EXTREME MESSAGING CORPORATION
TRIAL LICENSE AGREEMENT
This agreement, is between Extreme Messaging Corporation (“Extreme Messaging”), and (“Licensee”).
Whereas Extreme Messaging owns a proprietary computer Software product known as “ResponseMaster,” ® referred to as “Software,” and Licensee desires to license and to use the Software and Extreme Messaging desires to make the Software available to licensee in accordance with the terms and conditions set forth in this agreement; and
In consideration of the above recitals and the covenants contained in this lease, the parties agree as follows:
1. GRANT OF LICENSE:
- (A) Extreme Messaging grants Licensee a nontransferable, nonexclusive, limited license to use the Software which is described in Exhibit A, attached to and made a part of this agreement, subject to the terms and conditions of this agreement. This License is further subject to the Software License Agreement Terms and Conditions attached to and made a part of this agreement as Exhibit B.(B) The Software will be configured to run with no more than the cumulative number of threads stated in Exhibit A. The software may not be used for processing production messages. This software can only be used in a test or evaluation environment unless explicit permission is provided by the Extreme Messaging.
(C) Licensee may use the Extreme Messaging mail bounce system to process any email originated by licensee but may not use it to process any email not originated by licensee.
(D) The Software will be configured to run against no more than 2 email mailboxes.
(E) The duration of this trial License is for 30 days from the effective date of this agreement. Upon termination of this agreement Licensee will no longer execute the Extreme Messaging software, return all copies of the software, erase all backup copies of the software and return all documentation.
2. SPECIAL SUBLICENSE PROVISIONS: The Software provided by Extreme Messaging to Licensee incorporates non-Extreme Messaging proprietary Software on a sublicense basis including Software from Sun Microsystems, Inc., and The Cryptix Foundation Extreme Messaging assumes no responsibility or obligation for the operation, maintenance, upgrade, or performance of such sublicensed Software.
3. GOVERNING LAW: This agreement shall be construed and the legal relation between the parties determined in accordance with the laws of the Commonwealth of Virginia.
4. WAIVER: The waiver, modification, or failure to insist by Extreme Messaging on any term or condition of this agreement or its attached Exhibits shall not void, waive, or modify any of the other terms or conditions, nor be construed as a waiver or relinquishment of Extreme Messaging’s further right to performance of any such term or terms.
5. ASSIGNMENT: This agreement shall be binding on and shall inure solely to the benefit of the parties and their respective successors, and permitted assignees. Licensee shall not assign this agreement or any rights or obligations under the agreement without first obtaining the prior written consent of Extreme Messaging, which consent shall not be unreasonably withheld.
6. RELATIONSHIP OF PARTIES: Each party is an independent contractor and not an agent, partner, or joint venture with the other party for any purpose. Neither party by virtue of this agreement shall have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other party.
7. SEVERABILITY: If any provision or part of this agreement shall be declared illegal, void or unenforceable, the remaining provisions shall continue in full force and effect.
8. ENTIRE AGREEMENT AND ACKNOWLEDGMENT: The parties acknowledge that this agreement has been read and understood that it represents the entire agreement and understanding of the parties, and supersedes all prior agreements, communications, or understandings, whether oral or written. This agreement may only be changed or amended in writing signed by both parties.
9. NOTICES: All notices required by or related to this agreement shall be in writing and sent to the parties at the addresses below by any means that will require a written acknowledgment of receipt by the receiving party:
For: Extreme Messaging: 10402 Trumpeter Court, Vienna, VA 22182
For: (“Licensee”)
10.SECTION HEADINGS: The section headings contained in this agreement are inserted only as a matter of convenience, in no way define, limit, or describe the scope or intent of this agreement and do not in any way affect its provisions.
