Evaluation License Agreement
Optiwave® License Evaluation Version
Your Agreement to this License
This License only applies to the executable code for the English-language version of the Optiwave software and any accompanying distributable files, data and materials ("Optiwave"). You should carefully read the following terms and conditions before using, installing, copying, distributing, or transmitting this software. By using, installing, copying, distributing, or transmitting Optiwave without registering your copy of Optiwave, you agree to all of the terms of this evaluation license agreement ("License"). Refer to Optiwave Systems Inc. for information about pricing, multi-user licensing, and registration options.
Please read the license terms below. If you do not agree to all of the terms and conditions of this License, then do not use, install, copy, distribute, or transmit Optiwave.
Scope of License
This is not free software. Subject to the terms below, you are hereby licensed by Optiwave Systems Inc. ("Optiwave") to use for evaluation purposes only one (1) copy of Optiwave, on one (1) computer or workstation, without charge, for a period of 7 days after you first install Optiwave on any computer or workstation. If you want to use this software after the 7-day evaluation period, you must acquire a license extension from Optiwave Systems Inc. Please visit http://www.optiwave.com/evaluation for more information. Use of Optiwave after the expiration of the 30-day evaluation period without acquiring such a license from Optiwave is outside the scope of this License and a violation of Canadian, U.S, and international copyright laws.
Subject to all of the terms of this License, you may, without making any payment to Optiwave Systems Inc.:
a) give exact copies of Optiwave personally and without charge of any kind to anyone for evaluation purposes only, subject to the terms of this License, using tangible media of any kind or via e-mail (but not in a bulk mailing or through unsolicited bulk e-mails);
b) distribute exact copies of Optiwave for evaluation purposes only, subject to the terms of this License, if done exclusively by allowing downloads through the public Internet and without charge of any kind; and
c) make as many exact copies of Optiwave as you wish, for purposes of distribution as described in (a) and (b) above.
For purposes of the foregoing, an "exact copy" of Optiwave means a file that is identical, at the time you create the copy, to the Optiwave distribution file available at optiwave.com.
You are specifically prohibited from charging, or requesting donations, for any distributed copies, however made, or from distributing such copies with other products of any kind, commercial or otherwise, without prior written permission from Optiwave. Also, you are specifically prohibited from charging, or requesting donations, for providing access to any hyperlink or other method that allows a user to create or transfer electronically copies of Optiwave.
Optiwave reserves the right to revoke any or all distribution rights at any time, for any or no reason.
All rights of any kind in Optiwave which are not expressly granted in this License are entirely and exclusively reserved to and by Optiwave. You may use Optiwave solely as expressly provided in this License. Optiwave is protected by Canadian copyright laws and other applicable national and international laws and treaties. You may not rent, lease, sublicense, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on, Optiwave, in whole or in part, nor permit anyone else to do so. You may not make access to Optiwave available to others in connection with a service bureau, application service provider, or similar business, nor permit anyone else to do so. The license granted hereunder includes no rights in or to the source code version of Optiwave.
Warranty Disclaimers and Liability Limitations
Optiwave, and any and all accompanying software, files, data and materials, are distributed and provided "AS IS" and with no warranties of any kind, whether express or implied, including, without limitation, any warranty of merchantability or fitness for a particular purpose. Neither Optiwave nor any of its affiliates or licensors warrant, guarantee, or make any representations regarding the use of, or the results of the use of, Optiwave. Neither Optiwave nor any of its affiliates or licensors warrants that the operation of Optiwave products will be uninterrupted or error-free, or that the use of any passwords and/or encryption features will be effective in preventing the unintentional disclosure of information contained in any file.
You acknowledge that good data processing procedure dictates that any program, including Optiwave, must be thoroughly tested with non-critical data before there is any reliance on it, and you hereby assume the entire risk of all use of the copies of Optiwave covered by this License. This disclaimer of warranty constitutes an essential part of this License.
