This Trial Use Agreement (“Agreement”) sets forth the terms and conditions under which Farnam Hall Ventures, LLC (“Farnam”) will provide access to the user (“Licensee”) of Farnam’s jOVAL, jovaldi and XPERT (“Software”) for use as described here. Licensee cannot use the Software until Licensee has carefully read and agreed to this Agreement by clicking “I Accept”. If Licensee disagrees with the terms and conditions of this Agreement, Licensee cannot use the Software. Furthermore by accessing, loading, or otherwise using the Software, which may include related materials and documentation, or any portion thereof, Licensee agrees to be bound by all of the terms of this Agreement.
1.1 Farnam hereby grants to Licensee a nonexclusive and nontransferable right and license to test and evaluate one the Software, strictly in accordance with the terms and conditions of this Agreement.
1.2 Licensee may only use the Software for its own internal purposes so that Licensee may evaluate the use of the Software for Licensee’s requirements. Licensee may not use the Software for any commercial benefit or purpose.
1.3 This Agreement shall remain in effect for thirty (30) days from delivery of the Software (the “Evaluation Period”).
2.1 Licensee shall not sell, lease, license, assign, transfer, or disclose the Software to any third party and shall not copy, reproduce or distribute the Software in whole or in part to any third party. Licensee shall take every reasonable precaution to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Software.
2.2 Licensee agrees to limit access to the Software to only those Licensee employees for purposes of allowing such employee to evaluate and test the Software. Licensee shall advise such employee of the restrictions contained in this Agreement regarding the use of the Software, and the requirements of this Section 2. Licensee agrees to provide Farnam with the name of such employees upon request.
2.3 Licensee shall not reverse engineer the Software, or disassemble, decompile, or otherwise apply any procedure or process to the Software in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Software or any algorithm, process, procedure or trade secret information contained in the Software.
2.4 Licensee acknowledges that Farnam shall have the right to take all reasonable steps to protect its Software, including, but not limited to injunctive relief and any other remedies as may be available at law or in equity in the event Licensee does not fulfill its obligations under this Section 2.
2.5 The obligations set forth in this Section shall survive termination or expiration of this Agreement.
3.1 Nothing in this Agreement shall be construed to convey any title or ownership rights to the Software to Licensee and title to the Software shall remain with Farnam.
3.2 At Licensee’s discretion, Licensee may provide feedback to Farnam concerning the functionality and performance of the Software, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). If Licensee, through its evaluation or otherwise, suggests any Feedback, Licensee hereby grants and agrees to grant to Farnam at no charge a perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.
4.1 Licensee acknowledges that the Software is being provided without warranty in its current “AS IS” condition for evaluation and testing purposes only. FARNAM MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.1 LICENSEE AGREES THAT FARNAM SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES, WHATSOEVER, ARISING OUT OF THE USE OF THE SOFTWARE, EVEN IF FARNAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.1 This Agreement shall terminate upon expiration of the Evaluation Period. Farnam may terminate this Agreement earlier however, if Licensee fails to perform any obligation required to be performed by it hereunder, upon giving Licensee written notice thereof.
6.2 Upon expiration or termination of this Agreement, Licensee shall immediately discontinue use of the Software and purge all copies of the Software from Licensee’s system(s); and, upon request, provide Licensor a certificate, signed by an authorized representative of Licensee, attesting to the foregoing discontinuance and purging of all copies of the Software.
7.1 This Agreement constitutes the sole and exclusive statement of the terms and conditions governing Licensee’s evaluation of the Software.
7.2 Licensee shall comply with all then current export and import laws and regulations of the United States and such other governments as are applicable when distributing the Software. Licensee hereby certifies that it will not directly or indirectly, export, re-export, or transship the Software or related information, media, or products in violation of United States laws and regulations.
7.3 This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions of any state or jurisdiction. Any action arising out of this Agreement shall be brought in the state or federal courts located in Delaware and each party hereby consents to the exclusive jurisdiction of such courts. This Agreement shall not be amended except in writing, signed by an authorized representative of both parties.
Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
Software contains third-party software whose use is governed by separate license agreements (download), which are included in the download packages. By downloading a copy of the Software, you agree to read and abide by the terms of those license agreements. Some of those agreements require us to offer to provide you with the source code of the embedded software packages. Copies of all third-party software dependencies are hosted at Github. If you need assistance in obtaining any source code, please contact us with your inquiry.