TRIAL LICENSE AGREEMENT AND LIMITED WARRANTY |
BY CONTINUING PAST THIS SCREEN OR BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING STRATEGY ROUNDTABLE™ DESKTOP PROFESSIONAL ("SOFTWARE"), YOU ACCEPT THIS TRIAL LICENSE AGREEMENT AND LIMITED WARRANTY AND YOU AGREE TO BE BOUND BY THESE TERMS.
GRANT AND FEE. The Software is owned by Gryphon Systems, Inc. ("Gryphon") and is licensed to you for your limited, trial use only on the terms set forth in this Trial License Agreement. By agreeing to this Trial License Agreement, you have the right to use the Software on one single computer at a time and only for your own use for a forty-five (45) day period only. This is a non-exclusive, non-transferrable limited trial license for use by a single user on one personal computer. You may not otherwise sell, transfer, sublicense, copy or assign to another, the use of the Software. You may not distribute copies of the Software or use it after the forty-five (45) day period. This trial license to used the Software is for one person at one time on one computer, for forty-five (45) days, you may not use the Software over a network or transfer it electronically.
PURPOSE. This Trial License is to give you the opportunity to evaluate the Software in order for you to determine whether or not to license one or more Strategy Roundtable™, Enterprise multi-user servers and at least ten (10) Strategy Roundtable™ Enterprise clients; or to license one (1) or more copies of Strategy Roundtable™ Desktop (Professional or Strategy edition); or enter into a reseller, partnership or other strategic relationship with Gryphon. THIS TRIAL LICENSE DOES NOT, UNDER ANY CIRCUMSTANCES, AUTHORIZE YOU TO USE THE TRIAL SOFTWARE IN CONJUNCTION WITH A CONSULTING ASSIGNMENT OR ENGAGEMENT.
COPYRIGHT AND TITLE. The Software is copyrighted, contains valuable trade secrets and at all time shall remain the exclusive property and under the ownership of Gryphon except for your right to use the Software for the forty-five (45) day period and as described in this Trial License Agreement. You shall not disassemble, alter, change, exchange, make derivatives of or "reverse engineer" or modify the Software for any reason. You shall not remove or obscure all or any part of Gryphon's copyright notice on the Software and you shall include Gryphon's complete copyright notice on your one permitted backup copy. At no time shall you have any ownership, copyright, title or other rights to the Software or any part of the Software except the right to use the Software in accordance with the provisions of this Trial License Agreement.
COPIES. You shall have the right to make one (1) backup copy of the Software to be used by you only for recovery in the event of system failure. You must reproduce and include the copyright notice on the backup copy. Other than as permitted for the backup copy, no part of the Software may be copied or distributed, transmitted, transcribed, stored in a retrieval system, or translated into any human or computer language, in any form or medium, by any means electronic, mechanical, magnetic, manual or otherwise, or disclosed to third parties without the express written permission of Gryphon.
TRADE SECRETS. You may have access to and become acquainted with various formulae, patterns, devices, inventions, processes, algorithms, compilations of information, codes, records and specifications, including but not limited to the specific design and structure of the Software, its individual programs and their interaction, and the unique programming techniques employed therein (collectively "Trade Secrets") which are owned by Gryphon. You shall not use or disclose, directly or indirectly, any Trade Secrets, and you shall implement employee policies and procedures to assure complete confidentiality to protect the Trade Secrets and the Software.
NO TRANSFER. Neither a transfer of this Trial License Agreement nor the Software is permitted under this Trial License Agreement. If two different people in two different places use the Software at the same time, this Trial License Agreement has been violated. You cannot transfer your Software to another party under this Trial License Agreement. Any attempt to transfer in violation of the terms of this Trial License Agreement shall be null and void and of no effect.
TERMINATION. This Trial License Agreement shall terminate forty-five (45) days from the date hereof unless extended by the express written consent of Gryphon after the receipt of a written request from you for such extension and the reason therefore. The trial license to use the Software shall immediately terminate if you fail to comply with any term or condition of this Trial License Agreement. Upon termination of this Trial License Agreement, the trial license to use the Software shall be immediately revoked, and shall be null and void and of no effect. Upon termination, you shall immediately destroy the Software, the backup copy of the Software and any and all hard copy outputs or any other copies electronic or otherwise of the outputs obtained via use of the Software. In the event that you enter into a License Agreement with Gryphon for Strategy Roundtable™ Enterprise, retention of outputs may be permitted in accordance with such License Agreement. Upon termination of this Trial License Agreement, you shall remain bound by all provisions of this Trial License Agreement.
