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License agreement

IMPORTANT INFORMATION ABOUT YOUR RIGHTS, OBLIGATIONS, AND THE USE OF YOUR DATA – PLEASE READ AND AGREE BEFORE COPYING, INSTALLING, OR USING

This Agreement forms a legally binding contract between you, or the company or other legal entity (“Legal Entity”)which you represent and warrant that you have the legal authority to bind that Legal Entity, agreeing to this Agreement (each, “You” or “Your”) and Deelvin LLC (“Deelvin”) regarding Your use of the Materials. By copying, installing, distributing, publicly displaying, or otherwise using the Materials, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not copy, install, distribute, publicly display, or use the Materials.

1. LICENSE DEFINITIONS

  1. “Confidential Information” means all Materials (as defined below), including any portions thereof, that are identified or labeled as BgRem confidential information or a similar legend.
  2. “Excluded License” means a license that requires, as a condition of use, modification, or distribution, that the licensed software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in Source Code form; (b) be licensed by the user to third parties for the purpose of making and/or distributing derivative works; or (c) be redistributable at no charge. Excluded Licenses include, without limitation, licenses that license or distribute software under any of the following licenses or distribution models, or licenses or distribution models substantially similar to any of the following: (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Source License (SISL), and (g) the Common Public License (CPL).
  3. "Materials" are defined as the software, documentation, the software product serial number and license key codes (if applicable), and other materials, including any modifications, updates and upgrades thereto, that are provided to You under this Agreement. Materials also include any Source Code and Pre-Release Materials, as defined below, but do not include Third Party Programs.
  4. “Pre-Release Materials” means the Materials, or portions thereof, that are identified or labeled as pre-release, and as such the Pre-Release Materials are deemed to be pre-release code (e.g., alpha or beta release, etc.), which may not be fully functional and which Deelvin may substantially modify in development of a commercial version, and for which Deelvin makes no assurances that it will ever develop or make generally available a commercial version.
  5. “Source Code” is defined as the software (and not documentation or text) portion of the Materials provided in a human-readable format, and includes modifications to the Source Code that You make or are made on Your behalf as expressly permitted under the terms of this Agreement
  6. “Third Party Programs” (if any) are the files listed in the “third-party-programs.txt” text file that may be included in the Materials for the applicable software.

2. LICENSE GRANTS

2.1 License Grant. Subject to Your compliance with this Agreement, Deelvin hereby grants to You a non-transferable, non-exclusive, non-sublicensable license under Deelvin’s intellectual property rights except for Deelvin’s patent rights, to (a) make copies of and (b) use the Materials internally.

2.2 Third-Party Programs. Third-Party Programs, even if included with the distribution of the Materials, are governed by separate license terms, including without limitation, third-party license terms, and open-source software license terms. Such separate license terms (and not this Agreement) solely govern Your use of the Third-Party Programs.

3. LICENSE CONDITIONS AND ADDITIONAL LICENSE TYPES

  1. If You are an entity, Your contractors may use the Materials as specified in Section 2 above, provided: (i) their use of the Materials is solely on behalf of and in support of Your business, (ii) they agree to the terms and conditions of this Agreement, and (iii) You are solely responsible for their use of the Materials.
  2. This agreement is a license only and is not a sale of the Materials or any part of it.

3.1 Pre-Release Materials. Notwithstanding anything to the contrary elsewhere in this Agreement, If the Materials You received are identified as Pre-Release Materials, (i) You may only use the Pre-Release Materials for internal evaluation purposes and You may not disclose, modify, distribute or make commercial use of the Pre-Release Materials or any portion; (ii) You have the right to use the Pre-Release Materials only for the duration of the pre-release term, which is specified in the product release notes, on Deelvin’s download website for the Materials or elsewhere, or until the commercial release, if any, of the Pre-Release Materials, whichever is shorter, and (iii) You may not disclose to any third-party any benchmarks, performance results, or other information relating to the Pre-Release Materials.

3.2 Restrictions. Except as expressly provided in this Agreement, You may NOT: (i) use, copy, distribute, or publicly display the Materials; (ii) rent or lease the Materials to any third party; (iii) assign this Agreement or transfer the Materials; (iv) modify, adapt, or translate the Materials in whole or in part; (v) reverse engineer, decompile, or disassemble the Materials; (vi) attempt to modify or tamper with the normal function of any license manager that may regulate the usage of the Materials; (vii) distribute, sublicense or transfer the Source Code form of any components of the Materials or derivatives thereof to any third party; (viii) include the Materials in malicious, deceptive, or unlawful programs or products; or (ix) modify, create a derivative work, link, or distribute the Materials so that any part of it becomes subject to an Excluded License.

