Superior SQL Builder distribution permissions and end-user license agreement
EVALUATION LICENCE AGREEMENT
Whereas, the Customer wishes to obtain an Evaluation Licence to use the software and associated documentation provided by Red Earth Technologies Pty Limited ("RET") under this Agreement (collectively, the "Software"); the parties agree as follows:
1. Grant of Licence
RET grants to the Customer a non-exclusive, non-transferable, non-sub-licensable, 21 day licence to enable the Customer to determine whether it wishes to purchase the Software. The Software is to be used solely for purposes of demonstration, testing and evaluation and is not to be used in a production environment. Except as provided in this Evaluation Licence, RET reserves all rights not expressly granted herein. The Evaluation Software does not allow the Customer to save the scripts, libraries or projects that the software builds. This functionality is only available once the Customer has paid RET`s then current licence fee in respect of the Software and has agreed to the terms of RET`s Software Licence Agreement.
2. Ownership of Software
As between the parties, title to and ownership of the Software, all proprietary rights therein, and all copies and portions thereof shall be and at all times remain in RET. The Software is protected by copyright, trademark and trade secret laws and international treaty provisions. Nothing in this Agreement shall grant to the Customer any ownership or title to the Software.
3. The Customer`s Obligations
The Customer agrees that it shall not, nor shall it permit any third party to, (a) distribute, licence, communicate, dispose, rent, sell or otherwise transfer the Software to any third party, provided that the Customer may allow its third party consultants to use the Software solely to support the Customer`s use of the Software as provided herein, but only to the extent such consultants have agreed to abide by the terms of this Agreement; (b) use the Software for the benefit of any third party in a service bureau or outsourcing capacity; (c) reverse assemble, reverse compile or reverse engineer the Software, or otherwise attempt to discover any Software source code or underlying Proprietary Information (as defined below); (d) remove, efface or obscure any trade marks, copyright notices, logos or other proprietary notices or legends in the Software (whether RET`s or any of its third party partners) or from any RET materials; (e) export or re-export, or allow the export or re-export of any Proprietary Information (as defined below) or any copy or direct product thereof in violation of any restrictions, laws or regulations; or (f) copy the Software except as expressly permitted in this Agreement for the Customer`s use and for a reasonable number of copies of the Software for the Customer`s non-production back-up or archival purposes. The Customer shall comply with all applicable laws and restrictions and regulations and any government agency, court or authority with proper jurisdiction.
Proprietary Information includes, but is not limited to, the terms of this Agreement (but not the existence of this Agreement), trade secrets, customer information, and other technical, business, product, computer programs, marketing and financial information, intellectual property of any kind whether registered or not, development plans and any data not previously known that could reasonably be considered confidential or proprietary. The Software shall be deemed RET`s Proprietary Information.
4. LIMITED WARRANTY
NO WARRANTIES. EXCEPT AS REQUIRED UNDER STATUTE, RET EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH THE CUSTOMER.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. EXCEPT AS REQUIRED UNDER STATUTE, IN NO EVENT SHALL RET OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS RET PRODUCT, EVEN IF RET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.