Beta Testing License Agreement for SIMA
Neuone, LLC. ("Neuone") LICENSES THIS SOFTWARE PRODUCT TO YOU SUBJECT TO THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THIS "AGREEMENT" or "EULA"). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING, COPYING AND USING THIS COMPUTER SOFTWARE (THE "SOFTWARE") AND THE ACCOMPANYING DOCUMENTATION (THE "DOCUMENTATION"). THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS EULA, NOT SOLD TO YOU. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT INSTALL, COPY OR USE THE SOFTWARE AND YOU SHOULD RETURN THE INSTALLATION PACKAGE TO NEUONE IMMEDIATELY.THIS EULA IS A LEGAL AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY AND NEUONE. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH NEUONE RELATING TO THE SOFTWARE.
Assent to Be Bound
By clicking the "I accept the terms..." checkbox on the beta tester page, by executing a written copy of this Agreement, or by installing, copying or otherwise using this Software, you agree to be bound by the terms of this Agreement. If you do not agree with any term or condition, do not download, order, open, install or use the Software or product package. Contact Neuone to arrange the return of the Software and accompanying materials to Neuone at no charge to you.
THE BETA SOFTWARE LICENSED HEREUNDER IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS. THE BETA SOFTWARE IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN CONNECTION WITH MISSION CRITICAL, HAZARDOUS OR "HIGH RISK" ACTIVITIES NOR WITH APPLICATIONS THAT REQUIRE FAIL-SAFE PERFORMANCE (TOGETHER, "HIGH RISK ACTIVITIES”). HIGH RISK ACTIVITIES INCLUDE BUT ARE NOT LIMITED TO ACTIVITIES OR APPLICATIONS RELATING TO THE OPERATION OF NUCLEAR FACILITIES, AIR TRAFFIC CONTROL, AEROSPACE OPERATIONS, OR DIRECT LIFE SUPPORT MACHINES, AND ANY OTHER ACTIVITIES OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. NEUONE DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF FITNESS FOR HIGH RISK ACTIVITIES, AND YOU AGREE THAT NEUONE WILL HAVE NO LIABILITY OR RESPONSIBILITY RELATING TO USE OR OPERATION OF THE SOFTWARE IN CONNECTION WITH HIGH RISK ACTIVITIES.
You agree that, unless otherwise specifically provided herein or agreed by Neuone in writing, the Software and the Documentation, including the design, structure or other characteristics of individual program(s), Software performance (including information regarding any study, review or benchmark tests), potential shipment or release dates, all other information about the Software (including errors and “Feedback”, as defined below), and the terms of this Agreement constitute trade secrets and/or confidential proprietary information of Neuone. You shall permit only authorized users, who possess rightfully obtained license keys, to use the Software or to view the Documentation. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Neuone. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Software provided to you by Neuone. You will use your best efforts to cooperate with and assist Neuone in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.
It is expressly understood, acknowledged and agreed that you shall, regardless of whether or not formally requested, provide to Neuone reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability, bug reports and test results, with respect to Software testing (collectively, "Feedback"). You agree that the contents of all Feedback (whether written or oral) to Neuone and any other materials, information, ideas, processes, methods, concepts, and know-how provided by you (including corrections to problems in the Beta Software and documentation) become the property of Neuone. Neuone may use or exploit Feedback without any accounting or payment to you. Except as may be otherwise provided in writing, under no circumstances will Neuone become liable for any payment to you for any information that you provide, whether concerning the Beta Software or otherwise. Further, you warrant that your Feedback is not subject to any license terms that would purport to require Neuone to comply with any additional obligations with respect to any Neuone Products that incorporate any Feedback.
