TECHNOLOGY PREVIEW SOFTWARE LICENSE AGREEMENT
This TECHNOLOGY PREVIEW Software License Agreement (Agreement) is between PHOESION LIMITED a Cyprus limited liability company
(Phoesion) and you, the entity or individual entering into this Agreement (User). The Phoesion software and documentation provided to User
(Software) are licensed and are not sold. This Agreement is part of a package that includes Phoesion Software and certain electronic and/or
written materials. This Agreement covers your permitted download, installation and use of the Phoesion licensed materials and the Phoesion
Software. BY "INSTALLING" THE SOFTWARE YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ ALL OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. If you do not agree with the terms
of this Agreement, you may not, install or use the Phoesion licensed materials or the Phoesion Software.
1. SCOPE:
• This Agreement describes the licensing of the Software provided to User on a non-commercial basis.
• If User desires to use the Software on a commercial basis, it must separately purchase a commercial-use license from Phoesion.
2. LICENSE: Subject to the other terms of this Agreement, Phoesion grants User a perpetual, free-of-charge, non-exclusive, non-transferable,
non-commercial license to:
a. Use the Software only (i) in an educational institution environment, (ii) in a personal capacity, or (iii) for non-commercial, evaluation
purposes in User’s internal business operations, subject to Section 3 (a) below;
b. Make derivative works of the source code snippets provided with the Software, and to operate and distribute such derivative works,
but only when combined with Phoesion Software.
c. Make copies of the Software for archival and backup purposes.
3. RESTRICTIONS: User is specifically prohibited from:
a. Transferring, assigning, sublicensing, or renting the Software or using it in any type of software service provider or outsourcing
environment where the functionality of the Software is provided to a third party;
b. Causing or permitting the reverse engineering, decompiling, disassembly, or translation of the Software to discover the source code
or create a functional equivalent; or
c. Evaluating or using, or facilitating the evaluation or use, of the Software for the purpose of competing with Phoesion.
Phoesion reserves all rights not expressly granted.
4. PROPRIETARY RIGHTS AND MUTUAL CONFIDENTIALITY:
a. Proprietary Rights: The Software, workflow processes, user interface, designs, know-how and other technologies provided by
Phoesion as part of the Software are the proprietary property of Phoesion and its licensors, and all right, title and interest in and to
such items, including all associated intellectual property rights, remain only with Phoesion and its licensors. The Software is protected
by applicable copyright and other intellectual property laws. User may not remove any product identification, copyright, tra demark
or other notice from the Software. Third party contractors of User may use or access the Software, but User will be liable for any
breaches of this Agreement by such contractors.
b. Mutual Confidentiality: Recipient may not disclose Confidential Information of Discloser to any third party or use the Confidential
Information in violation of this Agreement.
Confidential Information means all information that is disclosed to the recipient (Recipient) by the discloser (Discloser), and
includes, among other things:
• any and all information relating to products or services provided by a Discloser, software code, flow charts, techniques,
specifications, development and marketing plans, strategies, and forecasts;
• as to Phoesion the Software and the terms of this Agreement.
Confidential Information excludes information that:
• was rightfully in Recipient's possession without any obligation of confidentiality before receipt from the Discloser;
• is or becomes a matter of public knowledge through no fault of Recipient;
• is rightfully received by Recipient from a third party without violation of a duty of confidentiality; or is independently
developed by or for Recipient without use or access to the Confidential Information.
Recipient may disclose Confidential Information if required by law, but it will attempt to provide notice to the Discloser in advance
so it may seek a protective order. Each party acknowledges that any misuse of the other party’s Confidential Information may cause
irreparable harm for which there is no adequate remedy at law. Either party may seek immediate injunctive relief in such event.
5. DISCLAIMER OF WARRANTIES: THE SOFTWARE IS PROVIDED AS-IS. PHOESION DISCLAIMS ALL OTHER EXPRESS AND IMPLIED
WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. USER UNDERSTANDS THAT THE SOFTWARE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
6. TERMINATION: Either party may terminate this agreement immediately upon a material breach of the other party. Upon termination of
this agreement, User must discontinue using the Software, de-install and destroy or return the Software and all copies, within 5 days.
Upon Phoesion's request, User will provide written certification of such compliance.
