path: root/licenses/LICENSE-EVALUATION-US

EVALUATION LICENSE AGREEMENT
Agreement version 2.0

This Evaluation License Agreement ("Agreement") is a legal agreement between
Digia USA, Inc. ("Digia"), with its registered office at 32 W.  Loockerman
Street, Suite 201, City of Dover, County of Kent, Delaware 19904, U.S.A. and you
(either an individual or a legal entity) ("Licensee") for the Licensed Software
(as defined below).

1.	DEFINITIONS
"Affiliate" of a Party shall mean an entity (i) which is directly or indirectly
controlling such Party; (ii) which is under the same direct or indirect
ownership or control as such Party; or (iii) which is directly or indirectly
owned or controlled by such Party.  For these purposes, an entity shall be
treated as being controlled by another if that other entity has fifty percent
(50 %) or more of the votes in such entity, is able to direct its affairs and/or
to control the composition of its board of directors or equivalent body.

"Term" shall mean the period of time thirty (30) days from the later of (a) the
Effective Date; or (b) the date the Licensed Software was initially delivered to
Licensee by Digia.  If no specific Effective Date is set forth in the Agreement,
the Effective Date shall be deemed to be the date the Licensed Software was
initially delivered to Licensee.

"Licensed Software" shall mean the computer software, "online" or electronic
documentation, associated media and printed materials, including the source
code, example programs and the documentation delivered by Digia to Licensee in
conjunction with this Agreement. "Party or Parties" shall mean Licensee and/or
Digia.

2.	OWNERSHIP
The Licensed Software is protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties.  The
Licensed Software is licensed, not sold.

If Licensee provides any findings, proposals, suggestions or other feedback
("Feedback") to Digia regarding the Licensed Software, Digia shall own all
right, title and interest including the intellectual property rights in and to
such Feedback, excluding however any existing patent rights of Licensee.  To the
extent Licensee owns or controls any patents for such Feedback Licensee hereby
grants to Digia and its Affiliates, a worldwide, perpetual, non-transferable,
sublicensable, royalty-free license to (i) use, copy and modify Feedback and to
create derivative works thereof, (ii) to make (and have made), use, import,
sell, offer for sale, lease, dispose, offer for disposal or otherwise exploit
any products or services of Digia containing Feedback, and (iii) sublicense all
the foregoing rights to third party licensees and customers of Digia and/or its
Affiliates.

3.	VALIDITY OF THE AGREEMENT
By installing, copying, or otherwise using the Licensed Software, Licensee
agrees to be bound by the terms of this Agreement.  If Licensee does not agree
to the terms of this Agreement, Licensee may not install, copy, or otherwise use
the Licensed Software.  Upon Licensee's acceptance of the terms and conditions
of this Agreement, Digia grants Licensee the right to use the Licensed Software
in the manner provided below.

4.	LICENSES
4.1.	Using and Copying
Digia grants to Licensee a non-exclusive, non-transferable, time-limited license
to use and copy the Licensed Software for sole purpose of evaluating the
Licensed Software during the Term.

Licensee may install copies of the Licensed Software on an unlimited number of
computers provided that (a) if an individual, only such individual; or (b) if a
legal entity only its employees; use the Licensed Software for the authorized
purposes.

4.2	No Distribution or Modifications
Licensee may not disclose, modify, sell, market, commercialise, distribute,
loan, rent, lease, or license the Licensed Software or any copy of it or use the
Licensed Software for any purpose that is not expressly granted in this Section
4.  Licensee may not alter or remove any details of ownership, copyright,
trademark or other property right connected with the Licensed Software.
Licensee may not distribute any software statically or dynamically linked with
the Licensed Software.

4.3	No Technical Support
Digia has no obligation to furnish Licensee with any technical support
whatsoever.  Any such support is subject to separate agreement between the
Parties.

5.	THIRD PARTY SOFTWARE
The Licensed Software may provide links to third party libraries or code
(collectively "Third Party Software") to implement various functions.  Third
Party Software does not comprise part of the Licensed Software.  In some cases,
access to Third Party Software may be included along with the Licensed Software
delivery as a convenience for development and testing only.  Such source code
and libraries may be listed in the ".../src/3rdparty" source tree delivered with
the Licensed Software or documented in the Licensed Software where the Third
Party Software is used, as may be amended from time to time, do not comprise the
Licensed Software.  Licensee acknowledges (1) that some part of Third Party
Software may require additional licensing of copyright and patents from the
owners of such, and (2) that distribution of any of the Licensed Software
referencing any portion of a Third Party Software may require appropriate
licensing from such third parties.

