EVALUATION LICENSE AGREEMENT
By clicking "accept" below I ("Licensee") (either individually or on behalf of the entity or company I represent) hereby accept the terms and conditions of this Evaluation License Agreement (the "Agreement") with Jacada Inc. ("Jacada") with respect to Jacada’s software product ("Software") which will be provided to Licensee for download.
- GRANT OF LICENSE. Jacada grants to Licensee and Licensee accepts, on the terms and conditions set forth herein, a nontransferable, nonexclusive license to use the Software for a period of up to 60 days from the download date (the "Term"), for the sole purpose of evaluating the Software to determine whether to enter into a commercial license therefor. Jacada retains all right, title and interest in the Software, except as specifically licensed hereunder.
- Restrictions on Use.The license granted is subject to the following restrictions:
- The Software may be used by Licensee for evaluation purposes only, and productive or commercial use is expressly prohibited. Licensee acknowledges that the Software may contain disabling devices which disable the Software after a period of time.
- The Software may be installed and used on a single CPU only.
- Licensee shall use the Software in its unaltered form only, and shall not modify, decompile, reverse engineer or disassemble the Software, nor create any derivative works therefrom.
- Licensee shall not rent, lease, sublicense, allow access to, or transfer the Software to any other party.
- Licensee will not export the Software.
- Proprietary Rights. The Software is copyrighted material under US laws and international treaty provisions, and contains trade secrets and confidential information of Jacada. No copies may be made of the Software or any part thereof.
- Protection of Software. Licensee acknowledges that Jacada represents that the Software and all copies of it are the exclusive property of Jacada. Licensee further acknowledges that Jacada represents that the Software, including the source and object codes, logic and structure, constitute valuable trade secrets of Jacada. Licensee further acknowledges that Jacada is engaged in activities which involve, and continue to involve, the use of skilled experts and the expenditure of substantial amounts of time and money. Except as expressly permitted herein, Licensee agrees to hold in confidence and not to directly or indirectly use, copy, reveal, report, publish, disclose, transfer or otherwise make available any part of the Software or trade secrets of Jacada to any third party on any basis, or utilize any of the trade secrets for any purpose not explicitly authorized by Jacada. Because of the unique nature of the trade secrets, Licensee understands and agrees that Jacada will suffer irreparable harm in the event that Licensee fails to comply with any of his obligations under this Agreement and that monetary damages may be inadequate to compensate Jacada for such breach. Accordingly, Licensee agrees that Jacada will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this Section.
- Government Rights. Use, duplication or disclosure by the US Government is subject to restrictions as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights provision at 48 CFR 52.227-19. Manufacturer is Jacada, Inc., 400 Perimeter Center Terrace, Suite 100, Atlanta, Georgia 30346.
- TERM AND TERMINATION. This Agreement is effective for the Term. Notwithstanding the foregoing, this Agreement shall terminate immediately upon notice from Jacada if Licensee breaches any of its terms. Upon termination Licensee shall immediately discontinue use of, and shall return, all copies of Software and shall delete the Software from its computer libraries.
- DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED TO LICENSEE AS IS AND WITHOUT ANY WARRANTY WHATSOEVER. JACADA HEREBY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED AND/OR STATUTORY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED AND/OR STATUTORY WARRANTIES ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, AND LICENSEE HEREBY WAIVES ALL RIGHTS, OBLIGATIONS AND/OR WARRANTIES AND ASSUMES ALL RISKS AND LIABILITIES IN RESPECT THEREOF. JACADA MAKES NO WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR WITHOUT INTERRUPTION.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL JACADA BE LIABLE FOR ANY DAMAGE, OR LOSS OF REVENUES, PROFITS OR GOODWILL OR OTHER DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT, OR RESULTING FROM THE SOFTWARE OR OTHER MATERIALS DELIVERED TO LICENSEE HEREUNDER, INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OF BUSINESS, , EVEN IF JACADA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding anything herein to the contrary, the maximum aggregate amount of money damages for which Jacada may be liable to Licensee under this Agreement, resulting from any cause or theory of law whatsoever, shall be limited to $10.00.
- Assignment. Neither this Agreement nor any rights hereunder shall be assignable or otherwise transferrable by Licensee by operation of law or otherwise, and any purported assignment or transfer shall be null and void.
- Severability. If any term or provision of this Agreement shall be found to be illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY OR LIMITED WARRANTY IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.
- Entire Agreement; Survival of Provisions. This Agreement constitutes the entire agreement between the parties concerning the Software and supersedes all prior agreements, written or verbal, between the parties. No purchase order or other document which purports to modify this Agreement shall add to or vary the terms and conditions of this Agreement unless executed by both Jacada and Licensee. The provisions of Sections 2.3, 2.4, 4, 5 and 6 shall survive any termination of expiration of this Agreement.
- Governing Law. The parties agree that this Agreement shall be governed and construed by the laws of Georgia USA.