7. LIMITATION OF LIABILITY: EXCEPT WHERE THIS EXCLUSION OR RESTRICTION OF LIABILITY WOULD BE VOID OR INEFFECTIVE
UNDER APPLICABLE STATUTE OR REGULATION, IN NO EVENT SHALL PHOESION OR ITS LICENSORS BE LIABLE FOR INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS) WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER LEGAL THEORY, EVEN IF PHOESION OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL PHOESION OR ITS LICENSORS' LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY
USER FOR THE PHOESION SOFTWARE OR SERVICE GIVING RISE TO THE CLAIM. IN THE EVENT THAT NO AMOUNT WAS PAID,
PHOESION SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER.
8. CONTROLING LAW: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF CYPRUS, EXCLUDING CHOICE
OF LAW RULES.
9. SUPPORT: No dedicated technical support is provided with the Software. An "Enterprise License" with support package is available for
purchase separately.
10. THIRD-PARTY SOFTWARE: The Software includes other tools and libraries provided by third-parties. License terms for these utilities
are described in the Notices.txt file in the installation directory.
11. DATA COLLECTION AND PRIVACY POLICY : On startup, the Software anonymously checks for new versions and collects anonymous
data about your system configuration and use of the Software to help improve future versions of the Software. Phoesion may collect data
related to usage statistics, identifying trends and bugs, activity information, and may track other data related to your use of the Software.
Phoesion does not sell or rent User’s personal information to third parties. Phoesion does, however, share User’s information with third
parties that provide services on Phoesion’s behalf or with whom Phoesion has partnered to offer a particular product or service. By use
of the Software, you authorize the collection, use and disclosure of all data for the purposes provided for herein and/or in the Phoesion’s
Privacy Policy.
12. OTHER TERMS:
a. Entire Agreement: This document contains the entire Agreement relating to this subject matter and supersedes all prior or
contemporaneous agreements, written or oral, between the parties. Any terms or conditions appearing on any purchase order issued
by User that add to or conflict with this Agreement will not be effective unless an authorized representative of Phoesion specifically
agrees to them in writing. This Agreement may not be modified except by written document signed by an authorized representative
of each party. The terms of this Agreement, including without limitation, the licensing and assignment provisions shall be binding
upon User's heirs, successors in interest and assigns. The provisions of this section shall survive the termination or expiration of this
Agreement.
b. Assignment, Transfer and Relocation : User may not relocate, sublicense, assign or otherwise transfer this Agreement, or the
licenses, rights and duties under it, whether by operation of law or otherwise ("attempted transfer") without Phoesion's prior written
consent. Any attempted transfer without Phoesion's prior written consent shall be a material breach of this Agreement.
c. Independent Contractors: The parties are independent contractors with respect to each other.
d. Enforceability: If any term of this Agreement is invalid or unenforceable, the other terms remain in effect.
e. Survival of Terms and Force Majeure: All terms that by their nature survive termination or expiration of this Agreement, will
survive. Neither party is liable for force majeure events.
f. Audit. User shall keep all necessary accounting records for purposes of determining compliance with its obligations under this
Agreement. Phoesion or its representative shall have the right to audit, by prior appointment, during normal business hours and not
more frequently than once per year, User's relevant records and accounts that may contain information regarding User's exercise of
its rights and the performance of its obligations under this Agreement. Any information so revealed to Phoesion shall be kept in
confidence and used solely for the purpose of verifying User's compliance with this Agreement. The rights and obligations of this
section shall survive the expiration or termination of this Agreement.
g. Export Compliance: Portions of the Software contain encryption technology. User must comply with all applicable export control
laws of Cyprus, foreign jurisdictions and other applicable laws and regulations. Specifically, User covenants that it shall not, directly
or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Software (including products derived from or based
on such technology) to any other person, entity or destination prohibited by the laws or regulations of Cyprus, without obtaining
prior authorization from the applicable government authority.
h. Restricted Rights Notice: Software was developed entirely at private expense. All Software is commercial computer software
within the meaning of the applicable acquisition regulations. Use, duplication, and disclosure of the Software by or for a Government
or a Government subcontractor is subject solely to the terms and conditions set forth in this Agreement, except for provisions which
are contrary to applicable mandatory federal laws.