3.3 Safety-Critical Applications. Safety is Your responsibility. To the extent You use the Materials to create, or as part of, products used in safety-critical applications designed to comply with functional safety standards or requirements (“Safety-Critical Applications”), it is Your responsibility to design, manage and assure system-level safeguards to anticipate, monitor and control system failures, and You agree that You are solely responsible for all applicable regulatory standards and safety-related requirements concerning Your use of the Materials in Safety Critical Applications. You agree to indemnify and hold Deelvin and its representatives harmless against any damages, costs, and expenses arising in any way out of Your use of the Materials in Safety-Critical Applications.

4. PRIVACY

4.1 Data Collection at Registration. Based on the personal information You provided to Deelvin when You registered the license to the Materials with Deelvin, Deelvin has collected or will collect certain personal information from You in order to contact You regarding updates to the Materials, and regarding Your experience with obtaining, installing, and otherwise using Materials, including sending You surveys to obtain the aforementioned information.

4.2 Deelvin’s Privacy Notice. Deelvin is committed to respecting Your privacy. To learn more about Deelvin’s privacy practices, please visit https://deelvin.com/privacy-policy .

5. OWNERSHIP

Title to the Materials and all copies thereof remain with Deelvin or its suppliers. The Materials are protected by intellectual property rights, including without limitation, United States copyright

laws and international treaty provisions. You will not remove any copyright or other proprietary notice from the Materials. You agree to prevent any unauthorized copying of the Materials. Except as expressly provided herein, no license or right is granted to You directly or by implication, inducement, estoppel, or otherwise; specifically, Deelvin does not grant any express or implied right to You under Deelvin patents, copyrights, trademarks, or trade secrets.

6. NO WARRANTY AND NO SUPPORT

Disclaimer. Deelvin disclaims all warranties of any kind and the terms and remedies provided in this Agreement are instead of any other warranty or condition, express, implied or statutory, including those regarding merchantability, fitness for any particular purpose, non-infringement, or any warranty arising out of any course of dealing, usage of trade, proposal, specification or sample. Deelvin does not assume (and does not authorize any person to assume on its behalf) any other liability.

Deelvin may make changes to the Materials, or to items referenced therein, at any time without notice, but is not obligated to support, update, or provide training for the Materials. Deelvin may in its sole discretion offer such support, update or training services under separate terms at Deelvin’s then-current rates. You may request additional information on Deelvin’s service offerings from a Deelvin sales representative.

7. LIMITATION OF LIABILITY

Neither Deelvin nor its suppliers shall be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other loss) arising out of the use of or inability to use the Materials, even if Deelvin has been advised of the possibility of such damages. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

8. UNAUTHORIZED USE

The Materials are not designed, intended, or authorized for use in any type of system or application in which the failure of the Materials could create a situation where personal injury or death may occur (e.g., medical systems, life-sustaining, or lifesaving systems). Should You use the Materials for any such unintended or unauthorized use, You hereby indemnify, defend, and hold Deelvin and its officers, subsidiaries, and affiliates harmless against all claims, costs, damages, expenses, and reasonable attorney fees arising out of, directly or indirectly, such use and any claim of product liability, personal injury or death associated with such unintended or unauthorized use, even if such claim alleges that Deelvin was negligent regarding the design or manufacture of the Materials.

9. USER SUBMISSIONS

This Agreement does not obligate You to provide Deelvin with materials, information, comments, suggestions, or other communication regarding the Materials. However, You agree that any material, information, comments, suggestions, or other communication You transmit or post to a Deelvin website or provide to Deelvin under this Agreement are not controlled by the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulation (EAR), and if related to the features, functions, performance or use of the Materials are deemed nonconfidential and non-proprietary ("Communications"). Deelvin will have no obligations with respect to the Communications. You hereby grant to Deelvin a non-exclusive, perpetual, irrevocable, royalty-free, copyright license to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein, including derivative works thereto, for all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from a Deelvin website or providing to Deelvin any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. If You wish to provide Deelvin with information that You intend to be treated as confidential information, Deelvin requires that such confidential information be provided pursuant to a nondisclosure agreement (“NDA”), so please contact Your Deelvin representative to ensure the proper NDA is in place.

Nothing in this Agreement will be construed as preventing Deelvin from reviewing Your Communications and errors or defects in Deelvin products discovered while reviewing Your Communications. Furthermore, nothing in this Agreement will be construed as preventing Deelvin from implementing independently-developed enhancements to Deelvin’s own error diagnosis methodology to detect errors or defects in Deelvin products discovered while reviewing Your Communications or to implement bug fixes or enhancements in Deelvin products. The foregoing may include the right to include Your Communications in regression test suites.

