RAZORSPEED EVALUATION AGREEMENT


IMPORTANT, READ CAREFULLY. THIS RAZORSPEED LLC SOFTWARE AND SERVICES EVALUATION AGREEMENT (THE "AGREEMENT") IS A BINDING CONTRACT BETWEEN YOU, THE END-USER (THE "CUSTOMER") AND RAZORSPEED LLC ("RAZORSPEED"), EXCEPT TO THE EXTENT YOU ARE BOUND BY A NEW AGREEMENT AGREED BY BOTH YOU AND RAZORSPEED REGARDING TO THE USE AND LICENSE OF THIS SOFTWARE PRODUCT AND/OR ONLINE SERVICES. BY INSTALLING OR USING THIS SOFTWARE PRODUCT OR USING RAZORSPEED ONLINE SERVICES, YOU, THE CUSTOMER, ARE AGREEING TO BE BOUND BY THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT, WHICH INCLUDES, BUT IS NOT LIMITED TO, THE PRODUCT AND SERVICES USAGE LICENSE, THE DISCLAIMER OF WARRANTY, AND LIMITATION OF RAZORSPEED’S LIABILITY.

1. Right to Use: Subject to the terms and conditions of this Agreement, RazorSpeed grants Customer a nonexclusive, nontrans­ferable license to use the RazorSpeed software products(s) and online service(s) ("Software and Services"), including all supporting documentation only for the purpose of evaluation by Customer, and only during the Evaluation Period. For RazorSpeed software products, the evaluation period will begin upon your receipt of the Software and will continue for 30 days. For RazorSpeed online services, RazorSpeed reserves the right to cancel its service to you at any time at its own sole descretion unless such services are governed by separate agreements.

2. RazorSpeed Proprietary Rights: You acknowledge and agree that RazorSpeed owns all legal right, title and interest in and to the Software and Services, including any intellectual property rights which subsist in the Software and Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Software and Services may contain information which is designated confidential by RazorSpeed and that you shall not disclose such information without RazorSpeed’s prior written consent.

3. Legal Notices: Customer shall not remove, alter, or obscure any proprietary or legal notices contained within the Software and Services.

4. Confidential Information: Both parties agree that neither it nor any of its employees will, without the other party’s prior written consent, use for their own account or for the account of any third party or disclose to any third party any know-how, technical data or other information, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, developments, inventions, processes, marketing or finances that is disclosed to either party as Confidential Information(" Confidential Information"). The parties understand, however, that Confidential Information shall not include any information (i) that is already public knowledge without breach of confidentiality restriction, or (ii) that was known to either party prior to its negotiations with the other party, or (iii) that is hereafter rightfully furnished to either party by a third party without restrictions on disclosure and without breach of confidentiality restriction. Both parties agree to exercise due care in protecting the Product and Services from unauthorized use or disclosure. Both parties agree to notify the other party in writing of any misuse or misappropriation of Confidential Information which may come to either party’s attention.

5. No Sublicense and No Re-assignment: Customer shall not assign or sublicense or otherwise transfer the rights or license granted hereunder without the prior written consent of RazorSpeed.

6. Changes to the Terms: RazorSpeed may make changes to the terms in this agreement from time to time. When these changes are made, RazorSpeed will make a new copy of the agreement available at http://www.razorspeed.com and any new Additional Terms will be made available to you from within, or through, the affected online services if you are using such services. You understand and agree that if you use the Services after the date on which the terms have changed, RazorSpeed will treat your use as acceptance of the updated terms.

7. Warranty Exclusion: THE SOFTWARE IS LICENSED "AS IS." RAZORSPEED MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE PRODUCT AND SERVICES, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU AGREE NOT TO USE THE EVALUATION COPY IN A PRODUCTION ENVIRONMENT. ANY USE OF THE PRODUCT IS AT THE SOLE RISK AND LIABILITY OF CUSTOMER. CUSTOMER RECOGNIZES THAT ALL ITEMS PROVIDED TO CUSTOMER HEREUNDER ARE DELIVERED "AS IS". IN NO EVENT WILL RAZORSPEED BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY LIABILITY INCURRED BY OR UNDER THIS AGREEMENT.

8. This Agreement is governed by the laws of the State of Massachusetts.

If you accept all terms and conditions of the above Agreement, press "Accept". Otherwise press "Do Not Accept".