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Signifying acceptance
of this trial license by selecting the "I accept the License Terms
and Export Restrictions" checkbox below is an indication of your
agreement, as an authorized representative of your company
("you"), to comply with all of the following trial license
terms and conditions with respect to the Programs (as defined below)
used by you in accordance with this E-Delivery Trial License Agreement
(this "Agreement").
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GENERAL INFORMATION
The "Trial Term" shall be 30
Days from the date of your acceptance of the terms and conditions of
this Agreement.
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I. LICENSE GRANT:
"Program" or "Programs" shall mean the Oracle
Corporation ("Oracle") computer software owned or
distributed by Oracle and which you are accessing on the Oracle
E-Delivery Web site and for which you are granted a license under this
Agreement (the "Programs"), and any user guides and manuals
for use of the Programs ("Documentation"). This Agreement
grants you the temporary right to use the Programs for evaluation
purposes on the single computer designated by you. These rights are
granted only to you and may not be assigned or transferred to any
other party. You may use the Programs only for evaluation and testing
and not for production use. You must enter into a separate agreement
to obtain production license rights and technical support for the
Programs. The rights granted to you under this Agreement expire at
the end of the Trial Term. If you decide to use any of the Programs
after the end of the Trial Term, you must acquire a license for each
Program from Oracle. You shall not: (a) remove any product
identification, copyright notices, or other notices or proprietary
restrictions from the Programs; (b) use the Programs for commercial
timesharing, rental, or service bureau use; (c) cause or permit
reverse engineering, disassembly, or decompilation of the Programs;
(d) disclose results of any benchmark tests of any Programs to any
third party without Oracle's prior written approval; or (e) duplicate
and/or install the Programs other than as specified in this Agreement.
Either party may terminate the license for the Programs at any time.
Upon termination or expiration, you shall cease using the Programs.
II. TERMINATION: If you do not
obtain a Program use license at the end of the Trial Term, you shall
(a) cease using the Programs, and (b) certify to Oracle that you have
destroyed or have returned to Oracle the Programs and all copies.
This requirement applies to copies in all forms, partial and complete,
in all types of media and computer memory, and whether or not merged
into other materials.
III. EXCLUSION OF WARRANTY: THE
PROGRAM IS PROVIDED "AS IS" TO YOU FOR EVALUATION PURPOSES
ONLY, EXCLUSIVE OF ANY WARRANTY, INCLUDING, WITHOUT LIMITATION, ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED.
IV. NONDISCLOSURE: By virtue of
this Agreement, the parties may have access to information that is
confidential to one another ("confidential information").
We each agree to disclose only information that is required for the
performance of obligations under this agreement. Confidential
information shall be limited to the terms and pricing under this
Agreement, any source code for the programs, and all information
clearly identified as confidential.
A party's confidential information
shall not include information that: (a) is or becomes a part of the
public domain through no act or omission of the other party; (b) was
in the other party's lawful possession prior to the disclosure and had
not been obtained by the other party either directly or indirectly
from the disclosing party; (c) is lawfully disclosed to the other
party by a third party without restriction on the disclosure; or (d)
is independently developed by the other party.
The parties agree to hold each other's
confidential information in confidence for a period of three years
from the date of disclosure. Also, we each agree to disclose
confidential information only to those employees or agents who are
required to protect it against unauthorized disclosure. Nothing shall
prevent either party from disclosing the terms or pricing under this
Agreement in any legal proceeding arising from or in connection with
this Agreement or disclosing the information to a federal or state
governmental entity as required by law.
V. LIMITATION OF LIABILITY: NEITHER
PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR
DATA USE. ORACLE'S MAXIMUM LIABILITY FOR ANY DAMAGES UNDER THIS
AGREEMENT AND YOUR ORDER, WHETHER IN CONTRACT OR TORT, SHALL BE
LIMITED TO THE AMOUNT OF THE FEES YOU PAID ORACLE UNDER THIS
AGREEMENT, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PROGRAMS OR
SERVICES, SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID ORACLE
FOR THE DEFICIENT PROGRAM OR SERVICES GIVING RISE TO THE
LIABILITY.
VI. EXPORT ADMINISTRATION:
Export laws and regulations of the United States and any other
relevant local export laws and regulations apply to the programs. You
agree that such export control laws govern your use of the programs
(including technical data) and any services deliverables provided
under this agreement, and you agree to comply with all such export
laws and regulations (including "deemed export" and
"deemed re-export" regulations). You agree that no data,
information, program and/or materials resulting from services (or
direct product thereof) will be exported, directly or indirectly, in
violation of these laws, or will be used for any purpose prohibited by
these laws including, without limitation, nuclear, chemical, or
biological weapons proliferation, or development of missile
technology.
