Unless user (“Licensee”) and Green Hills Software LLC (“Green Hills”) have entered into a written agreement with terms specifically governing the use of this distribution of the following computer programs and their associated documentation: MULTI (®) Integrated Development Environment (“IDE”), the µ-velOSity (TM) real time operating system, and all related middleware included herein, and any other software provided to Licensee by Green Hills, and manuals, sample code and any documentation related thereto (the “Licensed Programs”), Green Hills agrees to grant and Licensee agrees to accept a personal, limited, non-transferable, and non-exclusive license (the “License”) to use the Licensed Programs for a period of thirty (30) days after the date of acceptance of this 30-Day Evaluation License Agreement (this “Agreement”) by Licensee, on the following terms and conditions:
1. Consideration
For and in consideration of receiving the License, Licensee agrees to evaluate the Licensed Programs for the sole purpose of making a purchase decision, and to report to Green Hills problems encountered in their use. For purposes of clarification, the License does not grant Licensee any rights to use the Licensed Programs for the purposes of commercial development, production, or distribution of any kind. Licensee also agrees to prevent the disclosure of any and all results of Licensee's use of Licensed Programs, including but not limited to, space performance, time performance, compile time performance, new features, bug fixes, defects, bugs, documentation improvements, documentation errors, user interface, competitive analysis, or comparison with competing products.
2. Ownership of Licensed Programs
Title and full ownership rights to the Licensed Programs under this Agreement, including any installation, operations, or other manuals, remain with Green Hills and its licensors. The Licensed Programs are agreed to be Green Hills' and its licensors' proprietary information and trade secrets, whether or not any portion thereof is or may be validly copyrighted or patented. Licensee shall have the right to use a single instance of the Licensed Programs or any portion thereof only on this computer processing unit (not on a cloud provider instance, or virtual machine) located at the office address of Licensee. Licensee may use a single instance of the Licensed Programs on a single shared computer in a network, which computer (i) provides resources, services, or information to other computers in Licensee’s network; (ii) is owned and operated exclusively by and for Licensee and located at the office address of Licensee; and (iii) is used to host and deliver the Licensed Programs to Licensee (such shared computer, a “Server”), provided that (a) the Licensed Programs are used on such Server only by Licensee, and (b) Licensee complies with all applicable laws, including Export Law (defined below). Separate licenses, for additional consideration payable to Green Hills, shall be required for the use of the Licensed Programs on each additional central processing unit. Unless Green Hills declares otherwise in writing, Licensee shall not inhibit or otherwise disable any feature of the Licensed Programs, by modification of the Licensed Programs or otherwise, which prints out or otherwise displays notices of Green Hills’ and its licensors’ proprietary rights in the Licensed Programs, identifications of this Agreement or the License granted hereunder, or the site at which Licensee may use the Licensed Programs pursuant to this Agreement. No right to print, copy, make available, or otherwise disclose the Licensed Programs or any portion thereof, in any form whatsoever, is granted hereby. This Agreement, the License granted hereunder, and the Licensed Programs may not be assigned, sub-licensed, or otherwise transferred by the Licensee, by operation of law or otherwise, without the prior written consent of Green Hills. Any attempted assignment, sub-license, or transfer in violation of the foregoing sentence shall be null and void and shall result in the automatic and immediate termination of the Agreement, the License granted hereunder, and any rights of Licensee hereunder. Licensee shall take all reasonable steps to ensure the performance of this paragraph.