6.	LIMITED WARRANTY AND WARRANTY DISCLAIMER
The Licensed Software is licensed to Licensee "as is".  To the maximum extent
permitted by applicable law, Digia on behalf of itself and its suppliers,
disclaims all warranties and conditions, either express or implied, including,
but not limited to, implied warranties of merchantability, fitness for a
particular purpose, title and non-infringement with regard to the Licensed
Software.

7.	LIMITATION OF LIABILITY 
If, Digia's warranty disclaimer notwithstanding, Digia is held liable to
Licensee, whether in contract, tort or any other legal theory, based on the
Licensed Software, Digia's entire liability to Licensee and Licensee's exclusive
remedy shall be, at Digia's option, either (A) return of the price Licensee paid
for the Licensed Software, or (B) repair or replacement of the Licensed
Software, provided Licensee returns to Digia all copies of the Licensed Software
as originally delivered to Licensee.  Digia shall not under any circumstances be
liable to Licensee based on failure of the Licensed Software if the failure
resulted from accident, abuse or misapplication, nor shall Digia under any
circumstances be liable for special damages, punitive or exemplary damages,
damages for loss of profits or interruption of business or for loss or
corruption of data.  Any award of damages from Digia to Licensee shall not
exceed the total amount Licensee has paid to Digia in connection with this
Agreement.

8.	CONFIDENTIALITY
Each party acknowledges that during the Term of this Agreement it shall have
access to information about the other party's business, business methods,
business plans, customers, business relations, technology, and other
information, including the terms of this Agreement, that is confidential and of
great value to the other party, and the value of which would be significantly
reduced if disclosed to third parties (the "Confidential Information").
Accordingly, when a party (the "Receiving Party") receives Confidential
Information from another party (the "Disclosing Party"), the Receiving Party
shall, and shall obligate its employees and agents and employees and agents of
its Affiliates to: (i) maintain the Confidential Information in strict
confidence; (ii) not disclose the Confidential Information to a third party
without the Disclosing Party's prior written approval; and (iii) not, directly
or indirectly, use the Confidential Information for any purpose other than for
exercising its rights and fulfilling its responsibilities pursuant to this
Agreement.  Each party shall take reasonable measures to protect the
Confidential Information of the other party, which measures shall not be less
than the measures taken by such party to protect its own confidential and
proprietary information.

"Confidential Information" shall not include information that (a) is or becomes
generally known to the public through no act or omission of the Receiving Party;
(b) was in the Receiving Party's lawful possession prior to the disclosure
hereunder and was not subject to limitations on disclosure or use; (c) is
developed by the Receiving Party without access to the Confidential Information
of the Disclosing Party or by persons who have not had access to the
Confidential Information of the Disclosing Party as proven by the written
records of the Receiving Party; (d) is lawfully disclosed to the Receiving Party
without restrictions, by a third party not under an obligation of
confidentiality; or (e) the Receiving Party is legally compelled to disclose the
information, in which case the Receiving Party shall assert the privileged and
confidential nature of the information and cooperate fully with the Disclosing
Party to protect against and prevent disclosure of any Confidential Information
and to limit the scope of disclosure and the dissemination of disclosed
Confidential Information by all legally available means.

The obligations of the Receiving Party under this Section shall continue during
the Initial Term and for a period of five (5) years after expiration or
termination of this Agreement.  To the extent that the terms of the
Non-Disclosure Agreement between Digia and Licensee conflict with the terms of
this Section 8, this Section 8 shall be controlling over the terms of the
Non-Disclosure Agreement.

9.	GENERAL PROVISIONS
9.1	No Assignment
Licensee shall not be entitled to assign or transfer all or any of its rights,
benefits and obligations under this Agreement without the prior written consent
of Digia, which shall not be unreasonably withheld.  For the avoidance of doubt,
Digia's right to assign or transfer the Agreement, in whole or in part, shall be
unrestricted.

9.2 	Termination
Digia may terminate the Agreement at any time immediately upon written notice by
Digia to Licensee if Licensee breaches this Agreement.

Upon termination of this Agreement, Licensee shall return to Digia all copies of
Licensed Software that were supplied by Digia.  All other copies of Licensed
Software in the possession or control of Licensee must be erased or destroyed.
An officer of Licensee must promptly deliver to Digia a written confirmation
that this has occurred.