EXHIBIT A
EXTREME MESSAGING CORPORATION
SOFTWARE DESCRIPTION
Software and Products: $0
1. ResponseMaster Software
2. ResponseMaster Documentation
3. Initial Release of Categorization Rules
EXHIBIT B
EXTREME MESSAGING CORPORATION
TRIAL SOFTWARE LICENSE AGREEMENT, TERMS AND CONDITIONS
PLEASE READ CAREFULLY
1. GRANT OF LICENSE: You, (“Licensee”), are granted a trial license to use this Extreme Messaging Corporation (“Extreme Messaging”) Software (“Software”) and related user manuals (“Documentation”). The Software is the property of Extreme Messaging and/or its licensors, is protected by intellectual property laws, and is provided to Licensee only under the license terms set forth below. This license does not transfer title to the intellectual property contained in the Software. Extreme Messaging reserves all rights not expressly granted herein. Opening the package and/or using the Software indicates licensee’s acceptance of these terms.
2. TITLE AND PROPRIETARY RIGHTS: Licensee acknowledges and agrees that the Software and all related data, whether oral or written, and furnished under this license constitute a valuable asset and trade secret of Extreme Messaging, is proprietary to Extreme Messaging and/or its licensors, is provided for Licensee’s exclusive use for the purposes of this license will be held in confidence, and is protected under the laws of the United States and other countries. Licensee further acknowledges and agrees that all rights, title and interest in and to the Software, including intellectual property rights, are and shall remain with Extreme Messaging and/or its licensors. Licensee covenants and agrees not to duplicate or disclose any information provided relative to the Software in whole or in part, or for the use of others, and to protect such information in the same fashion as it protects its own proprietary or confidential information. Licensee will not remove any designation mark from any supplied materials that identifies such materials as belonging to or developed by Extreme Messaging. Unauthorized reproduction or distribution is subject to civil and criminal penalties.
3. USE OF THE SOFTWARE :
- (A) Extreme Messaging grants Licensee the non-exclusive limited right to use the Software and Documentation included in the package with this License, subject to the terms and conditions of this License. Licensee agrees that the Software will be configured to run with no more than the total number of threads and mailboxes stated in Exhibit A.(B) The number of threads of the software that may be used for development and verification purposes are as stated in Exhibit A.
(C) Licensee agrees to provide methods and procedures to prevent use of the Software, by anyone other than Licensee.
(D) Licensee may not use, transfer, assign, export or in any way permit the Software to be used outside the country of purchase, unless authorized in writing by Extreme Messaging. Except as expressly provided in this license, Licensee may not modify, reverse engineer, decompile, disassemble, distribute, sub license, sell, rent, lease, give or in any way transfer the Software, by any means or in any medium, including telecommunications. Licensee will use its best efforts and take all reasonable steps to protect the Software from unauthorized use, copying or dissemination, and will retain all proprietary notices intact.
(E) Licensee is not restricted from providing copies of the user documentation to other officers or employees of Licensee.
4. EXPORT REGULATIONS: All Software and technical data delivered under this license are subject to US export control laws and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such laws and regulations and acknowledge that licensee has the responsibility to obtain such licenses to export, reexport, or import as may be required after delivery to licensee.
5. GOVERNMENT USERS: With respect to any acquisition of the Software by or for any unit or agency of the United States Government, the Software shall be classified as “commercial computer Software,” as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the “FAR”) and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the “DFARS”). If the Software is supplied for use by DoD, the Software is delivered subject to the terms of this license and either (i) in accordance with DFARS 227.7202 1(a) and 227.7202 3(a), or (ii) with restricted rights in accordance with DFARS 252.227 7013(c)(1)(ii) (OCT 1988), as applicable. If the Software is supplied for use by a Federal agency other than DoD, the Software is restricted computer Software delivered subject to the terms of this License, and: (i) FAR 12.212(a); (ii) FAR 52.227 19; or (iii) FAR 52.227 14(ALT III), as applicable.
6. NOTE ON JAVA SUPPORT: This Software contains support for programs written in JAVA.JAVA technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of JAVA technology could lead directly to death, personal injury, or severe physical or environmental damage.(Extreme Messaging is required by Agreement with Sun Microsystems Inc. to include this statement) .