3. Term and Termination
The License shall be effective from the date hereof and shall terminate thirty (30) days thereafter unless terminated earlier as provided herein. In the event Licensee neglects or fails to perform or observe any of its obligations under this Agreement, or if any assignment shall be made of its business for the benefit of creditors, or if a receiver, trustee in bankruptcy, or a similar officer shall be appointed to take charge of all or part of its property, or it is adjudged a bankrupt, this Agreement, the License granted hereunder, and any rights of Licensee hereunder, shall immediately terminate, whether or not Green Hills provides Licensee notice of such termination. Upon expiration or earlier termination of this Agreement, the License granted by Green Hills shall and hereby does immediately terminate and all obligations of Licensee and restrictions and limitations on the use, disclosure, or export of the Programs, including those set forth in Sections 1, 2, 3, 4, 5, 6, and 7 shall survive. Sections 2 (other than the License granted), and 3-7 shall survive. Upon expiration or earlier termination of this Agreement, Licensee shall destroy the Licensed Programs and all copies and portions thereof, in any form whatsoever, and shall erase from all computer, electronic, or other storage devices or otherwise destroy all images and copies of the Licensed Programs and all portions thereof.
4. Security
Licensee acknowledges and agrees: (a) to maintain the Licensed Programs in secure premises to prevent any unauthorized person from obtaining any part thereof; and (b) not to provide any copies or disclose any details of the Licensed Programs to, or allow use of the Licensed Programs by, any third parties without the prior written approval of Green Hills; and (c) not to create, not to attempt to create, and not to permit or help others to create, by disassembly, reverse engineering, reverse compilation, or otherwise, source code or underlying methods or algorithms for the Licensed Programs, and not to translate the Licensed Programs into any computer or natural language or to provide them (or any Products (as defined below)), directly or indirectly, to, or use them with, any machine learning or artificial intelligence system; and (d) not to allow any individual access to the Licensed Programs until a signed acknowledgement of their obligations hereunder is obtained and provided to Green Hills, where such receipt of signed acknowledgement by Green Hills is confirmed in writing back to Licensee; and (e) to give Green Hills written notice of any unauthorized disclosure or use of the Licensed Programs as soon as they learn or become aware of it.
5. Warranty
GREEN HILLS AND ITS LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH REGARD TO THE LICENSED PROGRAMS, EXCEPT AS MINIMALLY REQUIRED BY LAW, INCLUDING NO WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OR ANY OTHER MATTER. NO REPRESENTATION OR STATEMENT NOT EXPRESSLY CONTAINED IN AGREEMENT OR ANY AMENDMENT(S) HERETO SHALL BE BINDING UPON GREEN HILLS AND ITS LICENSORS AS A WARRANTY OR OTHERWISE. Green Hills and its licensors shall have no liability to Licensee for any losses or damages, direct or indirect, arising out of, related to, resulting from, or incurred, directly or indirectly, in connection with this Agreement or Licensee’s use of the Licensed Products. In no event shall Green Hills and its licensors be liable for any indirect, special, or consequential damages, such as, but not limited to, loss of anticipated profits or other economic loss directly or indirectly arising out of, related to, resulting from, or incurred in connection with this Agreement or Licensee's use of the Licensed Programs. Green Hills and its licensors shall not be liable for any loss, injury, damage, or expense caused by Licensee's use of the Licensed Programs. Green Hills and its licensors shall not be liable for any loss, injury, damage, or expense arising out of, resulting from, or incurred, directly or indirectly, in whole or in part by Licensee's use, misuse, or negligent processing of the Licensed Programs. Green Hills and its licensors shall not be held to any liability with respect to any claim by a third party arising out of, related to, resulting from, or incurred in connection with the use of the Licensed Programs.
