software conforms substantially to any specifications in the Documentation or any other specifications published by Century. Evaluation Software is provided free of charge and without warranty.
3.4 DISCLAIMER OF WARRANTIES: CENTURY MAKES NO WARRANTY, REPRESENTATION, OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. CENTURY DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, USAGE OF TRADE, TITLE, AND NONINFRINGEMENT. CENTURY DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT THE LICENSED SOFTWARE IS WITHOUT DEFECT OR ERROR, THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED. THE AGENTS, EMPLOYEES, DISTRIBUTORS, AND DEALERS OF CENTURY MAY NOT MODIFY THIS AGREEMENT OR MAKE ADDITIONAL WARRANTIES BINDING ON CENTURY.
3.5 LIMITATIONS ON LIABILITY: CENTURY'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE LICENSED SOFTWARE (REGARDLESS OF THE FORM OF ACTION OR CLAIM, E.G., CONTRACT, WARRANTY, TORT, COMPUTER MALPRACTICE, FRAUD, AND/OR OTHERWISE) IS LIMITED TO THE TOTAL OF ALL PAYMENTS RECEIVED BY CENTURY FROM LICENSEE UNDER THIS AGREEMENT. CENTURY SHALL NOT IN ANY CASE BE LIABLE FROM ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES EVEN IF CENTURY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CENTURY IS NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE LICENSED SOFTWARE, LOSS OF DATA, COSTS OF RECREATING LOST DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM, OR CLAIMS BY ANY PARTY OTHER THAN LICENSEE.
3.6 SOLE REMEDY AND ALLOCATION OF RISK: LICENSEE'S SOLE AND EXLUSIVE REMEDY IS SET FORTH IN THIS AGREEMENT. THIS AGREEMENT DEFINES A MUTUALLY AGREED-UPON ALLOCATION OF RISK AND CENTURY'S NO-FEE EVALUATION LICENSE FEE REFLECTS SUCH ALLOCATION OF RISK.
SECTION 4 - GENERAL CONDITIONS
4.1 Governing Law: This Agreement shall be governed by the laws of the State of Utah and the United States of America.
4.2 Entire Agreement: This Agreement sets forth the entire understanding and agreement between Century and Licensee and may be amended only in a writing signed by both parties.
4.3 Severability: If any provision in this Agreement is invalid or unenforceable, such provision shall be construed, limited, or if necessary, severed to the extent necessary to eliminate the invalidity or unenforceability, and the other provisions of the Agreement shall remain unaffected.
4.4 Export Act: Licensee hereby warrants and certifies that no Licensed Software or any related item or product will be made available or exported to any country in contravention of any law of the United States, including the Export Administration Act of 1979 and regulations relating thereto.
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