9.3	Surviving Sections 
Any terms and conditions that by their nature or otherwise reasonably should
survive a cancellation or termination of this Agreement shall also be deemed to
survive.  Such terms and conditions include, but are not limited to the
following Sections: 2, 5, 6, 7, 8, 9.2, 9.3, 9.4, 9.5, 9.6, 9.7, and 9.8 of this
Agreement.

9.4	Entire Agreement 
This Agreement constitutes the complete agreement between the parties and
supersedes all prior or contemporaneous discussions, representations, and
proposals, written or oral, with respect to the subject matters discussed
herein, with the exception of the non-disclosure agreement executed by the
parties in connection with this Agreement ("Non-Disclosure Agreement"), if any,
shall be subject to Section 8.  No modification of this Agreement shall be
effective unless contained in a writing executed by an authorized representative
of each party.  No term or condition contained in Licensee's purchase order
shall apply unless expressly accepted by Digia in writing.  If any provision of
the Agreement is found void or unenforceable, the remainder shall remain valid
and enforceable according to its terms.  If any remedy provided is determined to
have failed for its essential purpose, all limitations of liability and
exclusions of damages set forth in this Agreement shall remain in effect.
	
9.5. Notices
Any notice given by one party to the other shall be deemed properly given and
deemed received if specifically acknowledged by the receiving party in writing
or when successfully delivered to the recipient by hand, fax, or special courier
during normal business hours on a business day to the addresses specified below.
Each communication and document made or delivered by one party to the other
party pursuant to this Agreement shall be in the English language or accompanied
by a translation thereof.

Notices to Digia shall be given to: 

Digia USA Inc
Suite 203 
2880 Zanker Road 
San Jose 
CA 95134 
U.S.A
Fax. + 1 408 433 9360

9.6	Export Control
Licensee acknowledges that the Licensed Software may be subject to export
control restrictions of various countries.  Licensee shall fully comply with all
applicable export license restrictions and requirements as well as with all laws
and regulations relating to the importation of the Licensed Software and shall
procure all necessary governmental authorizations, including without limitation,
all necessary licenses, approvals, permissions or consents, where necessary for
the re-exportation of the Licensed Software.,

9.7	Governing Law and Legal Venue
This Agreement shall be governed by and construed in accordance with the federal
laws of the United States of America and the internal laws of the State of New
York without given effect to any choice of law rule that would result in the
application of the laws of any other jurisdiction.  The United Nations
Convention on Contracts for the International Sale of Goods (CISG) shall not
apply.  Each Party (a) hereby irrevocably submits itself to and consents to the
jurisdiction of the United States District Court for the Southern District of
New York (or if such court lacks jurisdiction, the state courts of the State of
New York) for the purposes of any action, claim, suit or proceeding between the
Parties in connection with any controversy, claim, or dispute arising out of or
relating to this Agreement; and (b) hereby waives, and agrees not to assert by
way of motion, as a defence or otherwise, in any such action, claim, suit or
proceeding, any claim that is not personally subject to the jurisdiction of such
court(s), that the action, claim, suit or proceeding is brought in an
inconvenient forum or that the venue of the action, claim, suit or proceeding is
improper.  Notwithstanding the foregoing, nothing in this Section 9.6 is
intended to, or shall be deemed to, constitute a submission or consent to, or
selection of, jurisdiction, forum or venue for any action for patent
infringement, whether or not such action relates to this Agreement.

9.8	No Implied License
There are no implied licenses or other implied rights granted under this
Agreement, and all rights, save for those expressly granted hereunder, shall
remain with Digia and its licensors.  In addition, no licenses or immunities are
granted to the combination of the Licensed Software with any other software or
hardware not delivered by Digia under this Agreement.

9.9	Government End Users 
 A "U.S.  Government End User" shall mean any agency or entity of the government
 of the United States.  The following shall apply if Licensee is a U.S.
 Government End User.  The Licensed Software is a "commercial item," as that
 term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial
 computer software" and "commercial computer software documentation," as such
 terms are used in 48 C.F.R. 12.212 (Sept. 1995).  Consistent with 48 C.F.R.
 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S.
 Government End Users acquire the Licensed Software with only those rights set
 forth herein.  The Licensed Software (including related documentation) is
 provided to U.S.  Government End Users: (a) only as a commercial end item; and
 (b) only pursuant to this Agreement.



EVALUATION LICENSE AGREEMENT

DIGIA USA INC. | SUITE 203 | 2880 ZANKER ROAD | SAN JOSE | CA 95134 | U.S.A. |
FAX + 1 408 433 9360
PLACE OF REGISTERED OFFICE: DELAWARE | WWW.DIGIA.COM