EVALUATION LICENSE AGREEMENT
This Evaluation License Agreement (“Agreement”) is made between Automated Architecture Inc. (“Licensor”), a Virginia corporation having an address at 1660 Parkcrest Cir #200 Reston VA 20190-4948 and You.
Carefully read all of the agreement's terms and conditions before proceeding.
By clicking on the "accept" button in response to the electronic license acceptance query or by otherwise exercising any rights provided below, you agree that you have read and understand this Agreement and are consenting to be bound by this Agreement.
If you do not agree to the terms of this Agreement, then do not use the Software (as defined below).
ARTICLE I - DEFINITIONS
1.1 “Software” means the accompanying software product offered by Licensor available under the name “Blue Ink.”
1.2 “You,” “you,” and “Licensee” means you. If the accompanying software is being used on behalf of a corporation or other legal entity, then the terms "You," “you,” and "Licensee" shall be understood to refer to such legal entity and you represent that you are acting on behalf of such legal entity and are authorized to accept these terms and conditions on its behalf.
1.3 “Trial Period” means thirty days from the date you first click the “accept” button or first exercise any of the rights granted herein.
1.4 “User Account” means the account created by you with Licensor in order to receive the Software from Licensor and which is accessed by a single username and password.
1.5 “Database Table” means a structured definition of columns into which rows of data may be placed that can be accessed by the Software.
1.6 “Database” means a collection of Database Tables that can be accessed via the Software.
ARTICLE II - LICENSE GRANT
2.1 Licensor hereby grants to you a nonexclusive license to use the Software for the Trial Period in accordance with the terms and conditions of this Agreement for evaluation purposes only. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e. RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer.
2.2 This license authorizes you to use the Software solely in accordance with this Agreement. You shall not sell, lease, assign, transfer, sublicense, disseminate, modify, translate, duplicate, reproduce or copy the Software (or permit any of the foregoing). You will not reverse assemble or reverse compile or otherwise attempt to create the source code from the Software.
ARTICLE III - REPRESENTATIONS AND WARRANTIES
3.1 You represent and warrant that you have created only one (1) User Account with Licensor and that this is the first time you have used the Software. You further acknowledge that the creation of multiple User Accounts in order to download multiple copies of the Software will be considered a material breach of the agreement.
3.2 You represent and warrant that you will not share your User Account with any other individual or corporation.
ARTICLE IV – OWNERSHIP AND INTELLECTUAL PROPERTY
4.1 You acknowledge that the Software, including the related documentation and any new releases, modifications and enhancements thereto, is owned by Licensor and is protected by United States copyright laws, patent laws, and/or international treaty provisions. Therefore, you may not make, use, copy, sell, offer for sale, import, or distribute the Software without authorization. This Agreement authorizes you to use the Software solely during the Trial Period for evaluation purposes and no other licenses are granted.
4.2 All code generated at any point by the Software or any products developed with the Software will be owned by you.
ARTICLE V - PAYMENT TERM
5.1 You may use the Software free-of-charge for the Trial Period only. If you continue to use the Software after the Trial Period, you will enter into the applicable End User License Agreement with Licensor that expressly allows for continued use of the Software and you shall pay all fees and charges specified in that agreement.
ARTICLE VI - TERM AND TERMINATION
6.1 You agree not to use the Software after the Trial Period with any Database unless you have entered into End User License Agreement for use with that database.
6.2 Licensor may immediately terminate this license upon notice if you materially breach any of the terms of this Agreement, and the breach is not cured within ten (10) days of notice to you of such breach. Upon termination of this Agreement, you shall immediately delete the Software from your computer equipment or storage device.
ARTICLE VII – DISCLAIMER OF WARRANTIES
7.1 Licensor does not guarantee service results or represent or warrant that the Software will be completely error free. The program is provided by Licensor "as is." Licensor hereby disclaims all warranties of any nature, express, implied or otherwise, or arising from trade or custom, including any implied warranties of merchantability, noninfringement or fitness for a particular purpose.
ARTICLE VIII – LIABILITY AND INDEMNIFICATION
8.1 You alone shall be responsible for the supervision, management and control of your use of the Software and related products and documentation. You hereby indemnify and hold harmless Licensor against any loss, liability, damages, costs or expenses suffered or incurred by Licensor at any time as a result, of any claim, action or proceeding arising out of or relating to your use, operation or implementation of the Software.
8.2 Licensor will not be responsible, and neither you nor any of your officers, directors, customers, agents or employees will have any recourse against Licensor, for any loss, liability, damages, costs or expenses which may be suffered or incurred at any time by any of them as a result of your reliance upon or use of the Software, or as a result of any claim, action or proceeding against any of them arising out of or relating to the use of the Software, or as a result of your defense of any such claim, action or proceeding.
8.3 Licensor will not be liable for damages of any kind, including general, direct, special, incidental, and consequential damages, resulting from or arising out of this agreement or your use of the Software.
ARTICLE IX – GOVERNING LAW AND JURISDICTION
9.1 This Agreement and any disputes arising hereunder shall be governed by the laws of the State of Virginia, without regard to conflicts of laws principles. Application to this Agreement of the Uniform Computer Information Transactions Act (Va. Code Ann. § § 59.1-501.1 - 59.1-509.2) and of the U.N. Convention on Contracts for the International Sale of Goods is expressly disclaimed.
9.2 Any disputes relating to this agreement will be resolved exclusively in the Courts of Virginia and you expressly agree to jurisdiction in the Courts of Virginia.
ARTICLE X – INTEGRATION
10.1 This Agreement contains the entire agreement between the parties. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.
ARTICLE XI – ASSIGNABILITY
11.1 Neither this Agreement nor the license granted hereby is assignable or otherwise transferable by Licensee without prior written consent of Licensor.
ARTICLE XIII – NOTICES
13.1 All notices shall be given electronically, with notices to you being sent to the electronic mail address which you furnish at the time you install the Software and notices to Licensor being sent to firstname.lastname@example.org.
ARTICLE XIV – EXPORT CONTROL
14.1 All obligations to furnish the Software under this Agreement are subject to U.S. Export Control Laws and Regulations. Licensee agrees to comply fully with all applicable laws and regulation. Licensee recognizes that any reexport of the Software or the export of the direct product of the Software may be subject to U.S. export control laws and regulations and agrees to comply with such laws and regulations prior to undertaking any such reexports or exports, to the extent, of course, such actions are expressly authorized under the terms of this Agreement. Licensee recognizes that its obligations to comply wit U.S. Export control laws and regulations survive the termination and expiration of the Agreement. Licensee further recognizes that U.S. export control laws and regulations are subject to change and agrees to comply with any such changes.
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