Tuxera Software Evaluation Agreement
1. Subject of the Agreement
Subject to the acceptance of this Evaluation Agreement, Tuxera Inc. (“Tuxera”) provides you or the company you represent (“Licensee”) the AllConnect software package, comprising of all the software modules, API documentation, user manuals and other deliverables included in this website (”Software”).The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Tuxera retains all rights not expressly granted. No title, property rights or copyright in the Software or in any modifications to the Software shall pass to the Licensee under any circumstances. The Licensee must protect the Software like any other copyrighted material ensuring that anyone with access to the Software refrains from unauthorized reproduction, use or disclosure. To the extent permitted by applicable laws, the Licensee may not reverse engineer, decompile, or disassemble the Software.Software contains components that were created by third parties that are governed by third-party licenses. Each of the third-party licenses applies only to portions of the Software and none of the third-party licenses applies to the Software as a whole, even when it uses terms such as “product”, “program”, or any other equivalent terms/phrases.
2. License Grant
Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Tuxera hereby grants to the Licensee and its affiliates a limited, non-transferable, non-assignable, non-sublicensable, non-exclusive, worldwide license to make internal copies of, execute, install and use the Software solely for internal testing and evaluation purposes. For the sake of clarity, Licensee acknowledges and agrees that Licensee does not have any rights to distribute, transmit, sublicense, transfer, assign, offer for sale, or otherwise commercialize any products containing the Software pursuant to the terms and conditions of this Agreement.
There are no fees payable for the performance and delivery of the obligations set out in this Agreement.
This Agreement and the related user account is valid for ninety (90) days from its effective date unless terminated earlier or extended with the mutual agreement of the parties.
This Agreement is automatically terminated if Tuxera and the Licensee proceed from evaluation phase into signing a continuation integration project or production license agreement.
This Agreement is subject to termination by Tuxera at any time if (a) the Licensee violates any of the terms of this Agreement and fails to cure such violation within thirty (30) days following receipt of notice thereof, or (b) the Licensee becomes insolvent, declares bankruptcy or a receiver or trustee is appointed for Licensee. The Licensee shall have the right to terminate this Agreement at any time upon thirty (30) days prior written notice to Tuxera. Upon termination of this Agreement for any reason, Licensee shall immediately cease using the Software and return any copies of the Software to Tuxera or certify to Tuxera that it has destroyed all copies of the Software.
The terms of this Agreement are confidential and are not to be disclosed to third parties. The user account details (username and password) provided by Tuxera and used by Licensee may be given only to authorised persons of the Licensee.
6. No warranty
THE SOFTWARE IS LICENSED FOR LICENSEE’S USE “AS IS” AND TUXERA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. TUXERA DOES NOT REPRESENT OR WARRANT THAT THE LICENSED MATERIALS WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE CONTAINED THEREIN OR RESULTING THEREFROM WILL BE UNINTERRUPTED OR ERROR-FREE. NO INFORMATION OR ADVICE GIVEN BY TUXERA, ITS REPRESENTATIVES, AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
To the full extent permitted by law Tuxera excludes any and all liability in respect of loss or damage, whether personal (including death or illness) or of property and whether direct, consequential or special (including consequential financial loss or damage) of the Licensee, its officers, agents and employees or any third party however caused, which may be suffered or incurred or which may arise directly or indirectly out of the Licensee's use or inability to use the Software or the failure or omission on the part of Tuxera to comply with the conditions of this Agreement.
8. Other terms
By clicking “I agree to the terms and conditions”, you agree to be bound by the terms of this Agreement and you acknowledge that any party you represent will also be bound by the terms of this Agreement. This Agreement comprises the entire agreement between the parties regarding the subject matter of the Agreement and supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of the Agreement. All notices permitted or required under this Agreement, and all changes to this Agreement shall be in writing. Electronic delivery via email is accepted. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. Such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable laws. You, as the signatory of this Agreement, hereby warrant and confirm that you are an authorized representative of the Licensee.
9. Governing Laws and Disputes
This Agreement is governed by the laws of Finland.