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Ursa Evaluation License Agreement
IMPORTANT-READ CAREFULLY: BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE URSA PRODUCTS (AS DEFINED BELOW), INCLUDING THE URSA WEB PAGE, SOFTWARE, OR DATA, YOU (THE INDIVIDUAL OR LEGAL ENTITY) AGREE TO BE BOUND BY THE TERMS OF THIS URSA EVALUATION LICENSE AGREEMENT (“AGREEMENT”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, OR USE ANY URSA PRODUCTS, AND YOU MUST DELETE OR RETURN ANY SUCH PRODUCTS.
1. GRANT AND USE RIGHTS.
1.1 License. Ursa Space Systems Inc. (“Ursa”) hereby grants to the person or legal entity identified below (“You”) a limited, non-transferable, non-exclusive, limited right and license to use one login or copy of Ursa Products solely in a non-production environment and for a limited time period of 4 weeks commencing on the date of this Agreement (the “Evaluation Period”) for the sole purpose of internally evaluating the Products for access or purchase. The Evaluation Period may be extended by Ursa in writing, at Ursa’s sole discretion. “Products” mean web page access, software products, reports, or data that are furnished to You under this Agreement, including, but not limited to, any related components provided with the software, application programming interfaces, associated media, printed materials, online or electronic documentation, data available from web page, raw data, analytics derived from data, and any updates and maintenance releases thereto. Open source software components provided with the Web Page or Software are licensed to You under the terms of the applicable license agreements that govern such open source software components.
1.2 License Limitations. You may not copy the Products or remove, alter or obscure any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Products. You are not granted any rights to any trademarks or service marks of Ursa. Ursa retains all rights not expressly granted to You in this Agreement.
1.3 Restrictions. Except as expressly permitted by this Agreement or by applicable law, You may not (i) disclose, sell, lease, assign, license, sublicense, distribute or otherwise transfer in whole or in part the Products; (ii) permit any use of or access to the Products by any third party, or operate the Products on behalf of or for the benefit of any third party, including the operation of any service that is accessed by a third party; (iii) decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Products; (iv) modify or create derivative works based upon the Products except for internal evaluation purposes; or (v) create, develop, license, install, use, or deploy any software or services to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions in the Products. If You wish to exercise any rights to reverse engineer to ensure interoperability in accordance with applicable law, You must first provide Ursa with written notice and all reasonably requested information to email@example.com within 30 days. Ursa will assess your request and, at Ursa’s sole discretion, may accommodate the request, reject the request, and/or make a proposal to provide alternatives that reduce any adverse impact on Ursa’s intellectual property or other rights. You agree to provide access to Products only to those employees who require access for purposes of evaluating the Products (the “Authorized Employees”). Upon request, You will provide Ursa with a list of the Authorized Employees, and Ursa reserves the right, in its sole discretion, to deny any Authorized Employee access to Products. You will inform the Authorized Employees of, and ensure that they strictly abide by, the terms and conditions of this Agreement. You will be liable for any breach of this Agreement by any Authorized Employee. In no event shall Authorized Employees include any personnel who are involved in the research, development, marketing, or promotion of any technology which is competitive with or similar to the Products.
1.4 Licenses required for third-party software. You are solely responsible for separately obtaining and complying with any licenses necessary to operate third-party software, including but not limited to, Guest Operating Systems and application programs which the Product enables You to run.
2. TITLE. Ursa retains all right, title, and interest in and to the Products and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. You further acknowledge that the Products and the procedures relating thereto are trade secrets and confidential information of Ursa and its suppliers that (i) derive inde-pendent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who could obtain economic value from their disclosure or use and (ii) are the subject of efforts by Ursa and its suppliers, including but not limited to this Agreement, that are reasonable under the circumstances to maintain their secrecy. You expressly acknowl¬edge and agree that You obtain no rights or privileges with regard to the Products or any trade secrets related thereto by virtue of this Agreement other than the license rights expressly granted herein.
3. SUPPORT AND SUBSCRIPTION SERVICES NOT INCLUDED
Ursa will not provide any support services under this Agreement. This Agreement does not give You any rights to any updates or upgrades to the Product or to any extensions or enhancements to the Product developed by Ursa at any time in the future. Ursa may use any technical information You provide to Ursa for any Ursa business purposes without restriction, including for product support and development. Ursa will not use information in a form that personally identifies You.
You agree to hold the Products and all information obtained from Ursa hereunder or otherwise concerning procedures relating to the use of the Products, as well as the terms and the fact of this Agreement, in strict confidence and to exercise no less than the same degree of care to safeguard the confidentiality of the foregoing that You would exercise to safeguard the confidentiality of Your own confidential data, programs and information. Neither You nor Your Authorized Employees shall disclose or disseminate to any party, other than Your Authorized Employees, the content of the Products or any procedures relating to the use of the Products. You further agree that neither You nor Your Authorized Employees shall use any of the foregoing information for Your benefit (except as otherwise expressly provided in this Agreement) or for the benefit of any third party without the prior written consent of Ursa.5. FEES AND PAYMENT
Provided that Your use is in accordance with this Agreement, Ursa waives any fees otherwise due. In the event You or any person acting under or through You uses the Products in violation of this Agreement, You agree to pay Ursa, in addition to any other remedies Ursa may have at law or in equity, Ursa’s then current rates for such use.
