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| Product Description
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Nexaweb Studio 2.0.x - License
Nexaweb Technologies, Inc. Evaluation License Agreement This Evaluation License Agreement ("Agreement") is made by and between Nexaweb Technologies, Inc. ("Nexaweb") and You, effective as of the date of the first installation of the Software by You. BY ACCESSING, USING, OR INSTALLING ALL OR ANY PART OF THE SOFTWARE, AS DEFINED BELOW, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY PART OF THIS AGREEMENT OR DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS, USE OR INSTALL ALL OR ANY PART OF THE SOFTWARE FOR ANY PURPOSE. 1. DEFINITIONS. "Software" means the object code form of the software product(s) provided herewith, and their associated Documentation. "Documentation" means all written and electronic information generally made available by Nexaweb to its customers relating to the operation and functionality of the Software, including user manuals, installation guides, and any "read me" or "help" files. 2. GRANT OF LICENCE. Nexaweb hereby grants You a limited, nonexclusive, nontransferable license to install and use the Software on any computer and make unlimited copies solely for evaluation and trial purposes. Except as expressly permitted by this Agreement, you may not (i) upload the Software to a bulletin board system or web site; (ii) distribute the Software commercially or otherwise; (iii) reverse engineer, decompile, disassemble, modify, or make any other attempt to access the source code of the Software, except and only to the extent that such activity is expressly permitted by applicable law; or (iv) rent, lease, sell or otherwise attempt to make any commercial gain through use or distribution of the Software. 3. TERM; TERMINATION. The Term of this Agreement shall commence as of the date of first installation of the Software by You and continue for a period of sixty (60) days, whereupon it shall automatically terminate. Nexaweb may earlier terminate this Agreement at any time. Immediately upon termination, expiration or cancellation of this Agreement for any reason, Your right to the Software hereunder shall cease, the license granted hereunder shall terminate, and You shall immediately discontinue any and all use of the Software. Upon termination, expiration or cancellation of this Agreement for any reason, within ten (10) days thereafter You shall either return to Nexaweb at Your expense, or destroy, all copies of the Software in Your possession or control. All provisions of this Agreement which by their nature are intended to survive the expiration or termination of this Agreement shall survive and remain in full force and effect, including but not limited to the restrictions and obligations set forth in sections 3, 4, 5, 6, 7, 8 and 9 hereof. 4. DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMEMENT OF INTELLECTUAL PROPERTY RIGHTS. NEXAWEB DOES NOT (A) WARRANT THAT THE SOFTWARE WILL BE BUG-FREE OR FREE FROM PROGRAM ERRORS, (B) MAKE ANY REPRESENTATIONS REGARDING THE SOFTWARE OR (C) MAKE ANY WARRANTY REGARDING THE USE OR INSTALLATION, OR THE RESULTS OF THE USE, OF THE SOFTWARE. YOU ARE SOLELY RESPONSIBLE FOR YOUR INSTALLATION AND USE OF THE SOFTWARE AND YOU DO SO AT YOUR SOLE RISK. 5. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL NEXAWEB BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE INSTALLATION, USE, OR INABILITY TO USE, THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, DISRUPTION OF BUSINESS, LOSS OF PROFITS, OR ANY OTHER MATTER RELATING TO YOUR USE OR INABILITY TO USE THE SOFTWARE) OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SUBJECT HEREOF, WHETHER ARISING UNDER THEORIES OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY, REGARDLESS OF WHETHER NEXAWEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NO OBLIGATION OR LIABILITY SHALL ARISE FROM NEXAWEB�S RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ADVICE OR SERVICE RELATED TO THE INSTALLATION OR CONFIGURATION OF THE SOFTWARE. SOME STATES AND JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND SO THE ABOVE LIMITS AND EXCLUSIONS MAY NOT APPLY TO YOU OR MAY BE LIMITED BY LAW. 6. ACKNOWLEDGMENT AND RESERVATION OF RIGHTS. You acknowledge and agree that Nexaweb owns all intellectual property and other proprietary rights in and to the Software including, without limitation, all trademarks, service marks and tradenames associated with the Software. Furthermore, You acknowledge and agree that this Agreement does not and shall not be construed to transfer to You any express or implied license to Nexaweb's intellectual property or other proprietary rights, except as expressly set forth herein. All rights not expressly granted herein are reserved to Nexaweb, including the right to make use of any and all trademarks, service marks and/or tradenames associated with the Software. 7. Governing Law and Forum Choice. This Agreement shall be construed as having been made in, and shall be governed in accordance with, the laws of the Commonwealth of Massachusetts, without regard to choice of law rules or conflict of law provisions. You agree that both venue and personal jurisdiction over You shall be proper in any state or federal court in Middlesex County, Massachusetts for purposes of any disputes arising out of or related in any way to this Agreement, and You hereby irrevocably consent to the jurisdiction of such courts. 8. Injunctive Relief. You acknowledge and agree that monetary damages alone would not be an adequate remedy in the event of a material breach by You of Your obligations under this Agreement and that, in such event, Nexaweb shall be entitled to seek injunctive relief to require You to comply with Your obligations hereunder. 9. GENERAL. This Agreement contains the entire agreement between the parties relating to the matters covered by it, superseding all other oral or written representations, understandings, proposals or other communications between the parties. This Agreement may be modified only by a written instrument signed by an authorized representative of each party. You shall not assign, sublicense or otherwise transfer all or any part of this Agreement without the prior written consent of Nexaweb. In the event that any provision of this Agreement is for any reason void or unenforceable in any respect, such provision shall be without effect to the extent of the voidness or unenforceability without affecting such provision in any other respect and without affecting any other provision. You shall not export or re-export the Software to any country, person, entity or end user subject to U.S. export restrictions.
© Copyright 2005, Nexaweb Technologies, Inc. One Charles Park Cambridge, MA 02142 Phone: (617) 577-8100