6. Export
Licensee shall not, directly or indirectly, import, export, re-export or transship Green Hills’s software (including the Licensed Programs), technology or technical information (all of the foregoing, collectively, “Products”) in violation of any applicable export control and economic sanctions laws and regulations of any country having jurisdiction over the Products or parties to this Agreement ("Export Laws"), including without limitation, the U.S. Export Administration Regulations administered by the U.S. Commerce Department's Bureau of Industry and Security ("BIS") and those economic sanctions regulations maintained by the Office of Foreign Assets Control ("OFAC") of the U.S. Treasury Department, and any other economic sanctions imposed by the U.S Government upon any country, territory, or person. Without limiting the foregoing, Licensee specially agrees that (i) it is not located in a sanctioned country or territory, including without limitation Belarus, Russia, North Korea, Cuba, Iran, Syria, and the Covered Regions of Ukraine and will not export, reexport or transfer the Products to a sanctioned country or territory; (ii) it is not listed on a denied party list, including, but not limited to the BIS Entity List or OFAC Specially Designated Nationals’ List, owned by a denied party, and will not export, reexport or transfer the Products to an individual or entity on a denied party list or owned by a denied party and (iii) it will not use the Products, directly or indirectly, or allow others, directly or indirectly, to use the Products, for a restricted end-use, including, but not limited to prohibited military, military-intelligence, chemical, biological or nuclear weapons, missile, supercomputing, advanced semiconductor manufacturing or advanced computing end uses (and any other end use and end user controls in Part 744 of the U.S. Export Administration Regulations, as amended from time-to-time). Licensee shall not engage in any activity in connection with the performance of its obligations under this Agreement that would reasonably be expected to cause Green Hills to violate Export Laws or any other laws. Licensee agrees, at its own expense, to comply with all applicable Export Laws and other applicable laws and to indemnify, defend, and hold Green Hills harmless from any claim against Green Hills arising out of, related to, or incurred in connection with Licensee’s violation or alleged violation of this Section 6, the Export Laws, or any other laws applicable to the parties or the Products.
7. Miscellaneous
The terms of this Agreement may be modified only in writing signed by Green Hills and by Licensee. This Agreement represents the entire agreement between the parties with respect to the use of the Licensed Programs as set forth herein and supersedes any previous oral or written communications, representations, understandings, or agreements with respect thereto. No provision appearing on any purchase order, quotation form or other form originated by either party shall be applicable unless such provisions are expressly accepted in writing by both parties. Licensee shall pay any sales or use tax imposed as a result of the existence or operation of this Agreement. In the event that the arbitration tribunal (“Tribunal”) or court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such Tribunal or court deems it reasonable and enforceable, and, as so limited, shall remain in full force and effect. In the event that such Tribunal or court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect. Any dispute under this Agreement shall be submitted to binding arbitration in Santa Barbara County, California, under the then prevailing rules of the American Arbitration Association. Judgment upon any award made in such arbitration may be entered and enforced in any court of competent jurisdiction. This Agreement shall be governed by the laws of the State of California, U.S.A. Any judicial action taken by either party shall have its venue only in Santa Barbara County, State of California, U.S.A, in the State Court having jurisdiction of the subject matter of the action, unless the judicial action includes claims with exclusive Federal jurisdiction, in which case such action shall be brought in Los Angeles, California in a Federal court having jurisdiction of the subject matter of the action. The prevailing party in any legal action brought to enforce or interpret this Agreement or for damages for its breach shall be entitled to an award of attorneys’ fees and costs, including the costs of arbitration and litigation. If any provision hereof is invalid under any applicable statute or rule of law, it shall to that extent be deemed to be omitted. The waiver by any party to this Agreement of any default or breach of it shall not constitute a waiver of any subsequent default or breach of the same or of a different kind. The parties to this Agreement are independent contractors and nothing in this Agreement will be construed as constituting or deemed to constitute a partnership, joint venture, or employment relationship between the parties. Neither party has the authority to bind the other party to any third party or otherwise to act in any way as the representative of the other party unless otherwise expressly agreed to in a written instrument signed by both parties.
After having thoroughly read the terms above, if Licensee agrees to be bound by the terms, please click the “YES, I accept the terms” button below. By clicking the “YES, I accept the terms” button, Licensee represents and warrants that it has the right, power and authority to enter into this Agreement. If Licensee does not agree to be bound by the terms, please click the “No” button, promptly return the media upon which Licensee received the Licensed Programs to Green Hills and delete any and all copies and or derivatives, and any parts thereof, of the Licensed Programs that Licensee has made.
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