6. TERM AND TERMINATION
This Agreement will expire one year from the signature date unless terminated sooner as set forth in this section. Each party hereto may terminate this Agreement at any time upon notice to the other party. In the event of termination, the license granted herein shall automatically terminate and You must remove and destroy all copies of the Product, including all backup copies, from the server and all computers and terminals You own, possess or control and on which the Product is installed or stored. Upon request, you must provide a written attestation to Ursa of such destruction. The provisions of this Agreement that by their nature would reasonably be expected to survive the termination of this Agreement, including without limitation the provisions regarding title, confidentiality, exclusion of warranty, and limitation of liability, will survive termination or expiration of this Agreement.
7. EXCLUSION OF WARRANTY AND LIMITATION OF LIABILITY
7.1 EXCLUSION OF WARRANTY. You acknowledge and agree that (i) access to the Products has been provided solely for evaluation purposes; (ii) the Products may not be in final form or fully functional; (iii) use of the Products could result in unexpected results, loss of data, project delays or other loss to You; and (iv) for these and other reasons the Products may not be available for license or made available to You for license at the conclusion of the Evaluation Period. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, URSA AND ITS LICENSORS PROVIDE THE PRODUCT AS IS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, AND URSA AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.2 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL URSA AND ITS LICENSORS BE LIABLE FOR ANY DAMAGES, COSTS OR EXPENSES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU. URSA’S AND ITS LICENSORS’ LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEES YOU PAID FOR THE PRODUCT, IF ANY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER URSA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.8. INJUNCTIVE RELIEF
Due to the unique and proprietary nature of the Products and Ursa’s confidential and proprietary information, it is understood and agreed that Ursa’s remedies at law for a breach by You of your obligations under Sections 1 or 4 will be inadequate and that Ursa shall, in the event of any such breach, be entitled to equitable relief (including without limitation provisional and permanent injunctive relief and specific performance). In addition, You hereby expressly waive the right to a hearing prior to the issuance of any order by a court of competent jurisdiction granting possession of the Products to Ursa. Ursa shall be entitled to the relief described in this section without the requirement of posting a bond. Nothing stated herein shall limit any other remedies provided under this Agreement or available to Ursa at law.
9.1 Entire Agreement. This Agreement sets forth Ursa’s entire liability and your exclusive remedy with respect to the Products and supersedes the terms of any communications or advertising with respect to the Products. You acknowledge that this Agreement is a complete statement of the agreement between You and Ursa with respect to the Products, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Products.
9.2 Headings. Headings under this Agreement are intended only for convenience and shall not affect the interpretation of this Agreement.
9.3 Waiver and Modification. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. This Agreement may only be modified, or any rights under it waived, by a written document executed by the party against which it is asserted.
9.4 Severability. If any provision of this Agreement is found illegal or unenforceable, 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.
9.5 Governing Law. This Agreement will be governed by the substantive laws of the state of New York, without regard to the choice of law principles of any jurisdiction. Venue for any dispute arising under this Agreement shall be had in the state and federal courts located in New York County, New York, and each party waives any objection to such venue on the basis of forum non conveniens or otherwise. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement.
9.6 Assignment. You may not assign this Agreement without Ursa’s prior written consent, which may be withheld in Ursa’s sole discretion, and any attempted assignment without such consent will be void.
9.7 Government Restrictions. The Products and accompanying documentation are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the Products by the U.S. Government shall be subject to and governed solely by the terms of this Agreement.
9.8 Export Controls. The Products are of United States origin and are provided subject to the U.S. Export Administration Regulations. Diversion contrary to U.S. law is prohibited. Without limiting the foregoing, you agree that (1) You are not, and are not acting on behalf of, any person who is a citizen, national, or resident of, or who is controlled by the government of, Cuba, Iran, North Korea, Sudan, or Syria, or any other country to which the United States has prohibited export transactions; (2) You are not, and are not acting on behalf of, any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (3) You will not use the Products for, and will not permit the Products to be used for, any purposes prohibited by law, including, without limitation, for any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.
9.9 Contact Information. If you have any questions about or notices for delivery under this Agreement, or if you want to contact Ursa for any reason, please direct all correspondence to: Ursa Space Systems Inc., 401 E. State St., Suite 203, Ithaca NY, 14850 United States of America or email firstname.lastname@example.org.I ACCEPT THESE TERMS AND AM AUTHORIZED TO ENTER INTO THIS AGREEMENT.
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