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| 1 | + HEX FIVE SECURITY, INC. |
| 2 | + SOFTWARE EVALUATION AGREEMENT |
| 3 | + |
| 4 | +THE TERMS AND CONDITIONS CONTAINED HEREIN CONSTITUTE A LEGAL AGREEMENT. |
| 5 | +THIS AGREEMENT ("AGREEMENT") CONTAINS THE ENTIRE AGREEMENT BETWEEN YOU |
| 6 | +LICENSEE ("YOU") AND HEX FIVE SECURITY, INC. ("HEX FIVE") WITH RESPECT TO |
| 7 | +THE TERMS AND CONDITIONS DESCRIBED HEREIN. READ THIS AGREEMENT CAREFULLY. |
| 8 | +BY DOWNLOADING/INSTALLING THE PRODUCT, YOU ACKNOWLEDGE THAT (1) YOU ARE |
| 9 | +AUTHORIZED TO ENTER THIS AGREEMENT FOR AND ON BEHALF OF YOUR COMPANY, AND |
| 10 | +ARE DOING SO, AND (2) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU AND |
| 11 | +THE COMPANY SHALL BE BOUND BY THESE TERMS AND CONDITIONS AND ALL |
| 12 | +MODIFICATIONS AND ADDITIONS PROVIDED FOR |
| 13 | + |
| 14 | +Software products included with this product that are not Hex Five |
| 15 | +products are licensed to you by the software provider. Please refer to |
| 16 | +the license contained in the provider's product for the terms of use |
| 17 | +before using such products. |
| 18 | + |
| 19 | +1. License Grant. Hex Five grants you a limited, non-exclusive, non- |
| 20 | + transferable license to use, for non-commercial, non-production |
| 21 | + evaluation purposes only, the Hex Five software program(s), known as |
| 22 | + MultiZone(TM) Security (the "Software") and related product documentation at |
| 23 | + no charge subject to the terms and restrictions set forth in this License |
| 24 | + Agreement. You are not permitted to use the Software in any manner not |
| 25 | + expressly authorized by this License. You acknowledge and agree that |
| 26 | + ownership of the Software and all subsequent copies thereof regardless of |
| 27 | + the form or media are held by Hex Five. |
| 28 | + |
| 29 | +2. Term of Agreement. Your license is effective until terminated by Hex |
| 30 | + Five (at Hex Five's sole discretion and without notice). The License will |
| 31 | + terminate automatically if you fail to comply with any of the limitations |
| 32 | + or other requirements described herein. At termination you shall cease |
| 33 | + all use of the Software and destroy all copies, full or partial of the |
| 34 | + Software. |
| 35 | + |
| 36 | +3. Ownership Rights. The Software and related documentation are protected |
| 37 | + by United States copyright laws and international treaties. Hex Five, |
| 38 | + third party component providers and open source component providers own |
| 39 | + and retain all right, title and interest in and to the Software and |
| 40 | + related documentation, including all copyrights, patents, trade secret |
| 41 | + rights, trademarks and other intellectual property rights therein. |
| 42 | + |
| 43 | +4. Use of Name and Trademarks. You shall not use the name, trade names or |
| 44 | + trademarks of Hex Five or any of its affiliates in any advertising, |
| 45 | + promotional literature or any other material, whether in written, |
| 46 | + electronic or other form without express written permission of Hex Five. |
| 47 | + |
| 48 | +5. Restrictions. |
| 49 | + (A) You may not rent, lease, lend, redistribute or sublicense the |
| 50 | + Software. You may not copy the Software except to make archival or backup |
| 51 | + copies, provided that the backup copy must include all copyright or other |
| 52 | + proprietary notices contained on the original. You may not copy the |
| 53 | + related product documentation. You may not modify, reverse engineer, |
| 54 | + decompile, or disassemble the Software, except to the extent the |
| 55 | + foregoing restriction is expressly prohibited by applicable law. You may |
| 56 | + not publish any results from tests using the Software without the express |
| 57 | + written permission of Hex Five. |
| 58 | + |
| 59 | + (B) Certain components of the Software are provided under various Open |
| 60 | + Source licenses that have been made available to Hex Five. You may modify |
| 61 | + or replace only these Open-Sourced Components; provided that (i) the |
| 62 | + resultant Software is used in place of the unmodified Software, on a |
| 63 | + single computer; and (ii) you otherwise comply with the terms of this |
| 64 | + License and any applicable licensing terms governing use of the Open- |
| 65 | + Sourced Components. Hex Five is not obligated to provide any maintenance, |
| 66 | + technical or other support for the resultant Software. |
| 67 | + |
| 68 | + (C) This license is strictly for non-commercial, non-production |
