Demonstration Terms and Conditions

CIVILSTATE RETAINS OWNERSHIP OF PROGRAM. CivilState retains all rights, title and interest to the Proprietary Information, copies of the Proprietary Information, and any intellectual property rights in the Proprietary Information. Licensee shall not make copies of the Proprietary Information. All copies of the Proprietary Information, whether authorized or unauthorized, are subject to the terms and conditions of this License. Licensee’s rights are defined by this License which Licensee agree creates a legally binding and valid contract.

LICENSE GRANT AND RESTRICTIONS.

a) Licensee will only use a single copy of the Proprietary Information on the designated Local Area Network and with the operating system for which the Proprietary Information was designed.  Licensee is not permitted to use the PROGRAM for consulting work.   A single use of the Proprietary Information occurs when the Proprietary Information, or any portion of the Proprietary Information, is loaded on a computer. A copy of the Proprietary Information stored on or accessible through a network server for the sole purpose of execution by network computers is not deemed to be in use.

b) Licensee agrees to be fully responsible for installation of the Proprietary Information. CivilState will have no obligation to maintain the Proprietary Information during the term of this License.

c) Licensee shall not assign or otherwise transfer this License, or the licenses granted hereunder (by operation of law or otherwise) without the prior written consent of CivilState. Licensee shall not modify, decompile, disassemble or reverse engineer the Proprietary Information for any purpose whatsoever. The copyright notices and other proprietary legends shall not be removed from the Proprietary Information or any copy. This license is NOT a sale of the Proprietary Information or any copy to Licensee. Licensee shall not rent, timeshare, or grant any sublicense, leases or other rights in the Proprietary Information to any third-party.

d) This Proprietary Information shall not be used in any manner whatsoever to assist in the development of or the verification of a software which is intended to perform a similar function as said Proprietary Information.

e) Licensee acknowledges that the Proprietary Information contains confidential and proprietary information including trade secrets of CivilState or its affiliates. Licensee shall not disclose the Proprietary Information to any third parties and will use the Proprietary Information only in accordance with the terms of this Agreement. The nondisclosure obligations of this section shall survive any termination or expiration of this License for any reason.

f) Licensee acknowledges that the Proprietary Information is a product of the United States of America and that the use, export, transmission or other transfer of the Proprietary Information or any results produced using the Proprietary Information is governed by the laws and regulations of the United States of America ("Export Regulations").

TERM AND TERMINATION: This License is effective for the period for a period of 15 days (“License Term”), beginning on the date of receipt of Proprietary Information by Licensee. The License Term may be extended with CivilState's written agreement. It may be terminated by Licensee by destroying the Proprietary Information and all copies of the Proprietary Information. This License will terminate immediately and automatically if Licensee fails to comply with any of the terms of this License. On any such termination Licensee will destroy the Proprietary Information, or if requested by CivilState, return the Proprietary Information and all copies to CivilState. The license to use the Proprietary Information will automatically terminate in the event. All right, title, and interest in the Proprietary Information and all intellectual property rights related thereto will remain with CivilState or its affiliates and/or third parties.

WARRANTIES AND LICENSEE REMEDIES: The PROGRAM is provided "AS-IS".

ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY WHETHER ALLEGED TO ARISE UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF OR ANY OTHER COUNTRY ARE DISCLAIMED. There are no warranties, guarantees or any representations regarding the use or the results of the use of the Proprietary Information. CivilState and their respective affiliates do not warrant the accuracy or the applicability of the results obtained from the use of the Proprietary Information. To the best of CivilState's knowledge, the Proprietary Information will not infringe the proprietary rights of any third-party but CivilState makes no representations or warranties that the Proprietary Information is delivered free of the rightful claims of any third-party for infringement of proprietary rights.

LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCE SHALL CIVILSTATE AND THEIR RESPECTIVE AFFILIATES AND SUPPLIERS BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO LOST PROFITS WHICH MAY OCCUR AS A RESULT OF THE USE BY LICENSEE OF THE PROGRAM, OR INABILITY OF LICENSEE TO USE THE PROGRAM, OR INACCURATE OUTPUT, OR CIVILSTATE’S BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY EVEN IF CIVILSTATE OR THE CHANNEL PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ENTIRE AGREEMENT. This License supercedes any provisions whether oral or written regarding sale or transfer of title to the Proprietary Information which may appear in any other document to this transaction unless specifically superseded and replaced by a signed software license agreement with CivilState. This License may only be modified by a written amendment executed by duly authorized officers or representatives of CivilState and Licensee. No dealer, company, or person other than CivilState is authorized to expand or alter any provision of this License and any such representation will not bind CivilState. No purchase order or any other purchasing instruments issued by Licensee, and even if such purchase order or other purchasing instrument provides that it takes precedence over any other agreement between the parties, shall be effective to contradict, modify, delete from or add to the terms of this License in any manner whatsoever. Licensee agrees that this License is the complete and exclusive agreement between Licensee and CivilState.

GOVERNING LAW. This License will be governed by the laws of the State of North Carolina without regard to its conflicts of laws provisions. The U.N. Convention for the International Sale of Goods and choice of law provisions shall not be applicable to the license of the Proprietary Information to Licensee. The parties hereto submit themselves to the personal jurisdiction of the State of North Carolina for purposes of the enforcement, in a state or federal court of law or equity, of any of the provisions of this License with venue existing exclusively therein.

SURVIVABILITY. The provisions of this License which by their nature are intended to survive expiration or termination shall survive, including but not limited to CivilState Retains Ownership of Proprietary Information, License Grant and Restrictions (e) and (f), Warranties and Licensee Remedies, Limitation of Liability, Entire Agreement, and Governing Law.