This Temporary Training & Proof of Concept License Agreement (“Agreement”) is entered into as of Jan, 2024 (the “Effective Date”) between ACCELQ Inc. (“ACCELQ”), with offices at 14241 Dallas Parkway, Suite 520, Dallas, Texas 75254 and Express Training Participant whose name and company of business for purposes of this Agreement is submitted via the form.
- DEFINITIONS
- “Software” means ACCELQ’s software products in object code form, including user documentation contained in the Software.“Software” means ACCELQ’s software products in object code form, including user documentation contained in the Software.
- GRANT OF LICENSE AND USE OF SOFTWARE
- Subject to the terms and conditions of this Agreement, ACCELQ grants to Licensee, free of charge, a two week, non-exclusive, limited license to use the Software solely for the purposes of training, internal demonstration, and for proof of concept. Licensee is strictly prohibited from using the Software for any commercial or production purpose, or any other purpose whatsoever including competition analysis. Licensee may permit its affiliates to use the Software for the purposes permitted hereunder; provided; however, that Licensee shall remain fully liable for such affiliates’ use of the Software and compliance with this Agreement. While ACCELQ may choose to provide maintenance or support for the Software, ACCELQ is not obligated to provide such maintenance or support.
- TITLE
- ACCELQ retains all right, title and interest in and to the Software and all copies, improvements, enhancements, modifications, and derivative works of the Software, including, without limitation, all patent, copyright, trade secret, trademarks and other intellectual property rights. Licensee shall not copy, make modifications to, translate, disassemble, decompile, reverse engineer, otherwise decode or alter, or create derivative works based on the Software. Except as otherwise provided, ACCELQ grants no express or implied rights under this license to any of ACCELQ’s patents, copyrights, trade secrets, trademarks or other intellectual property rights.
- TERM; TERMINATION
- This Agreement and Licensee’s license to use the Software will automatically terminate two (2) weeks after ACCELQ delivers the Software. ACCELQ may terminate this Agreement at any time upon written notice to Licensee. Upon any termination, Licensee shall immediately discontinue use of, and uninstall and destroy all copies of, the Software.
- NO WARRANTY
- ACCELQ IS PROVIDING THE SOFTWARE “AS IS”, AND ACCELQ DISCLAIMS (A) ANY AND ALL WARRANTIES (INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND STATUTORY WARRANTIES OF NON-INFRINGEMENT); AND (B) INDEMNIFICATION OBLIGATIONS OF ANY KIND WHATSOEVER.
- LIMITATION OF LIABILITY
- IN NO EVENT WILL ACCELQ BE LIABLE TO LICENSEE FOR (A) ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR (B) LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR SIMILAR DAMAGES OR LOSS, EVEN IF ACCELQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS LIMITED BY APPLICABLE LAW, AND REGARDLESS OF THE BASIS FOR LICENSEE’S CLAIM, ACCELQ’S MAXIMUM LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO ONE HUNDRED US DOLLARS (US$100). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- GENERAL
- This Agreement constitutes the entire agreement between the parties relating to use of the Software for training and proof of concept purposes and will supersede all previous oral and written agreements between the parties with respect to use of the Software for such purposes. Licensee may not assign or sublicense this Agreement or the Software. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, USA. Any suits concerning this Agreement will be brought in the federal courts for the Central District of Texas or the state courts in Dallas County, Texas, USA.
Export Restrictions.
Licensee acknowledges that the Software is subject to United States export controls under the U. S. Export Administration Act, including the Export Administration Regulations, 15 C.F.R. Parts 730 et seq. (collectively, “Export Control Laws”). Licensee agree to comply with all requirements of the Export Control Laws with respect to the Software. Without limiting the foregoing, Licensee shall not (a) export, re-export, divert or transfer the Software to any destination, company, or person restricted or prohibited by Export Control Laws; (b) disclose the Software to any national of any country when such disclosure is restricted or prohibited by the Export Control Laws; or (c) export or re-export the Software, directly or indirectly, for nuclear, missile, or chemical/biological weaponry end uses prohibited by the Export Control
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