JVS SOLUTIONS, INC.
SOFTWARE TRIAL AGREEMENT
THE TERMS AND CONDITIONS CONTAINED HEREIN CONSTITUTE A LEGAL AGREEMENT.
THIS AGREEMENT (THE “AGREEMENT”) CONTAINS THE ENTIRE AGREEMENT BETWEEN YOU AND JVS SOLUTIONS, INC. (“JVS SOLUTIONS”) WITH RESPECT TO THE TERMS AND CONDITIONS DESCRIBED HEREIN. READ THIS AGREEMENT CAREFULLY BEFORE YOU START THE TRIAL PERIOD BELOW. BY SIGNING THE AGREEMENT, YOU ACKNOWLEDGE THAT (1) YOU ARE AUTHORIZED TO ENTER THIS AGREEMENT FOR AND ON BEHALF OF YOUR COMPANY, AND ARE DOING SO, AND (2) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU AND THE COMPANY SHALL TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, SEND A REJECTION FAX OR E-MAIL WITH SUBJECT “I DO NOT ACCEPT” AND INSTALLATION WILL TERMINATE.
1. License. You are hereby granted a limited, nonexclusive, nontransferable license (the “License”) (1) to install this copy of the JVS Solutions PC Confidential ( software (the “Software”) on one computer for which the software was designed, and (2) to use this software and the associated user manuals and documentation delivered by JVS Solutions solely for the trial and evaluation of the Software. This License does not permit you to use the Software for any purpose other than as expressly permitted by this Agreement, including without limitation any use of the Software for productive purposes or deployment of the Software in any commercial application or in the operation of any Company’s business.
2. Term. Your License is effective fifteen (90) days commencing on the date you installed it unless terminated earlier as set forth herein (the “Evaluation Period”). The License will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. At the end of the Evaluation Period or upon the request of JVS Solutions, whichever is earlier, you will promptly remove all coding and other vestiges of the Software from your computer system, and make no further use whatsoever of the Software, except to the extent that may be permitted under any subsequent agreements between you and JVS Solutions. Upon completion of the Evaluation Period or upon the request of JVS Solutions, you shall, provide JVS Solutions with information regarding the results of the trial, in a format and level of detail reasonably requested by JVS Solutions.
3. Ownership Rights. The Software is protected by Lebanon patent and copyright laws and international treaty provisions. JVS Solutions and its suppliers own and retain all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except the limited right to use it as expressly set forth in this Agreement.
4. Restrictions. You may not rent, lease, loan, resell or otherwise transfer the Software. You may not permit third parties to benefit from the use or functionality of the Software via a timesharing, service bureau or other arrangement. You may not transfer any of the rights granted to you under this Agreement. You may not reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based in whole or in part upon, the Software. You may not copy the Software or Documentation. You may not remove any proprietary notices or labels on the Software. All rights not expressly set forth hereunder are reserved by JVS Solutions. JVS Solutions reserves the right to periodically conduct audits upon advance written notice to verify compliance with the terms of this Agreement.
5. Exclusion of Warranties. THE SOFTWARE IS PROVIDED TO LICENSEE “AS IS”, AND ANY USE BY LICENSEE OF THE SOFTWARE DURING THE EVALUATION PERIOD, WHETHER IN A TEST ENVIRONMENT OR OTHERWISE, WILL BE AT LICENSEE’S SOLE RISK. JVS SOLUTIONS MAKES NO WARRANTIES RELATING TO THE SOFTWARE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SOME COUNTRIES/STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
6. Limitation of Liability. UNDER NO CIRCUMSTANCES OR LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL JVS SOLUTIONS OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (EVEN IF JVS SOLUTIONS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR, EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY PROVISION OF THIS AGREEMENT, FOR ANY OTHER DAMAGES OR LOSSES OF ANY NATURE. IN NO EVENT WILL JVS SOLUTIONS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LIST PRICE JVS SOLUTIONS CHARGES FOR A LICENSE TO THE SOFTWARE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
7. International Government. The Software 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, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation by the International Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
8. Export Controls. Export of the Software may be subject to compliance with the rules and regulations promulgated from time to time by the Bureau of Export Administration, International Department of Commerce, which restrict the export and re-export of certain products and technical data. If the export of the Software is controlled under such rules and regulations, then the Software shall not be exported or re-exported, directly or indirectly, (a) without all export or re-export licenses and International or other governmental approvals required by any applicable laws, or (b) in violation of any applicable prohibition against the export or re-export of any part of the Software. Some countries have restrictions on the use of encryption within their borders, or the import or export of encryption even if for only temporary personal or business use. You acknowledge that the implementation and enforcement of these laws is not always consistent as to specific countries. Although the following countries are not an exhaustive list there may exist restrictions on the exportation to, or importation of, encryption by: Belgium, China (including Hong Kong), France, India, Indonesia, Israel, Russia, Saudi Arabia, Singapore, and South Korea. You acknowledge it is your ultimate responsibility to comply with any and all government export and other applicable laws and that JVS Solutions has no further responsibility after the initial license to you within the original country of sale.
9. Miscellaneous. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement sets forth all rights for the user of the Software and, together with the Master Agreement, is the entire agreement between JVS Solutions and the Licensee and supersedes any other prior or contemporaneous agreements or communications with respect to the Software and Documentation. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of JVS Solutions. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by JVS Solutions or a duly authorized representative of JVS Solutions. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The parties confirm that it is their wish that this Agreement has been written in the English language only.
10. JVS Solutions Customer Contact. If you have any questions concerning these terms and conditions, or if you would like to contact JVS Solutions for any other reason, please email us at info@joodvs.com. If you either do not understand or do not accept the terms and conditions of this agreement on behalf of you, uninstall PC Confidential and remove any copies of PC Confidential from your computer(s).
