LIMITED TERM EVALUATION COPY LICENSE AGREEMENT
By clicking the ”accept” option on the dialog box below I (“Licensee”) hereby accept without reservations the terms and conditions of this Limited Term Evaluation License Agreement (the "Agreement") with Jacada Inc. ("Jacada") with respect to the executable code form of Jacada’s software product (“Software”) which will be provided for download by or access by Licensee following acceptance of this Agreement.
1. GRANT OF LICENSE. Jacada grants to Licensee and Licensee accepts, on the terms and conditions set forth herein a nontransferable, nonexclusive limited license and right to use the Jacada Interaction Suite ("Software") (composed on the Jacada Interaction Designer and Jacada Interaction Server) for a period of 90 days from the download date of the Jacada Interaction Designer, for the limited purpose of internal evaluation by Licensee as specified herein.
2.1. Jacada Interaction Designer is provided for download and may only be used in a premise model (Licensee may not run or use the Jacada Interaction Designer through a portal or website and may not host or permit hosting of the Jacada Interaction Designer in any fashion (multi-tenant, single-tenant, etc.)). The Jacada Interaction Server is provided for use in a hosted model on a public cloud. Such products may only be used in conjunction with the Jacada Mobile Agent application (which is available for download via the Itunes Store or the Google Market Place, and is governed by terms and conditions applicable to each such application).
2.2 Restrictions on Use. The license granted by Jacada to Licensee to use the Software is subject to the following restrictions:
(i) The Software may be used by Licensee for evaluation purposes only, and productive use of the Software is expressly prohibited. Licensee acknowledges that the Software may contain disabling devices which disable the Software after some period of time.
(ii) Licensee shall use the Software only in its original forms, and shall not modify, reverse compile, reverse engineer, disassemble, or translate the Software, nor shall Licensee create any derivative works or otherwise use the Software except as specifically permitted in this Agreement.
(iii) Licensee shall not rent, lease, sublicense, allow access to, or transfer the Software to any other party, by operation of law or otherwise.
(iv) Licensee will not export or re-export the Software.
(v) The Software may only be used for individual prototyping and excessive use is expressly prohibited.
(vi) The Software may not be used for any illegal, or offensive purpose.
2.3 Proprietary Rights. The Software is copyrighted material under US laws and international treaty provisions. Notwithstanding the copyright, the Software contains trade secrets and confidential information of Jacada. No copies may be made of the Software or any part thereof.
2.4 Protection of Software. Licensee acknowledges that Jacada represents that the Software and all copies of it, regardless of the form or media in which the original or copies may exist, are the sole and 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 at any time whatsoever. Licensee agrees to secure and protect the Software consistent with the maintenance of Jacada's rights in the Software, as set forth herein. Licensee further acknowledges that disclosure of the trade secrets, including the Software, contrary to the terms set forth herein, would cause substantial loss of competitive advantage and other serious injury to Jacada. By accepting this License, Licensee does not become the owner of the Software; Jacada retains all right, title and interest in and to the Software. 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.
2.5 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, Jacada, Inc., 5901 Peachtree Dunwoody Rd, Building B, Suite 550, Atlanta GA 30328.
2.6 Survival of Section. This section shall survive any termination of this Agreement.
3. TERM AND TERMINATION. This Agreement is effective from the date on which Licensee download the Software and shall remain in effect for 90 days thereafter. 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 return all complete or partial copies of Software, in whatever form or media, and shall delete the Software from its computer libraries.
4. DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED TO LICENSEE AS IS AND WITHOUT ANY WARRANTY WHATSOEVER. JACADA HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS 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 OTHER 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. JACADA FURTHER MAKES NO WARRANTY WITH RESPECT TO THE SECURITY PROCESS AND STANDARDS USED TO PROTECT INFORMATION PROVIDED BY LICENSEE WHILE USING THE JACADA INTERACTION SERVER.
5. LIMITATION OF LIABILITY. IN NO EVENT SHALL JACADA BE LIABLE FOR ANY LOSS OF OR DAMAGE TO 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 FURNISHING, PERFORMANCE, OR USE OR LOSS OF ANY SOFTWARE OR OTHER MATERIALS DELIVERED TO LICENSEE HEREUNDER, INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT OR BREACH OF WARRANTY OR OTHERWISE, 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 whatsoever, shall be limited to $10.00.
6.1 Assignment. Neither this Agreement nor any rights hereunder, in whole or in part, 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.
6.2 Severability. If any term or provision of this Agreement shall be found to be illegal or unenforceable, then, notwithstanding, 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.
6.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the Software and supersedes all prior agreements, whether written or verbal, between the parties. No purchase order, other ordering document or any other document which purports to modify or supplement this Agreement shall add to or vary the terms and conditions of this Agreement unless executed by both Jacada and Licensee.
6.4 Governing Law. The parties agree that this Agreement shall be governed and construed by the laws of Georgia USA.