Subject to the terms and conditions contained in this Trial License Agreement (the “Agreement"), Amped Software USA., Inc., a company duly incorporated under the laws of the State of New York, with an office at 18 Bridge Street, Unit 2A, Brooklyn, NY 11201 - U.S.A. (the "Licensor") hereby grants you (the "Licensee") a non-exclusive license to use Replay, an image and video processing software (the "Software") and relevant materials (the "Licensed Materials”).
Licensor and Licensee also are referred hereto individually as a “Party” and jointly as the “Parties”.
a. Amped S.r.l., a company duly incorporated under the laws of Italy, with registered office at Padriciano 99, Area Science Park, Trieste – Italy, is the owner of the Software, an image and video processing software, and the Licensed Materials. The Software is more specifically described in the following link https://ampedsoftware.com/replay (and Licensee understands that the description of functionalities therein may be updated from time to time).
b. Licensor is authorized to distribute, market and license the Software and the Licensed Materials in certain countries, including the United States of America and Canada. Licensor is also authorized to provide user support services for the Software, including installation, training and maintenance.
c. The installation package of the Software includes: one (1) copy of the Software in machine-readable object code form and one (1) copy of the Licensed Materials containing detailed specifications for the operation and use of the Software.
d. Licensee agrees to retain user support services for the Software from the Licensor upon such terms and conditions as agreed herein.
a. License Grant. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a non-transferable, non-sublicensable and non-exclusive license to install and to use the Software for the term of this Agreement for evaluation purposes only in accordance with the uses authorized under section 3 herein.
b. The Parties agree that the Software license granted herein is not subject to licenses fees so long as the terms of this Agreement are met.
c. Authorization. In connection with the limited evaluation license granted herein, Licensor shall allow access to the Software through one of the two following processes: (i) trial serial - an alphanumeric code shall be provided to Licensee to be inserted when the Software starts to enable temporary access to the Software; (ii) online trial – Licensee shall be allowed to connect to the Licensor’s server to check whether or not temporary access to the Software is feasible.
It remains understood that the Software shall be valid solely for temporary use on 1 (one) machine and that, after the authorized use, Licensee undertakes to delete any license file relating to the Software and certify in writing upon request that the same has been deleted.
Licensee is authorized to use the Software for evaluation purposes only. Licensee may not take any or all of the following actions:
i. use the Software for any commercial applications or for productive purposes or for any real case applications, including any criminal or civil legal case applications;
ii. use the Software for training sessions, without Licensor’s prior written consent;
iii. make the Software accessible by third parties in any way including through network connections or other electronic means, without Licensor’s prior written consent;
iv. sell, license, sub-license, lease, assign or otherwise transfer (whether by sale, exchange, gift, operation of law or otherwise) to third parties the Software, any copy thereof, in whole or in part, without Licensor’s prior written consent;
v. modify or change the Software;
vi. decompile, disassemble or otherwise reverse engineer the Software;
vii. make any use of the Software that violates any applicable local, state, national or international law or regulation.
The term of the license of the Software shall be on a temporary basis, commencing upon Licensee's acceptance of the general terms and conditions contained herein by selecting the button "I AGREE" appearing at the bottom of this screen or by signing the relevant document in any legal and binding form.
a. Proper Conditions of Use. Licensee shall be exclusively responsible for the supervision, management and control of its use of the Software, including without limitation:
i. assuring proper machine configurations, audit controls and operating methods;
ii. establishing adequate backup plans based on alternative procedures and access to qualified programming personnel;
iii. implementing sufficient recovery procedures and checkpoints to satisfy its requirements for security and accuracy of input, as well as system restart and recovery in the event of a malfunction.
b. Copying. Licensee may not copy or otherwise reproduce the Software, or any part thereof (except such copying, strictly limited in number, as is essential for system backup, testing, maintenance or recovery purposes as provided by applicable law). Licensee may reproduce the Licensed Materials solely for its own internal use, provided that all titles, trademarks, trade names, copyright notices and other proprietary notices of Licensor are retained.
Licensee shall not, either directly or indirectly, disclose to third parties or use any information which are not in the public domain, in any form, whether obtained prior to or after the execution of this Agreement and for a period of two (2) years following its termination, relating to the Software, the Licensed Materials, Licensor and any information concerning the technical data, contacts, know how, software applications, license files, the correspondence, names and addresses of customers, and any other written or oral information which may be used in relation to the Agreement (the "Confidential Information"); information shall not be considered Confidential Information for the purposes of any section of this Agreement in the event disclosure shall be necessary: (i) in order to execute this Agreement and (ii) in order to be in compliance with applicable laws.