10. NON-DISCLOSURE

The following provisions will apply if there is no existing non-disclosure agreement between You and Deelvin. You will maintain the confidentiality of the Confidential Information (if any) with at least the same degree of care that You use to protect Your own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. You will not disclose the Confidential Information to any employees or any third parties except to Your employees who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein, provided that You will be liable for breach by any such entity. For the purposes of this Agreement, the term “employee” will include Your independent contractors, who have signed confidentiality agreements with You. You will not make any copies of the Confidential Information except as necessary for Your employees with a need to know. Any copies that are made will be identified as belonging to Deelvin and marked “confidential”, “proprietary” or with a similar legend. You will not be liable for the disclosure of any Confidential Information which is an obligation of confidentiality; (c) rightfully known to You without any limitation on disclosure prior to Your receipt from Deelvin; (d) independently developed by Your employees; or (e) required to be disclosed in accordance with applicable laws, regulations, court, judicial or other government order, provided that You will give Deelvin reasonable notice prior to such disclosure and will comply with any applicable protective order.

11. TERMINATION OF THIS LICENSE

This Agreement becomes effective on the date You accept this Agreement and will continue until terminated as provided for in this Agreement. If You are using the Materials under a time-limited license, for example, an Evaluation License, this Agreement terminates without notice on the last day of the time period, which is specified in the Materials or on Deelvin’s website, and/or controlled by the license key code for the Materials. Deelvin may terminate this license immediately if You are in breach of any of its terms and conditions and such breach is not cured within thirty (30) days of written notice from Deelvin. Upon termination, You will immediately return to Deelvin or destroy the Materials and all copies thereof. Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 13 will survive the expiration or termination of this Agreement.

12. U.S. GOVERNMENT RESTRICTED RIGHTS

The technical data and computer software covered by this license are “Commercial Item,” as such term is defined by the FAR 2.101 (48 C.F.R. 2.101) and is “commercial computer software” and “commercial computer software documentation” as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This commercial computer software and related documentation are provided to end users for use by and on behalf of the U.S. Government, with only those rights as are granted to all other end-users pursuant to the terms and conditions herein. Use for or on behalf of the U.S. Government is permitted only if the party acquiring or using this software is properly authorized by an appropriate U.S. Government official. This use by or for the U.S. Government clause is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses Government rights in the computer software or documentation covered by this license. All copyright licenses granted to the U.S. Government are coextensive with the technical data and computer software licenses granted herein. The U.S. Government will only have the right to reproduce, distribute, perform, display, and prepare derivative works as needed to implement those rights.

13. GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement contains the complete and exclusive agreement and understanding between the parties concerning the subject matter of this Agreement and supersedes all prior and contemporaneous proposals, agreements, understanding, negotiations, representations, warranties, conditions, and communications, oral or written, between the parties relating to the same subject matter. This Agreement, including without limitation its termination, has no effect on any signed non-disclosure agreements between the parties, which remain in full force and effect as separate agreements to their terms. Each party acknowledges and agrees that in entering into this Agreement it has not relied on, and will not be entitled to rely on, any oral or written representations, warranties, conditions, understanding, or communications between the parties that are not expressly set forth in this Agreement. The express provisions of this Agreement control over any course of performance, course of dealing, or usage of the trade inconsistent with any of the provisions of this Agreement. The provisions of this Agreement will prevail notwithstanding any different, conflicting, or additional provisions that may appear on any purchase order, acknowledgment invoice, or other writing issued by either party in connection with this Agreement. No modification or amendment to this Agreement will be effective unless in writing and signed by authorized representatives of each party. If You received a copy of this Agreement translated into another language, the English language version of this Agreement will prevail in the event of any conflict between versions.

13.2 Export. You acknowledge that the Materials and all related technical information are subject to export controls under the laws and regulations of the United States and any other applicable governments. You agree to comply with these laws and regulations governing export, re-export, import, transfer, distribution, and use of the Materials. In particular, but without limitation, the Materials may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to any person or entity listed on a denial order published by the U.S. government or any other applicable governments. By using the Materials, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Materials for any purposes prohibited by the U.S. government or other applicable governments, including, without limitation, the development, design, manufacture, or production of the nuclear, missile, chemical, or biological weapons. You confirm that the Materials will not be re-exported or sold to a third party who is known or suspected to be involved in activities including, without limitation, the development, design, manufacture, or production of the nuclear, missile, chemical, or biological weapons.

13.3 Governing Law, Jurisdiction, and Venue. All disputes arising out of or related to this Agreement, whether based on contract, tort, or any other legal or equitable theory, will in all respects be governed by, and construed and interpreted under, the laws of the United States of America and the State of Delaware, without reference to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from and will not apply to this Agreement. All disputes arising out of or related to this Agreement, whether based on contract, tort, or any other legal or equitable theory, will be subject to the exclusive jurisdiction of the courts of the State of Delaware or of the Federal courts sitting in that State. Each party submits to the personal jurisdiction of those courts and waives all objections to that jurisdiction and venue for those disputes.

13.4 Severability. The parties intend that if a court holds that any provision or part of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable, the parties intend that the court will sever and delete the provision or part from this Agreement. Any change to or deletion of a provision or part of this Agreement under this Section will not affect the validity or enforceability of the remainder of this Agreement, which will continue in full force and effect.

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