| 69 | + evaluation purposes. You agree and acknowledge that you may not use the |
| 70 | + Software for any commercial purpose whatsoever. |
| 71 | + |
| 72 | +6. Feedback. You agree that any feedback or ideas you provide to us |
| 73 | + regarding any Software or any suggested improvements thereto (together, |
| 74 | + the "Feedback") will be the exclusive property of Hex Five. To the extent |
| 75 | + you own any rights in the Feedback, you agree to assign and hereby do |
| 76 | + assign to us all right, title and interest in and to the Feedback. You |
| 77 | + agree to perform all acts reasonably requested by us to perfect and |
| 78 | + enforce such rights, including without limitation executing copyright |
| 79 | + assignments. We will reimburse you for direct out of pocket costs |
| 80 | + incurred in complying with our requests. |
| 81 | + |
| 82 | +7. Exclusion of Warranties. THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS", |
| 83 | + AND ANY USE BY LICENSEE OF THE SOFTWARE WILL BE AT LICENSEE'S SOLE RISK. |
| 84 | + HEX FIVE MAKES NO WARRANTIES RELATING TO THE SOFTWARE AND EXPRESSLY |
| 85 | + DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT |
| 86 | + LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. |
| 87 | + |
| 88 | +8. Limitation of Liability. IN NO EVENT SHALL HEX FIVE BE LIABLE FOR ANY |
| 89 | + INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, |
| 90 | + INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, |
| 91 | + BUSINESS INTERRUPTON OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING |
| 92 | + OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE HEX FIVE SOFTWARE, |
| 93 | + HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILTY (CONTRACT, TORT OR |
| 94 | + OTHERWISE) AND EVEN IF HEX FIVE HAS BEEN ADVISED OF THE POSSIBILITY OF |
| 95 | + SUCH DAMAGES. |
| 96 | + |
| 97 | +9. Governing Law, Dispute Resolution. This Agreement is governed by the |
| 98 | + law of the State of California, U.S.A., without reference to conflict of |
| 99 | + laws principles. The application of the United Nations Convention of |
| 100 | + Contracts for the International Sale of Goods is expressly excluded. |
| 101 | + Venue for any disputes shall be in the state and federal courts located |
| 102 | + in San Jose, California. |
| 103 | + |
| 104 | +10.No Export. You agree not to export, directly or indirectly, the |
| 105 | + Software or any components thereof to any country for which the U.S. |
| 106 | + Government or any agency thereof at the time of export requires an export |
| 107 | + license or other government approval without first obtaining such license |
| 108 | + or approval. |
| 109 | + |
| 110 | +11.Assignment/Transfers. You may not assign or transfer this Agreement, |
| 111 | + in whole or in part, without Hex Five's prior written consent. Any |
| 112 | + attempted assignment or transfer in violation of this Section will be |
| 113 | + null and void. |
| 114 | + |
| 115 | +12.Third Party Acknowledgements. |
| 116 | + (A) Aspects of the Software utilize or include third party software and |
| 117 | + other copyrighted material. Acknowledgements, licensing terms and |
| 118 | + disclaimers for such material are available when accessing the Software |
| 119 | + on the Hex Five website, and your use of such material is governed by |
| 120 | + their respective terms. |
| 121 | + (B) The Software includes certain software provided under various Open |
| 122 | + Source licenses. You may obtain complete machine-readable copies of the |
| 123 | + source code and licenses for the Open Source software at the Hex Five |
| 124 | + Open Source website (https://www.hex-five.com/oslicenses). Open Source |
| 125 | + Software is distributed WITHOUT ANY WARRANTY, without even the implied |
| 126 | + warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE |
| 127 | + |
| 128 | +13.Severability. If any provision of this Agreement is held invalid, |
| 129 | + illegal or unenforceable, the validity, legality and enforceability of |
| 130 | + any of the remaining provisions of this Agreement shall not in any way be |
| 131 | + affected or impaired. |
| 132 | + |
| 133 | +14.Entire Agreement. This Agreement is the entire agreement between you |
| 134 | + and Hex Five concerning the Software and all related documentation and |
| 135 | + supersedes any other prior or contemporaneous agreements or |
| 136 | + communications with respect to the Software and related documentation, |
| 137 | + whether written or oral. |
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