Licensee shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Confidential Information.
Licensee agrees that all title, copyright, trade secret, patent, trademark and other proprietary rights in and to the Software, including all modifications thereto, shall remain with Licensor (or with Amped S.r.l., as applicable). All rights not expressly granted to Licensee under this Agreement are reserved by Licensor (or by Amped S.r.l., as applicable).
THIS SOFTWARE IS LICENSED TO LICENSEE “AS IS” AND WITHOUT WARRANTIES AS TO PERFORMANCE OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED. NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED.
a. Licensor shall have the right to terminate this Agreement by giving written notice to Licensee upon the occurrence of any of the following events:
i. Any use of the Software by Licensee in any manner other than as authorized in this Agreement;
ii. Any copy or otherwise reproduction of the Software by Licensee, other than as provided by applicable law.
b. In the event of termination of this Agreement by reason of Licensee's failure to comply with any of the obligations provided under section 9.a above, Licensor shall have the right, at any time, to terminate the license and take immediate possession of the Software and the Licensed Materials. Termination under this paragraph shall not relieve Licensee of its obligations regarding confidentiality of the Software including as provided under section 6 above. Within five (5) days after termination of the Agreement, Licensee will return to Licensor the Software in the form provided by Licensor, and upon request of Licensor, will delete any license file relating to the Software, and certify in writing that they have been deleted.
a. Assignability. This Agreement and all rights and obligations hereunder shall not be assignable by Licensee, except with the prior written consent of Licensor. If Licensee is a government agency, if necessary Licensor shall seek prior approval before assigning this Agreement.
b. Liability. No action or claim relating to this Agreement or the Software may be instituted more than one (1) year after the event giving rise to such action or claim.
c. Indemnification. Licensor shall indemnify and hold Licensee harmless from and against any claim of infringement of any patent or copyright based upon the Software, provided that Licensee gives Licensor prompt notice of and the opportunity to defend any such claim.
d. Entire Agreement; Amendment. The Licensee acknowledges that he or she has read this Agreement, understands it and agrees to be bound by all terms and conditions hereof which replace any previous written or oral agreements between the Parties. All subsequent modifications, amendments, and waivers to this Agreement, must be by written instrument, executed by authorized representatives of the Parties hereto.
e. Survival. The rights and obligations contained in Sections 6, 7, 8, 9.b, 10.b, 10.e and 10.f shall survive any termination of this Agreement.
f. Choice of Law and Venue. This Agreement shall be governed by the laws of the State of New York, without giving effect to its conflict of laws principles. The Parties hereby agree to submit to the exclusive jurisdiction of a federal or state court in New York County, New York, with respect to any and all unresolved disputes arising under this Agreement and the Software.
g. Government Restricted Rights. Licensee acknowledges that the Software and the Licensed Materials have been developed entirely at private expense and are “commercial items” as defined at 48 CFR 2.101 consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as such terms are used in 48 CFR 12.212. Licensee agrees that any rights granted under this Agreement are in accordance with 48 CFR 227.7201 through 227.7202-4 if acquired by or for Department of Defense (DOD). Any use, modification, reproduction, release, performance, display or disclosure of the Software and the Licensed Material by or on behalf of any federal, state or local governing agencies, departments and bodies of any countries, including but not limited to the United States of America, shall be subject to a “RESTRICTED RIGHTS” use in compliance with the applicable laws and regulations. Consequently, the use of the Software and the Licensed Material shall be governed solely in compliance with terms of this Agreement. If a government agency, department or body has a need for rights not conveyed under these terms, it must negotiate with Licensor to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
h. Severability. In the event that any provision under this Agreement shall be deemed illegal or otherwise unenforceable by any applicable statute or rule of law, such provision shall be omitted and the entire Agreement shall not fail on account thereof and the remainder of the Agreement shall continue in full force and effect.
i. Third Party Components. Licensor reserves the right to use and/or to provide within the Software third party software, libraries, executables or other components, either commercial or open source, in accordance with applicable law.
j. Notices. All notices and other communications required under this Agreement shall be in writing and shall be sent either by personal delivery, recognized courier service or first class registered mail. All notices shall be deemed to have been received the same day, when personally delivered, or three days after posting, when sent by any of the other methods listed above.