VII. ENTIRE AGREEMENT: This
Agreement constitutes the entire Agreement between you and Oracle with
reference to your use of the Programs on a trial basis. Any additions
or modifications must be made in writing and signed by both parties.
The terms of this Agreement shall supersede the terms of any purchase
order or other instrument issued by you under this Agreement. This
Agreement is governed by the substantive and procedural laws of
California and you and Oracle agree to submit to the exclusive
jurisdiction of, and venue in, the courts in San Francisco, San Mateo,
or Santa Clara counties in California in any dispute arising out of or
relating to this Agreement. In the event that any provision of this
Agreement is held to be invalid or unenforceable, the remaining
provisions of this Agreement will remain in full force and effect.
Notwithstanding the foregoing, if your
company is located and will be using the software in (a) Argentina,
the laws of Argentina will apply to this Agreement and jurisdiction
will be in the Courts of Buenos Aires; (b) Brazil, the laws of Brazil
will apply to this Agreement and jurisdiction will be in the Courts of
Sao Paulo; (c) Costa Rica, the laws of Costa Rica will apply to this
Agreement and jurisdiction will be in the Courts of San Jose; (d)
Colombia, the laws of Colombia will apply to this Agreement and
jurisdiction will be in the Courts of Bogota; (e) Chile, the laws of
Chile will apply to this Agreement and jurisdiction will be in the
Courts of Santiago de Chile; (f) Ecuador, the laws of Ecuador will
apply to this Agreement and jurisdiction will be in the Courts of
Quito; (g) Peru, the laws of Peru will apply to this Agreement and
jurisdiction will be in the Courts of Lima; (h) Puerto Rico, the laws
of the Commonwealth of Puerto Rico will apply to this Agreement and
jurisdiction will be in the Courts of San Juan; (i) Mexico, the laws
of Mexico will apply to this Agreement and jurisdiction will be in the
Courts of Mexico City; and (j) Venezuela, the laws of Venezuela will
apply to this Agreement and jurisdiction will be in the Courts of
Caracas.
VIII. MISCELLANEOUS Upon
45 days written notice, Oracle may audit your use of the Programs.
You agree to cooperate with Oracle's audit and provide reasonable
assistance and access to information. You agree to pay within 30 days
of written notification any underpaid fees. If you do not pay, Oracle
can end your technical support, licenses and/or this Agreement.
IX. EXPORT CONTROLS ON THE
PROGRAMS: Pressing the "I accept the License Terms and Export
Restrictions" button below is also a confirmation of your
agreement that you comply, now and during the trial term, with each of
the following statements:
- You are not a citizen, national, or resident of, and are not under
control of, the government of Cuba, Iran, Sudan, Iraq, North Korea,
Syria, nor any country to which the United States has prohibited
export.
- You will not download or otherwise export or re-export the
Programs, directly or indirectly, to the above mentioned countries nor
to citizens, nationals or residents of those countries.
- You are not listed on the United States Department of Treasury
lists of Specially Designated Nationals, Specially Designated
Terrorists, and Specially Designated Narcotic Traffickers, nor are you
listed on the United States Department of Commerce Table of Denial
Orders.
- You will not download or otherwise export or re-export the
Programs, directly or indirectly, to persons on the above mentioned
lists.
- You will not use the Programs for, and will not allow the Programs
to be used for, any purposes prohibited by United States law,
including, without limitation, for the development, design,
manufacture or production of nuclear, chemical or biological weapons
of mass destruction.
RESTRICTED RIGHTS: Programs
delivered to the U.S. Defense Dept. are delivered with Restricted
Rights and the following applies: "Restricted Rights Legend: Use,
duplication or disclosure by Government is subject to restrictions as
currently set forth in subparagraph (c)(1)(ii) of DFARS 252-227-7013,
Rights in Technical Data and Computer Software (October 1988). Oracle
Corp. 500 Oracle Pkwy., Redwood City, CA, 94065. Programs delivered
to a U.S. Government Agency not within the Defense, Dept. is delivered
with 'Restricted Rights' as defined in FAR 52.227-14, Rights in Data -
General, including Alternate III (June 1987)."
Oracle Corporation World Headquarters
500 Oracle Parkway
Redwood Shores, CA 94065
USA
Worldwide Inquiries: 650.506.7000
Fax: 650.506.7200
If you agree, as an authorized
representative of your company, to accept the license terms above on
behalf of your company, and to confirm that your company is in
compliance with and will remain in compliance with all of the terms
and conditions set out above, please click on the "I accept the
License Terms and Export Restrictions" option below.
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