7. NOTE ON CRYPTIX FOUNDATION SUPPORT: The security code used in this Software is provided by the Cryptix Foundation Limited and its contributors under copyright, “as is”, and any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. In no event shall the Cryptix Foundation Limited or contributors be liable for any direct, indirect, incidental, special, exemplary, or on sequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this software, even if advised of the possibility of such damage. (Extreme Messaging is required by Agreement with Cryptix to include this statement).
8. NOTE ON MIRROR WORLDS TECHNOLOGIES SUPPORT: The code used to parse a Microsoft rich text email attachment is provided by Mirror Worlds Technologies, Inc.This software and documentation is provided “as is,” and copyright holders make no representations or warranties, express or implied, including but not limited to, warranties of merchantability or fitness for any particular purpose or that the use of the software or documentation will not infringe any third party patents, copyrights, trademarks or other rights. Copyright holders will not be liable for any direct, indirect, special or consequential damages arising out of any use of the software or documentation. “Copyright © Mirror Worlds Technologies, Inc. All Rights Reserved. http://www.mirrorworlds.com“. (Extreme Messaging is required by Agreement with Mirror Worlds to include this statement).
9. NOTE ON jCharts SUPPORT: jCharts Copyright Notice: jCharts is used for creation of all charts and diagrams. Copyright 2002 (C) Nathaniel G. Auvil. All Rights Reserved. Redistribution and use of this software and associated documentation (“Software”), with or without modification, are permitted provided that the following conditions are met:
- a) Redistributions of source code must retain copyright statements and notices. Redistributions must also contain a copy of this document.b) Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
c) The name “jCharts” or “Nathaniel G. Auvil” must not be used to endorse or promote products derived from this Software without prior written permission of Nathaniel G. Auvil. For written permission, please contact nathaniel_auvil@users.sourceforge.net.
d) Products derived from this Software may not be called “jCharts” nor may “jCharts” appear in their names without prior written permission of Nathaniel G. Auvil. jCharts is a registered trademark of Nathaniel G. Auvil.
e) Due credit should be given to the jCharts Project (http://jcharts.krysalis.org).
f) THIS SOFTWARE IS PROVIDED BY Nathaniel G. Auvil AND CONTRIBUTORS “AS IS” AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL jCharts OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE
10. LIMITED WARRANTY AND REMEDY: Extreme Messaging warrants the Software media to be free of defects in workmanship for a period of thirty (30) days from purchase. During this period, Extreme Messaging will replace at no cost any such media returned to Extreme Messaging, postage prepaid. This service is Extreme Messaging’s sole liability under this warranty. EXTREME MESSAGING DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE.IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DELIVERY OF THE SOFTWARE.
11.LIMITATION OF LIABILITY:LICENSEE ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE. IN NO EVENT WILL EXTREME MESSAGING BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR PUNITIVE INCLUDING BUT NOT LIMITED TO, LOSS OF USE, DATA, REVENUES OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE USE, OPERATION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT EXTREME MESSAGING OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE. IN NO EVENT SHALL EXTREME MESSAGING BE LIABLE TO LICENSEE FOR AMOUNTS IN EXCESS OF PURCHASE PRICE PAID FOR THE SOFTWARE.
12. TERM AND TERMINATION: This License shall be effective upon Licensee’s acceptance of this License and shall continue for 30 days from the effective date of this agreement or until terminated by mutual consent, or by election of either Licensee or Extreme Messaging in case of the other’s unremediated material breach. In case of any termination of this License, Licensee will immediately return to Extreme Messaging the Software and all documentation that Licensee has obtained under this License and will certify in writing that all copies of the Software have been returned or erased from the memory of its computer or made non readable.
13. SEVERABILITY AND INTEGRATION: This license is the complete and exclusive statement of the parties’ agreement . Should any provision of this License be held to be invalid by any court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remainder of the License shall nonetheless remain in full force and effect.
