Valgen ProsperVue Terms and Conditions####This document lays out the terms and conditions by which Valgen agrees to provide you, (“SUBSCRIBER”) with Valgen’s subscription-based application embedded in Salesforce.com. As a licensed Subscriber of Valgen and licensed user of salesforce.com, by registering for and using the Valgen application, you agree to the terms and conditions laid out in this Agreement, including any materials available on the Valgen website incorporated by reference herein (the "EULA ") governing your use of each Valgen offering, (the "service"). ####If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you may not use the service. ####IMPORTANT-READ CAREFULLY:##This Valgen License Agreement ("License") is a legal agreement between you (either an individual or a single business entity, who will be referred to in this License as "You") and Valgen, Inc. (“Valgen”) for the Valgen software embedded in Salesforce.com. that accompanies this License, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("Product"). ####The Product also includes any software updates, add-on components, templates, symbols, web services and/or supplements that Valgen may provide to You or make available to You, or that You obtain from the use of features or functionality of the Product, after the date you obtain your initial copy of the Product (whether by delivery of a CD, permitting downloading from the Internet or a dedicated web site, or otherwise) to the extent that such items are not accompanied by a separate license agreement or terms of use. ##By installing, copying, downloading, accessing or otherwise using the software Product, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, access or use the software Product. ####Software Product License.##The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Product is licensed, not sold and operates as a Service. Product offered in this Beta is embedded in Salesforce.com.##1. Grant of License.##For the limited time period specified in Section 1.2 below, Valgen grants you the following rights, provided that you comply with all terms and conditions of this License: ##1.1 Use.##Valgen grants You a limited, non-exclusive, nontransferable, royalty-free license to access and use for Designated Users (as mentioned in Section 7 of this agreement) of the Product to evaluate the Product, test its compatibility with other products and provide feedback to Valgen during the time period identified in Section 1.2 of this Evaluation License. ##Upon expiration of the permitted time period, Your rights to the Product ends and You must remove and destroy all copies of the Product and any components thereof from your Designated User logins, or authorize Valgen to perform such services on your behalf. ##If You desire to use the Product after the completion of the permitted time period specified in Section 1.2 of this License, You will need to acquire a new term to license the Product. ##1.2 Permitted Time Period.##YOUR RIGHT TO USE THE PRODUCT SHALL BE EFFECTIVE FROM THE DATE OF THE LICENSE MANAGEMENT TERMS IN SALESFORCE AFTER WHICH TIME YOUR RIGHTS SHALL CEASE. THE PRODUCT IS TIME SENSITIVE AND MAY NOT FUNCTION AFTER THE LICENSED PERIOD. DEPENDING ON THE CONFIGURATION OF YOUR DEVICE AND OTHER DETAILS OUTSIDE OF THE CONTROL OF VALGEN, THE PRODUCT MIGHT STOP FUNCTIONING BEFORE THE EXPIRATION OF THE PERIOD. SHOULD THE PRODUCT STOP FUNCTIONING DUE TO MALFUNCTION, YOU WILL BE ABLE TO CONTINUE USING THE PRODUCT DURING THE STATED PERIOD PROVIDED THAT YOU ARE ABLE TO FIX AND/OR REPAIR ANY ISSUES WITH YOUR DEVICE. NOTICE OF EXPIRATION MIGHT NOT BE GIVEN, SO YOU NEED TO PLAN FOR THE EXPIRATION DATE AND MAKE A COPY OF AND REMOVE YOUR IMPORTANT DATA BEFORE EXPIRATION. If you desire to use the Product after your license term is completed, you will need to acquire a valid licensed copy for a new term of the Product. ##1.3 Other Licenses.##Your use of software and content that may be accessed through use of the Product may require additional licenses -- please consult the license agreement accompanying such software and content. ##1.4 Reservation of Rights.##Valgen reserves all rights not expressly granted to you in this License. ##2. Demand for Examination.##Valgen hereby requests that you fully examine the Product during the term of any trial License so that you will be fully familiar with it before obtaining a copy of the non-evaluation version of the Product if you choose to obtain a copy of the non-evaluation version. Only your full examination during the evaluation period will determine whether or not the non-evaluation version will be merchantable or fit for your particular purposes. ##3. Additional Limitations.##You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease, lend or transfer the Product, or Your license to the Product, or host the Product for third parties. The Product is licensed as a single product; its component parts may not be separated for use besides the Designated Users. ##You may not disclose the results of any benchmark test of the Product to any third party without Valgen's prior written approval. The Product may include copy protection technology to prevent the unauthorized copying of the Product or may require original media for use of the Product on the Device; it is illegal to make unauthorized copies of the Product or to circumvent any copy protection technology included in the Product. ####4. Consent to use data.##For any support services provided to You by Valgen, You agree that Valgen and its affiliates may collect and use technical information you provide as a part of any such support services related to the Product. Valgen agrees not to use this information in a form that personally identifies you. ##5. Termination.##Without prejudice to any other rights, Valgen may terminate this License if You fail to comply with the terms and conditions of this License. In such event, You must destroy all copies of the Product and all of its component parts. ##6. Intellectual Property Rights.##All title and copyrights in and to the Product (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Product), the accompanying printed materials, and any copies of the Product are owned by Valgen or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Product, but that may be accessed through use of the Product, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties; this License grants you no rights to any such content. ##If this Product contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation; You may not copy the printed materials accompanying the Product. The Product is protected by copyright laws and international treaty provisions. Therefore, You must treat the Product like any other copyrighted material. You may not copy any printed materials accompanying the Product. ##7. Number of Designated Users##This evaluation is granted to users as outlined in the license management during installation.####8. Applicable law.##This License is governed by the laws of the state of Illinois. ##9. Disclaimer of Warranties.##To the maximum extent permitted by applicable law, Valgen and its suppliers provide the Product and any (if any) support services related to the Product ("Support Services") AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide support services. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR THAT THE PRODUCT CORRESPONDS TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCT. ##10. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.##TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VALGEN OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EVALUATION LICENSE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF RADICA OR ANY SUPPLIER, AND EVEN IF VALGEN OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ####11. Indemnification. ##If a third party claims that the Product or any part thereof infringe any patent, copyright, trademark, or trade secret, Valgen will defend You against such claim at Valgen’s expense and shall pay all damages that a court finally awards, provided that You notify Valgen in writing within fifteen (15) days of service of a claim, allows Valgen to control, and cooperates with Valgen in, the defense or any related settlement negotiations. If such a claim is made or appears possible, Valgen may, at its option, secure for You the right to continue to use the Product, or modify or replace the same so it is non-infringing, or terminate this Agreement. ##12. Limitation of liability and remedies.##Except for the indemnification in Section 11, Notwithstanding any damages that you might incur for any other reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Valgen and any of its suppliers under any provision of this Evaluation License and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Product. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. ##13. U.S. Government Restricted Rights. ##The Software is a commercial product, developed at private expense, and provided with restricted rights. Use, reproduction, release, modification or disclosure of the Software, or any part thereof, including technical data, by the Government is restricted in accordance with Federal Acquisition Regulation (“FAR”) 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement (“DFARS”) 227.7202 for military agencies.##14. General. ##The Agreement constitutes the entire agreement between you and Valgen and governs your use of the Software, superseding any prior agreements between you and Valgen. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect. ##The parties acknowledge that the manufacture and sale of the Software is subject to the export control laws of the United States of America, including the U.S. Bureau of Export Administration regulations, as amended, and hereby agree to obey any and all such laws. You may not assign this Agreement, and any assignment of this Agreement by you will be null and void.
