ehCOS Suite© DEMO LICENSE
EVERIS grants the Licensee a free demonstration license for the Software, its components and any documentation included. The Software may only be used internally by Licensee's own personnel to test its suitability and asses the acquisition of a user license. The demonstration license is non-exclusive, limited, revocable, personal and non-transferable, for the duration and within the territory specified in the heading. Licensee may not use the Software for purposes other than mere testing, rent, loan, transfer, sublicense, lease or otherwise distribute or operate the Licensed Product to or for the benefit of any third party Unless otherwise indicated, any entity other than the Licensee is to be considered a third party under the terms of this agreement.
Licensee shall keep in strict confidentiality and shall not divulge to third parties, in whole or in part, the information, materials, codes, components, methodologies, know-how and other documentation received from EVERIS, in writing or verbally, irrespective of whether or not it is identified as "confidential", nor will it use or reproduce it, in whole or in part, without the prior and written authorization of EVERIS for purposes other than those provided for in this Agreement. Licensee shall take appropriate measures to comply with and require its employees to comply with these obligations, assuming any violations made by them as their own. The confidentiality obligation set forth herein will remain in effect upon termination of this Agreement for any reason.
- The Licensee undertakes not to incorporate real data into the Software. Should there be a breach of this obligation, Licensee shall be responsible for any type of claim or penalty that EVERIS must face due to its breach of the regulations regarding the protection of personal data.
- The Software license agreement does not imply, implicitly or explicitly, the assignment of any intellectual and industrial property rights the Software, which shall remain the exclusive property of EVERIS with the exceptions indicated below. This License authorizes Licensee to use the Software solely for internal demonstration purposes and permits its installation and execution for the maximum number of authorized workstations and users. Notwithstanding the foregoing, this License does not grant any rights, hence the Software may not be reproduced (not even a backup copy), distributed, sold, processed, published, publicly disclosed, rented, leased or transmitted to any person or entity, in whole or in part, in any form or by any means, whether mechanical, magnetic, photocopying or otherwise, without the prior written permission of EVERIS. Licensee undertakes to maintain unchanged copyright and proprietary mentions regarding the Software and its associated documentation. Likewise, Licensee shall not have access to the source code nor will attempt to circumvent the Software protection measure, disassemble, decompile or reverse engineer the Software without the prior written permission of EVERIS, unless permitted by applicable local law.
- The total or partial reproduction of the Software is forbidden, as well as any backup copies.
- This document does not imply, either expressly or implicitly, a license agreement for any new versions, updates, enhancements, etc. of the Software to be subsequently developed or incorporated as a standard ehCOS component.
- The Software uses open-source based third party components. Licensee may use said components solely in accordance with the applicable licenses, and not in accordance with the terms of this Agreement. Notifications of the required components, as well as their respective licenses are included in the third_party_software file for your information only. EVERIS does not grant any warranty and declines all responsibility for these components.
- In the event that Licensee is affected by any claim, either judicial or extrajudicial, for infringement of intellectual or industrial property rights in the use of the Software in accordance with the provisions of this Agreement, EVERIS shall defend the Licensee against such claim, provided that (a) Licensee immediately notifies EVERIS of the existence of the claim, (b) confers control over the judicial or extrajudicial defense of the claim, and (c) collaborates with EVERIS in said defense, to the extent of their possibilities.
In the event that, as a result of the claim described in the previous paragraph, a final ruling declares that the Software or any of its elements violate the rights of third parties, EVERIS may, at its expense and at no cost to Licensee, opt to a) replace the infringing Software with another one that does not incur the infringement, or b) obtain the necessary authorizations for Licensee to continue the use of the Software. In the event that none of these alternatives is feasible, EVERIS may require the Licensee to return the Software, refunding the monetary amount paid by the Licensee for the License and/or associated Services for said Software.
The above provisions apply to all cases excepting those in which the claim arises from misuse and/or manipulation of the Software by the Licensee and/or a third party, as well as by a breach on the part of the Licensee of the terms and conditions of this Agreement or of third-party component licenses. In these cases, EVERIS may claim the Licensee for any damages that their actions may have caused.
- EVERIS OFFERS NO EXPRESS OR IMPLIED WARRANTIES WITH REGARDS TO THE SOFTWARE, OR WITH REGARDS TO THIRD-PARTY OR FREE-SOFTWARE BASED COMPONENTS, NEITHER VERBAL NOR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF RIGHTS. IN PARTICULAR, EVERIS DOES NOT GUARANTEE THAT THE SOFTWARE WILL MEET THE LICENSEE'S NEEDS OR THAT ITS OPERATION WILL BE FREE OF ERRORS OR INTERRUPTIONS.
- The breach on the part of Licensee of the obligations arising from this Agreement will entitle EVERIS to revoke the License at any time, after giving Licensee a thirty (30) day notice. Likewise, any breach of the terms of this Agreement by Licensee shall entitle EVERIS to revocation of the License, with the Licensee's obligation to immediately return the Software as well as all material delivered under this License within a period of seven (7) days from the notification by EVERIS and, as the case may be, to indemnify EVERIS for all damages
- suffered during the revocation of the License.
The delay in the payment of the fee or the use of the Software that exceeds the number of authorized workstations or users will be equated with non-compliance. In this event, EVERIS may opt for the revocation of the License simply through due notification without prior notification of payment.
- EXCEPT IN THE CASE OF WILLFUL INTENT, EVERIS SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO THE LICENSEE. IN NO CASE SHALL EVERIS BE LIABLE FOR ANY DAMAGES SUFFERED BY LICENSEE DUE TO CAUSES BEYOND THE CONTROL OF EVERIS, OR TO THIRD PARTY OR FREE-SOFTWARE AND OPEN-SOURCE BASED COMPONENTS; OR FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, SUCH AS LOSS OF REVENUE, TRADE FUND, DATA OR LOSS OF PROFITS, EVEN IF LICENSEE HAS NOT BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AS WELL AS THIRD PARTY CLAIMS RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE.
- The termination of the Agreement will oblige Licensee, at its own expense and on its own behalf, to immediately cease to use ehCOS Software, to proceed to the immediate return of all copies of the software that are in his/her possession at that moment, and proceed to delete it from any hardware or support system. All materials that Licensee returns to EVERIS must be on its premises within THIRTY (30) calendar days following the date of termination of the Agreement, properly packed for safe transport. Likewise, Licensee is obliged to certify that the Software and Confidential Information in its possession has been returned and deleted in accordance with the previous paragraphs of this Article and, therefore, that it does not have a copy of all or part of the Software.
- The fact that EVERIS does not demand application of any of the provisions of this document shall in no case be considered a waiver of the rights derived from said provision.
- EVERIS may assign, delegate or subcontract, in whole or in part, this Agreement or the rights and obligations incurred, to any company in its business group.
15. - Invalidation of any of the provisions contained in this document will not imply the invalidation of the entire License.