SOFTWARE EVALUATION LICENSE AGREEMENT
This Software Evaluation License Agreement (the “Agreement”), is made effective as of the current date, by and between Financial Technology Laboratories, Inc. (“FTL”) and entity identified by Company Name in the FISA evaluation request submission form (“Licensee”). This Agreement sets forth terms and conditions applicable to Licensee’s use of the Software.
1. LICENSE. The Software is licensed, not sold, to Licensee for evaluation purposes. The term “Software” means the software components identified in this section and shall also include any future trial versions and updates of the Software licensed to Licensee by FTL, associated documentation, derived output, and related information identified by FTL as one or more of the Fixed Income Security Analytics (FISA) bond calculation components such as: GLOBAL-FISA-JAVA, GLOBAL-FISA-NET, GLOBAL-FISA-CPP, or GLOBAL-FISA-API.
Subject to the terms of this Agreement, FTL licenses the Software to licensee on a non-exclusive and limited basis to use the Software internally solely for evaluation purposes for the terms and under the conditions set forth in this Agreement. Licensee may not use the Software for any commercial, development or production purpose. Licensee may use the Software only in accordance with the uses permitted by this Agreement on computers located in the United States and its territories or any other country to which this Software is legally exported. The Software is “in use” on a computer when it is resident in memory (i.e., RAM) or when executable and other files are installed on the hard drive or other storage device of that computer. Although support or assistance may be offered, this license does not entitle Licensee to any support or telephone assistance.
2. RESTRICTIONS. Except as expressly permitted by this Agreement, Licensee hereby acknowledges and agrees that:
A. Licensee will not modify or translate the Software, except that Licensee may configure the Software using the menus, options and tools provided for such purposes and contained in the Software.
B. Licensee will not copy the Software except as permitted in the paragraph labeled COPYRIGHT.
C. Licensee will not in any way reverse engineer, disassemble or decompile the Software or any portion thereof except to the extent and for the express purposes authorized by applicable law notwithstanding this limitation.
D. Licensee will not transmit, or provide access to, the Software over a network except as required by the Software’s primary functions.
E. Licensee will not sublicense, assign, rent, sell, lease, distribute or otherwise transfer the Software or any of the rights granted by this Agreement. Licensee may, however, physically transfer the Software from one computer to another provided that Licensee does not retain any copies of the Software on the prior computer except as authorized in the permitted use table.
F. Licensee will not avoid, or attempt to avoid, any applicable time limitation or license key.
G. Licensee will not release the results of any performance, benchmark or functional evaluation of the Software to any third party without prior written approval of FTL for each such release.
H. Licensee will not use FTL’s name or refer to FTL directly or indirectly in any papers, articles, advertisements, sales presentations, news releases or releases to any third party without the prior written approval of FTL for each such use.
I. If Licensee wishes to develop an interface to the Software or merge the Software with any other software, Licensee shall inform FTL and FTL, at its option, and possibly for a fee, may provide you with information sufficient to enable interoperability between the Software and such other software or products.
3. NO USE FOR COMPETITIVE PRODUCTS. Licensee expressly affirms that Licensee is not currently and has no intention to use the Software to design, develop, refine, test, support, market, price, or in any other way contribute to work on any function or feature of a software product that is directly or indirectly competitive with the Software. Licensee will not adapt, analyze, or decompile the Software; extract or reveal its design, specifications, architecture, or methods of operation; or do anything with the Software or any output derived from the Software in any way to develop, validate, or refine a software product that is functionally equivalent to or a direct replacement for the Software. Any such action will be considered a material breach of this Agreement and Licensee shall be obligated to immediately return or destroy all Software in all forms and to immediately notify FTL in writing that such actions have been taken. Licensee acknowledges that use as described in this Section would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Licensee agrees that FTL will have the right to obtain immediate injunctive relief enjoining any breach of this Section, as well as the right to pursue any and all other rights and remedies available at law or equity for such a breach.
4. COPYRIGHT. The Software is copyrighted by FTL. Licensee must reproduce and include any copyright notices, trademarks or other proprietary legends of FTL on any copy of the Software made by Licensee. Licensee may not copy the Software except to provide a backup copy and to load the Software into the computer as part of executing the Software. Solely with respect to electronic documentation included with the Software, Licensee may make an unlimited number of copies (either in hardcopy or electronic form), provided that such copies shall be used only for internal purposes of testing and evaluation and are not re-published or distributed to any third party. Any and all other copies of the Software and/or the documentation made by Licensee are in violation of this Agreement. Licensee agrees not to remove any copyright notices, trademark notices, legends, logos or other notices of proprietary restrictions from the Software. Licensee must reproduce and include any such notices, legends and logos on all copies of the Software made by Licensee.