The Software may be configured to periodically check your computers or system for, and report back to Neuone without additional notice, non-personal technical information relating to your use of the Software, such as the frequency of the use of the Software and/or certain of its features, Software configuration settings and information on computer errors occurring during use of the Software. Such configuration may include functionality that allows for the transmission of data about the computers or systems to Neuone (for instance the version of operating system in use or details of other programs that you may be running) to enable Neuone to better understand why bugs may occur and to enable Neuone to improve the Software. The Software may contain a specific identification number for the purpose of tracking the number of unique instances of such Software being used by you. This functionality may continue to function post-termination, but can be disabled by uninstalling the Software; you consent to any such continuing operation.
The Software may contain an “Automatic Update” feature that may gather information from your computer in connection with its updating functionality, and, if so, you consent to its use. This functionality may continue to function post-termination, but can be disabled by uninstalling the Beta Software; you consent to any such continuing operation.
Grant of License
Subject to the terms and conditions of this Agreement, Neuone hereby grants to you a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Software in accordance with the Documentation solely for purposes of internal testing and evaluation, and (ii) to copy Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.
Restrictions on Grant
Except as otherwise specifically permitted in this Agreement, you may not: (a) modify or create any derivative works of any Software or documentation, including translation or localization; (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) copy the Software except as provided in this Agreement or elsewhere by Neuone; (c) separate Software, which is licensed as a single product, into its component parts. (d) sublicense or permit simultaneous use of the Software by more than one user; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product the Software (except to the extent applicable laws specifically prohibit such restriction); (f) redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. You may NOT transfer the Software under any circumstances; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (h) publish any results of benchmark tests run on any Software to a third party without Neuone’s prior written consent; or (i) use any Software on a system with more CPUs than the number licensed, by more users than have been licensed, on more computers or computing devices than the number licensed, or by more developers than the number licensed, as applicable.
Beta-Software Product Support
Neuone is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the Software will be corrected.
Ownership and Copyright of Software
Title to the Software, Documentation, and all copies of either, thereof, remain with Neuone and/or or its suppliers. The Software and Documentation is copyrighted and is protected by United States copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software or Documentation. Licensee agrees to prevent any unauthorized copying of the Software or Documentation. Except as expressly provided herein, Neuone does not grant any express or implied right to you under Neuone patents, copyrights, trademarks, or trade secret information.
Term Of This Agreement
Your rights with respect to the Software will terminate upon the earlier of (a) the initial commercial release by Neuone of a generally available version of the Software or (b) six months after the last date you receive the Software or any update thereto. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using, and will return to Neuone (or, at Neuone' request, destroy), the Software, Documentation, and all other tangible items in your possession or control that are proprietary to or contain Confidential Information.
The following provisions shall continue in full force and effect even after termination of this Agreement as applicable: Beta Disclaimer, Confidentiality, Feedback, Automated Reporting, Updating, Restrictions on Grant, Ownership and Copyright of Software, Term of This Agreement, General Disclaimer, Limitation of Liability and General Provisions, together with any provisions of this Agreement that recite that they survive termination.
THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS", AND NEUONE DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, NEUONE EXPRESSLY DOES NOT WARRANTS THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.
Limitation of Liability
Provision of any Software under this Agreement is experimental and shall not create any obligation for Neuone to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to Licensee or to any other party. NEUONE CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR INSTALLATION OR USE OF THE SOFTWARE AND DOCUMENTATION SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES PAID TO NEUONE BY YOU UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL NEUONE BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF NEUONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
General Provisions United States Government Restricted Rights
TThe Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.
Governing Law and Choice of Forum
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this EULA shall be resolved in the federal or state courts situated within the state of Texas. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.
You acknowledge that Software is of U. S. origin. Recipient agrees to comply with all applicable international and national laws that apply to the Software, including the U. S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
Agency/Joint Venture: No agency, partnership, joint venture, or other joint relationship is created by this Agreement.
Notice to Parties: Notice may be given at the addresses stated in this Agreement or to such other addresses as to which a party has given written notice.
This Agreement constitutes the complete and exclusive agreement between you and Neuone with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by you and an authorized representative of Neuone.
Copyright (C) 2015 Neuone, LLC. All rights reserved.