Except to the extent expressly prohibited by applicable statutes, Optiwave, its affiliates or licensors shall not be liable for any damage or financial loss arising out of the use of, or inability to use, Optiwave. Any liability of Optiwave, its affiliates or licensors will be limited exclusively to refund of any license or registration fee paid to Optiwave. Except to the extent expressly prohibited by applicable statutes, in no event shall Optiwave, or its principals, shareholders, officers, employees, affiliates, licensors, contractors, subsidiaries, or parent organizations, be liable for any direct, indirect, incidental, consequential, special, or punitive damages whatsoever relating to the use of Optiwave, or to your relationship with Optiwave, its affiliates or licensors (including, without limitation, loss or disclosure of data or information, loss of profit, revenue, business opportunity or business advantage, or business interruption), whether based upon a claim or action of contract, warranty, negligence, strict liability, contribution, indemnity, or any other legal theory or cause of action, even if advised of the possibility of such damages.
In addition, in no event does Optiwave authorize you or anyone else to use Optiwave in applications or systems where Optiwave's failure to perform can reasonably be expected to result in a significant physical injury, or in loss of property, or loss of life. Any such use is entirely at your own risk, and you agree to hold Optiwave and its affiliates or licensors harmless from any and all claims or losses relating to such unauthorized use.
Termination
Immediately upon expiration of the 7-day evaluation period for the license granted hereunder, you shall immediately discontinue any and all use of Optiwave and you shall within ten (10) days delete from your computer(s) all electronic copies of Optiwave, including all or any part thereof. All provisions of this License that by their nature are intended to survive the expiration of the license granted hereunder shall survive and remain in full force and effect.
Indemnification
At your own expense, you shall indemnify, defend, and hold harmless Optiwave, its affiliates and licensors, and their directors, officers, trustees, shareholders, employees, agents, successors and assigns from and against any and all claims, expenses, losses, damages, costs, liabilities and judgments, including without limitation reasonable attorneys’ fees and expenses, arising out of or relating to any claim resulting from or related to: (i) any use by you of Optiwave other than as expressly allowed by this License or in a manner inconsistent with any accompanying documentation; (ii) any breach of this License by you; or (iii) any violation of applicable law by you, your directors, officers, trustees, shareholders, employees, subsidiaries, agents, successors and assigns.
General
Optiwave, including, without limitation, the information included in its accompanying distributable files, data and materials and any related activation code and registration code files or information, and the know-how embodied in Optiwave, is confidential and trade secret information (the "Proprietary Information") that is proprietary to and solely owned or licensed by Optiwave, together with all related copyrights and trademarks relating thereto. You agree to maintain the Proprietary Information in strictest confidence for the benefit of Optiwave and its licensors. You shall not sell, license, publish, display, distribute, disclose, or otherwise make available or allow to be made available the Proprietary Information, including, without limitation, any activation codes or registration code files, to any third party nor use such Proprietary Information except as authorized by this License. The obligations under this paragraph shall survive any termination or cancellation of the License.
This License is the complete statement of the agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements, and arrangements.
This License shall be governed by the laws of the Province of Ontario, Canada. Exclusive jurisdiction and venue for all matters relating to this License shall be in courts and for located in the Province of Ontario, and you consent to such jurisdiction and venue.
There are no third-party beneficiaries of any promises, obligations, or representations made by Optiwave Systems Inc. herein.
Any waiver by Optiwave of any violation of this License by you shall not constitute, nor contribute to, a waiver by Optiwave of any other or future violation by you of the same provision, or any other provision, of this License.
You acknowledge and agree that monetary damages alone would not be an adequate remedy in the event of a material breach by you of your obligations or agreements under this License and that, in such event, Optiwave or any of its affiliates shall be entitled to injunctive relief to require you to comply with its obligations hereunder. Any remedy available under this License shall be cumulative and not exclusive of any other remedy available Optiwave or any of its affiliates under this License, at law or in equity.
If any part of this License or the application thereof to any person or circumstance is for any reason held invalid or unenforceable, it shall be deemed severable, and the validity of the remainder of this License, or the applications of such provision to other persons or circumstances, shall not be affected thereby.
Copyright© 1994-2010 Optiwave Systems Inc. All rights reserved.