5. OWNERSHIP. Licensee agrees that FTL retains all right, title and interest in and to the Software and all copies at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. Licensee agrees that Licensee neither owns nor hereby acquires any claim or right of ownership to the Software or to any related patents, copyrights, trademarks or other intellectual property. Licensee agrees to use best efforts to prevent and protect the contents of the Software from unauthorized disclosure or use. FTL reserves all rights not expressly granted to licensee. Any content or information accessed through the Software is the property of the applicable content/information owner and may be protected by applicable copyright law. This Agreement gives Licensee no rights to such content or information.
6. TERM AND TERMINATION. The trial period described in this Agreement during which the Software may be evaluated by Licensee is the time period beginning on the effective date of this Agreement and ending sixty (60) days from the effective date of this Agreement. Licensee may request, and FTL may grant, an extension of the Agreement by providing the other party with written notice to that effect at any time prior to the end of the initial evaluation period. Licensee may terminate this Agreement at any time by destroying the Software and all copies thereof. If Licensee downloaded a trial version of the Software that is time-disabled or license key disabled, this Agreement will automatically terminate upon expiration of the applicable trial period. In addition, this Agreement will automatically terminate if Licensee fails to comply with its terms and conditions or upon written notice (which may be sent by e-mail) from FTL. Licensee agree that, upon such termination, Licensee will either destroy (or permanently erase) all copies of the Software, together with all copies, documentation, derived output, and any other materials Licensee has received from FTL in connection with the Software.
7. DISCLAIMER OF WARRANTY. BECAUSE THE SOFTWARE IS A TEST OR EVALUATION VERSION AND PROVIDED FREE OF CHARGE, THERE IS NO WARRANTY FOR THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EITHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. FTL DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE BEARS THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, LICENSEE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FTL OR A FTL AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. LICENSEE IS ADVISED TO VERIFY AND BACK UP ALL WORK AND TO NOT RELY ON THE SOFTWARE FOR ANY REASON. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE, AND LICENSEE MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY SHALL FTL, ITS DISTRIBUTORS AND SUPPLIERS, OR ANY OTHER PERSON WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY GENERAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR OTHER DAMAGES OF ANY CHARACTER ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, LOSS OF DATA, LOSS OF PROFITS, DATA OR OUTPUT FROM THE SOFTWARE BEING RENDERED INACCURATE, FAILURE OF THE SOFTWARE TO OPERATE WITH ANY OTHER PROGRAMS, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES OF WHATEVER NATURE, EVEN IF FTL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE AGREES THAT THIS LIMITATION OF LIABILITY IS REASONABLE GIVEN THAT THE SOFTWARE IS A TEST OR EVALUATION VERSION AND PROVIDED FREE OF CHARGE. SOME STATES/JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.
9. NO OBLIGATION. FTL is under no obligation to develop, maintain or market the Software. Future versions of the Software, if any, may not be compatible with the current evaluation or test release of the Software.
10. FEEDBACK. Any comments or materials sent to FTL including feedback data, such as questions, comments, suggestions, or the like regarding the Software (collectively “Feedback”), shall be deemed to be non-confidential. FTL shall have no obligation of any kind with respect to such Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute the Feedback to others without limitation. Further, FTL shall be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products incorporating such Feedback.
GENERAL. This Agreement is governed by the laws of the State of Arkansas, United States. In the event of any legal or equitable action arising under this Agreement, the venue for such action shall lie exclusively within either the state courts of Arkansas located in White County, Arkansas, or the United States District Court for the Eastern District of Arkansas, Little Rock Division, as the case may be, and the parties hereto do hereby specifically waive any other jurisdiction and venue. Licensee acknowledges that a violation of this Agreement may cause irreparable harm to FTL, and Licensee agrees that, in addition to any other remedies provided by law, FTL shall be entitled to seek injunctive relief against any such violation without having to post a bond. If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement. All terms of any purchase order or other ordering document submitted by Licensee shall be superseded by this Agreement. Should Licensee have any questions concerning this Agreement, Licensee may contact FTL by writing to Financial Technology Laboratories, Inc., 1560 W. Beebe Capps Expy, Suite C-125, Searcy, AR, USA. The product name for the Software is a trademark or registered trademark of FTL. All other trademarks displayed by the Software are the property of their respective owners.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first set forth above as a sealed instrument by and through their duly authorized representatives.