This License Agreement (“Agreement”) is by and between the company accepting the terms of this Agreement (“Licensee”) and United Silicon Carbide, Inc. (“Licensor”). By running, using or accessing the Software, you are binding the Licensee. You represent that you have the authority to bind the Licensee. Permission to access and use the Software, is conditional upon you agreeing to the terms set out below. By using the Software, clicking “I Accept” at the end of this Agreement or otherwise electronically signing this Agreement, you will be deemed to have accepted the following terms and conditions on behalf of Licensee. If you do not wish to accept the terms, you must not click “I Accept” or otherwise sign the Agreement and you may not use the Software.
"Software" means (i) the specific products/tools provided by Licensor; (ii) any documentation that describes the product and its operation; and (iii) any updated files that Licensor may deliver to Licensee from time to time to correct or enhance the software’s operation, functionality or use.
2. NO WARRANTY.
The Software is being provided "as is" and without warranty of any kind. licensor disclaims all warranties, conditions, and representations, express or implied, including implied warranties, conditions or representations of merchantability, fitness for a particular purpose, and noninfringement. Any and all user-generated results from use of the Software are provided “as is”. User is fully responsible for any and all use of the results provided. Such results are estimates only and such results are not a guarantee, representation, or warranty of any specific capabilities or performance. Licensor shall have no liability for use of such results.
3. LIMITATION OF LIABILITY.
In no event will licensor be liable to licensee or to any third party for damages of any kind, including, without limitation, direct, special, incidental, punitive or consequential damages (including loss of use, data, business, or profits) arising out of or in connection with this agreement or the installation or use of or inability to use the software or for any error or defect in the software.
4. LIMITED RIGHTS.
Licensee has the following limited rights regarding the Software: (i) Licensor grants Licensee the right to run the Software to perform simulations of Licensor’s products operating in connection with Licensee’s product for the sole purpose of evaluating its capabilities and considering a potential purchase of Licensor’s products; and (ii) Licensee may share the results of the operation of the Software only with its employees who need to know for the purpose of evaluating the Software as described in (i) above.
5. NO OTHER RIGHTS.
Licensee does not have any rights in the Software other than those expressly set out in Section 2 above. Licensor reserves all rights and licenses in and to the Software not expressly granted. Licensor may terminate this Agreement immediately upon written notice in the event Licensee has breached the terms of this Agreement.
The rights granted in Section 2 above are conditional upon Licensee complying with the following obligations: (i) Licensee will not use the Software for any purpose other than the purpose of evaluating UnitedSiC products and their performance; (ii) Licensee will not make copies of the Software; (iii) Licensee will not make modifications to the Software; (iv) Licensee has no right to and will not transfer, lease, lend or rent the Software, use them to provide service bureau, time-sharing or other computer services, or otherwise provide or make the functionality thereof available to third parties; (v) Licensee will not disassemble, decompile, reverse engineer, modify, or create derivative works of the Software, nor permit any third party to do so, except to the extent such restrictions are prohibited by law; (vi) Licensee will not disclose to any third party any comparison of the results of operation of Licensor’s products with other products; (vii) Licensee will not delete or alter the copyright, trademark, and other proprietary rights notices appearing on the Software as delivered by Licensor to Licensee; and (viii) Licensee will ensure that any of its employees with whom Licensee has shared information about the Software and results obtained from operating the Software all comply with the obligations set out in this Agreement.
7. NO MAINTENANCE OR SUPPORT
Licensor has no obligation to provide maintenance or support services in connection with the Software.
Licensee agrees to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to ensure that neither the Software, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of Export Laws; or (b) used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.
Licensee has no right to assign this Agreement. This Agreement is governed by the laws of New Jersey. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding the download and evaluation of the Software by Licensee and supersedes all prior or contemporaneous