SOFTWARE TRIAL EVALUATION AGREEMENT
PLEASE READ THIS TRIAL EVALUATION AGREEMENT CAREFULLY BEFORE INSTALLING
THE PACKAGE. BY INSTALLING THE PACKAGE, YOU ACKNOWLEDGE AND ACCEPT THE TERMS
AND CONDITIONS OF THE SOFTWARE TRIAL EVALUATION AGREEMENT BELOW:
TRIAL SOFTWARE LEASE AGREEMENT is entered into, by and between
TimberWolf Systems, Inc., a Texas corporation located at 10880 Cassandra Way,
Dallas, Texas 75228-2493 (hereinafter the "Lessor"), and
the "Lessee"), to evaluate its Software Product set forth in Exhibit
A. Effective this __________ day of
__________________, 200___ upon the terms and conditions hereinafter set forth,
for the consideration stated herein.
||InternetCAD (iTools) Place and Route
SOFTWARE LOCATION: (IF OTHER THAN ABOVE ADDRESS OF Lessee)
|Term of Evaluation:
TERMS AND CONDITIONS
- EVALUATION. This Agreement does not obligate the Lessee in any way
to lease, purchase, or otherwise acquire ownership interest in, or pay for a
license to use the Software. Neither the Lessee or Lessor shall be obligated to
provide any compensation to the other based on this Agreement.
- LICENSE. Lessor grants the Lessee a personal, nontransferable,
nonexclusive license to use the software set forth in Exhibit A for the terms
of this Agreement. The Lessee may use the Software solely for evaluation
purposes only. (may not be used for production)
- TITLE. All of the Software shall remain personal property and the
title thereto shall remain with Lessor at all times. The Software is and shall at
all times be and remain the sole and exclusive property of Lessor and the Lessee
shall have no right, title or interest therein or thereto except as to
the use thereof subject to the terms and conditions of this Agreement. The Lessee
shall keep the Software free from any and all judgments, liens and
encumbrances. The Lessee shall give Lessor immediate notice of an attachment or
other judicial process, lien or encumbrance affecting the Software and shall
indemnify and save Lessor harmless of and from any loss or damage caused thereby.
- PLACE OF USE. Lessee shall keep the Software at its place of
business as specified above. Lessee covenants and agrees not to allow the use
of the Software by other businesses, entities or individuals and that said
Software shall be used only on the work stations authorized by this Agreement. Lessee
further covenants and agrees not to copy, rent, sublease, license,
transfer, donate, commercially exploit, reverse engineer, decompile,
disassemble (or allow the same to occur) the Software, or any part thereof.
- USE AND RETURN OF SOFTWARE. Lessee shall exercise due and proper
care in the use of the Software. Upon expiration or termination of this Lease, Lessee, at its sole expense, shall forthwith pack and return the Software to
Lessor at 10880 Cassandra Way, Dallas Texas 75228 or such place as may be
designated by Lessor in the same condition as when received by the Lessee,
reasonable wear and tear alone excepted.
- LIMITED WARRANTY. Lessor makes no warranties (express, implied or
statutory) with respect to the Software and the accompanying written materials
including, but not limited to, any implied warranties of merchantability or
fitness for a particular purpose. In no event will Lessor be liable to Lessee for any direct or indirect damages including loss of profits, lost savings,
loss of data, or other special incidental or consequential damages arising out
of Lessee's use of or inability to use the Software.
- NO IMPLIED LICENSE. Except as otherwise expressly stated, nothing in
this Agreement shall be construed to grant either party any license, by
implication, estoppel, or otherwise, to any intellectual property of the other,
including trademarks, copyrights, patents, or trade secrets.
- CONFIDENTIALITY.During the course of this Agreement, either party
may have or may be provided access to the other's proprietary items or
confidential information ("Confidential Information"). Each party
agrees to maintain the confidentiality of the other's Confidential Information
in accordance with this provision and any separate nondisclosure agreement that
expressly references the disclosure(s) between Lessor and Lessee. At a minimum,
each party agrees that it shall not make the other's Confidential Information
available to any third party without the written consent of the other and that
title and ownership of the Confidential Information provided by one party to
the other shall remain the exclusive property of that party who has the right
to possess the Confidential Information.
- RIGHT OF INSPECTION. Lessor, its agents and representatives shall have
the right at any time during usual business hours to inspect the Software and
for that purpose to have access to the location of the Software.
- NON-WAIVER. Lessor's failure at any time to require strict performance
from Lessee of any of the provisions hereof shall not waive or diminish Lessor's right thereafter to demand strict compliance therewith or with any other
provision. Waiver of any default shall not waive any other default. Lessor's
rights hereunder are cumulative and not alternative.
- POSSESSION OF SOFTWARE. Lessor covenants to and with Lessee that Lessor
is the lawful owner of said Software and that conditioned upon Lessee's
performance of the conditions herein, Lessee shall peacefully and quietly
hold and use the Software during the term of this Lease without hindrance.
- ATTORNEYS' FEES. In the event either the Lessor or Lessee is
required to retain the services of any attorney to enforce their rights under
this Trial Evaluation Agreement, and the same results in legal action being
filed, then the prevailing party shall be entitled to all reasonable and
necessary attorneys' fees, court costs and disbursements.
- ASSIGNMENTS. Neither Lessee nor Lessor shall assign any rights or
obligations herein with regard to this Lease without the written consent of the
- RISK OF LOSS. Lessee hereby assumes and shall bear the entire risk
of loss, theft, damage and destruction of the Software from any cause
whatsoever and no loss, theft, damage or destruction of the Software shall
relieve Lessee of any obligations under this Lease and this Lease shall
remain in full force and effect. Lessee shall promptly notify Lessor in writing
of any such loss, theft, damage or destruction of the Software.
- BINDING AGREEMENT. This Lease shall be binding upon the Lessee and
its heirs, legal representatives, successors and assigns and shall inure to the
benefit of the Lessor, its successors, legal representatives and assigns.
- GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE AND EXECUTED IN
DALLAS COUNTY, TEXAS AND SHALL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS.
- SEVERABILITY. If any provision hereof or any remedy herein provided
for is invalid under any applicable law, such provision shall be inapplicable
and deemed omitted. However, the remaining portions herein, including remaining
default remedies, shall be given full force and effect in accordance with the
intent of this document.
- NO OTHER AGREEMENTS. This instrument contains the entire agreement
between the parties hereto with respect to the subject matter contained herein.
no other agreements, written or unwritten, that shall bind the parties.
|Timberwolf Systems, Inc.