“WaveMaker” : WaveMaker, Inc., 1975 W. EI Camino Real #301, Mountain View, CA 94040, United States
“Company” : Company accepting the Terms of this Agreement
“Effective Date” : Start Date of Agreement
“End Date” : 30 days from Effective Date
This Evaluation License Agreement (“Agreement”) is effective on the “Effective Date” (as above), by and between the “Company” (as above) and “WaveMaker” (as above).
WHEREAS, WaveMaker is the owner and provider of certain Licensed Materials defined in Section 1 below;
WHEREAS, Company wishes to evaluate the Licensed Materials for their feasibility of use by Company;
WHEREAS, WaveMaker agrees to provide the Licensed Materials to Company for such evaluation purposes under the following terms and conditions.
NOW, THEREFORE, in consideration of the promises, and of the obligations herein made and undertaken, the parties hereto do hereby covenant and agree as follows
For the purposes of this Agreement, the definitions set forth in this section shall apply to the respective terms below:
1.1. “Company Product” mean any products, services or technology that belong to the Company or are licensed from third parties by the Company, including any future versions or derivatives of the same, whether tested, used, created, run or deployed using the Licensed Materials or otherwise.
1.2. “Licensed Materials” means the software, services and materials described on one or more Exhibit A to be furnished by WaveMaker as reasonably necessary for Company to use and evaluate under the terms of this Agreement. Licensed Materials may be delivered ormade available on any or all current or future delivery methods, mediums and platforms now known or later developed, including, but not limited to, as a web hosted application or service, tablet or mobile application, or by means of electronic download.
1.3. “Viral Open Source Software” shall mean software licensed under the GNU or any other license terms that could impose any condition or requirement on Company with respect to the use, disclosure or exploitation of any Company Product.
8.1 Ownership. It is expressly understood by Company and agreed that, as between WaveMaker and Company, except for the licenses granted under this Agreement, all right, title, and interest in and to the Licensed Materials vests solely and exclusively in WaveMaker.
8.2 Further, WaveMaker acknowledges and agrees that as between the parties, the Company Products belong exclusively to Company and that no Company Product shall be deemed to be part of the Licensed Materials.
8.3 Proprietary Notices. Company shall not remove or mask, and shall include in any copies any copyright or other notices included in the Licensed Materials delivered to Company.
9.1 Term. This Agreement shall continue in effect from the Effective Date till the End Date, unless otherwise mutually extended in writing or through electronic communication from WaveMaker.
9.2 Termination Without Cause. This Agreement may be terminated by WaveMaker at any time upon seven (7) days written notice or through electronic communication from WaveMaker to the Company.
9.3 Effect of Termination. Upon termination or expiration of this Agreement, the Licenses (Section 3) granted to Company under this Agreement shall be terminated and Company shall delete all the copies of Licensed Material in its possession and shall cease using the Licensed Material.
9.4 Survival. Sections 5 (Representations and Warranties), 6 (Indemnification), 7 (LIMITATION OF LIABILITY), 8 (Ownership), 9.3 (Effect of Termination), 10 (Confidentiality), 11 (Miscellaneous) shall survive termination of this Agreement.
10.2 Confidentiality Obligations. Recipient will not reproduce, use, disseminate, or disclose CI to any person or entity, except to its employees and authorized representatives (i.e., temporary employees, consultants, and contractors) who need to know the CI to further the purpose of this Agreement and are bound by confidentiality obligations at least as restrictive as in this Agreement before having access to the CI. Recipient is responsible for any breach of this Agreement by any of its representatives. Recipient will not modify, reverse engineer, create other works from, or disassemble any software programs contained in the CI without Discloser’s prior written consent. Recipient will treat all CI with at least the same degree of care as it treats its own information of similar sensitivity, but never with less than reasonable care. Recipient may disclose CI
10.4 General. Except as otherwise expressly provided in this Agreement, all CI is provided “AS IS” and all warranties, express, implied, or otherwise are disclaimed. Any attempt to transfer all or part of a party’s rights or obligations under this Agreement without the prior written consent of the other party will be null and void. The parties will comply with all applicable export laws and regulations in their use and disclosure of CI.
|Effective Date||WaveMaker Enterprise (WME) software with following|
-5 applications (Company Products)
2. DELIVERY OF LICENSED MATERIALS
Software provided as a VM image and License Key transmitted separately. No additional or special infrastructure (hardware or software) requirements other than that recommended by WaveMaker for the standard product.
Template: 142-0000 Evaluation License Agreement