WARRANTY. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED "AS IS". GRYPHON GRANTS NO WARRANTIES, EITHER EXPRESSED OR IMPLIED WITH REGARD TO THE SOFTWARE OR ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GRYPHON DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE USE, OF OR THE RESULTS OBTAINED WITH THE SOFTWARE FOR ANY REASON WHATSOEVER, INCLUDING WITHOUT LIMITATION, FOR CORRECTNESS OR RELIABILITY. IN NO EVENT WILL GRYPHON BE LIABLE FOR LOSS PROFITS, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE OR DELIVERY OF THE SOFTWARE OR OTHERWISE RELATING TO THIS TRIAL LICENSE AGREEMENT, EVEN IF GRYPHON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL GRYPHON BE LIABLE FOR ANY DAMAGE CAUSED BY YOUR NEGLIGENCE AND/OR ANY USER OR BY ANY USE BY ANY PARTY OF ANY SOFTWARE FOR ANY PURPOSE. IN NO EVENT SHALL GRYPHON BE LIABLE FOR MORE THAN THE AMOUNT PAID, IF ANY, TO GRYPHON FOR THIS TRIAL LICENSE UPON THE RETURN OF THE SOFTWARE AND THE BACKUP COPY.
REMEDIES. You acknowledge that the Software contains valuable trade secrets and that the remedy at law for breach or threaten breach of this Trial License Agreement would be inadequate and that any such breach or threaten breach would or may cause such immediate and irreparable harm that the exact amount of such damage would be impossible to ascertain. Therefore, in addition to any and all legal and equitable remedies which may be available, Gryphon may specifically enforce the terms of the Trial License Agreement and may obtain temporary, preliminary or permanent injunctive relief without the necessity of proving actual damage by reason of any such breach or threatened breach. You acknowledge that your exclusive remedy arising from or relating to the Software or the use thereof shall be, at Gryphon's option, the replacement of the Software or the refund of the trial licensing fee actually paid by the trial licensee, if any, upon the return to Gryphon of the Software and the backup copy.
MISCELLANEOUS.
Indulgences, etc. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power or privilege under this Trial License Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or future exercise of the same or of any other right, remedy, power or privilege with respect to any other occurrence.
Governing Law. Regardless of the place of contracting, place of performance or otherwise, this Trial License Agreement and any amendments, modifications, authorizations, additions or supplements hereto, and all questions relating to its validity, interpretation, performance and enforcement, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to any rule of construction as to which party drafted this Trial License Agreement and without regard to the conflicts of law rules governing in the Commonwealth of Pennsylvania.
Binding Nature of Agreement; No Assignment. This Trial License Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that you may not assign or transfer your rights or obligations under this Trial License Agreement as described in the paragraph entitled "NO TRANSFER" above. Any assignment, sublicense or transfer attempted in violation of this Trial License Agreement shall be null and void and of no effect.
Entire Agreement. This Trial License Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Trial License Agreement may not be modified or amended other than by an agreement in writing, signed on behalf of Gryphon by its President.
Jurisdiction and Venue. You irrevocably acknowledge and agree that any suit, action, claim or other proceeding, legal or equitable ("Proceeding") arising out or from, in connection with or as a result of this Trial License Agreement or any of the transactions contemplated hereby, shall be brought exclusively in the state courts for the County of Philadelphia, Pennsylvania or the courts of the United States for the Eastern District of Pennsylvania. You unconditionally and irrevocably assent and submit to the jurisdiction and venue of each such court in any Proceeding, and unconditionally and irrevocably waive any objection that you may now or hereafter have to jurisdiction or venue in any such Proceeding in any of such courts. Any and all service of process and any other notice in any such Proceeding shall be effective against any party hereto if given by certified mail, return receipt requested, or by any other means of mail which requires a signed receipt, postage prepaid, mailed to such party as herein provided.