BAMarrayTM
Software Trial License
Upon execution of this BAMarrayTM
Software Trial License ("Trial License") and subject to the terms and
conditions set forth below, Case Western Reserve University ("CASE") will
grant TRIAL LICENSEE, a non-exclusive and nontransferable license to
use the BAMarrayTM Software on a single
Workstation without charge for 30 days (the "Trial Period") solely for the
purpose of evaluation.
By executing this Trial License,
TRIAL LICENSEE agrees to comply with this Trial License in all matters relating
to its possession and use of the BAMarrayTM
Software.
- TRIAL LICENSE:
TRIAL LICENSEE may download, install and operate
the Software on a single Workstation for evaluation purposes only for 30
days. For purposes of this Trial License, "Workstation" means a computer
used to run application software by a single end-user at a time and
configured or used in a manner to prevent additional end users from
operating its application software by means of one or more remote computers
connected on a network. TRIAL LICENSEE shall not copy, modify, distribute,
sublicense, or reverse engineer the BAMarrayTM
Software or permit others to do so. TRIAL LICENSEE shall not permit third
parties to access or use the BAMarrayTM
Software or to examine the its computer code. TRIAL LICENSEE shall not
remove any copyright notices or trademarks affixed to, or generated during
use of, the BAMarrayTM Software.
- DELIVERY, ACTIVATION,
AND DEACTIVATION: BAMarrayTM
Software will be delivered electronically to TRIAL LICENSEE via access
granted to a password protected URL from which it may be downloaded. By
email, CASE will provide TRIAL LICENSEE with the URL, a password, and a
license key required for activation and use of the BAMarrayTM
Software during the Trial Period. The BAMarrayTM
Software will automatically deactivate and become disabled upon expiration
of the Trial Period. Continued use of the BAMarrayTM
Software after the Trial Period will require a new license key, which will
be issued by CASE only upon execution of a written license agreement and
payment of applicable license fees.
- NO WARRANTIES:
ANY AND ALL SOFTWARE, INFORMATION, OR SERVICES
PROVIDED BY CASE UNDER, OR IN CONNECTION WITH, THIS TRIAL LICENSE ARE
PROVIDED "AS IS." CASE MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED, AS TO ANY MATTER AND DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE,
INFORMATIONAL CONTENT, ACCURACY, NONINFRINGEMENT, OR INTEROPERABILITY. CASE
SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES, SUCH AS LOSS OF PROFITS, WHETHER GROUNDED IN TORT (INCLUDING BUT
NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY, CONTRACT, OR OTHERWISE, EVEN
IF IT HAS PREVIOUSLY BEEN ADVISED OF THE RISK OF SUCH DAMAGES.
- LIMITATION OF
LIABILITY: CASE shall not have any
responsibilities or liabilities whatsoever with respect to use of the
Software or Technology.
- INDEMNIFICATION:
TRIAL LICENSEE hereby agrees to defend,
indemnify and hold harmless CASE, its trustees, officers, employees,
attorneys and agents from all claims or demands made against them (and any
related losses, expenses or attorney’s fees) arising out of or relating to
TRIAL LICENSEE's use or misuse of, or conduct or misconduct, regarding the
Software or Technology including but not limited to, any claims or demands
of product liability, personal injury, death, damage to property or
violation of any laws or regulations.
- PROPRIETARY RIGHTS:
TRIAL LICENSEE acknowledges that all title and
interest, including all patent, copyright, trademark and trade secret
rights, in the BAMarrayTM Software, the
technology incorporated therein, and the trademark BAMarrayTM
are the exclusive property of CASE. TRIAL LICENSEE agrees neither to do nor
to permit any act which may in any way jeopardize or be detrimental to the
validity of such patent, copyright, trademark, trade secret or other rights
and specifically agrees not to copy, modify, distribute, sublicense,
disassemble, reverse compile or reverse engineer any code underlying the
Software. IF TRIAL LICENSEE BREACHES ITS OBLIGATIONS UNDER THIS SECTION 6,
CASE SHALL BE ENTITLED TO EQUITABLE RELIEF (INCLUDING ORDERS FOR SPECIFIC
PERFORMANCE AND INJUNCTIONS), AS WELL AS MONETARY DAMAGES.
- TERMINATION:
CASE may terminate this Trial License at any
time for any reason, or for no reason. Upon termination or expiration of
this Trial License, TRIAL LICENSEE shall immediately cease all use of the
Software and Technology and return to CASE or destroy all copies of the
Software in its possession.
- MISCELLANEOUS:
This Trial License is governed by and construed
under the laws of the State of Ohio. In the event of a dispute, all claims
shall be the subject of binding arbitration before the American Arbitration
Association in Cleveland, Ohio, each party to bear its own costs and the
costs of the arbitrator to be shared equally. No waiver of terms, covenants,
or conditions of this Trial License shall be effective, unless made
expressly in writing by a party. The waiver of any default or breach of this
Trial License shall not constitute a waiver of any other or subsequent
default or breach. The Trial License is the entire agreement of the parties
and supercedes any prior oral or written understandings related hereto. The
Trial License may not be altered or amended except by written agreement of
the parties.