Entegrity Solutions Corporation Software Test and Evaluation License Agreement

This Entegrity Solutions Corporation Beta Software Test & Evaluation License Agreement (the "Agreement") is made between you, the end user customer ("Customer"), and Entegrity Solutions Corporation, a California corporation ("Entegrity"). IMPORTANT - BY CLICKING ON THE "ACCEPT" OR "YES" BUTTON, OR INSTALLING, DOWNLOADING OR USING THE SOFTWARE, OR OPENING THE PACKAGE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON, DO NOT USE, INSTALL OR DOWNLOAD THE SOFTWARE, OR IF APPLICABLE, DO NOT OPEN THE PACKAGE, AND, IF APPLICABLE, RETURN THE SOFTWARE TO ENTEGRITY. THE TERMS OF ANY COMMERCIAL USE CLICK THROUGH AGREEMENT EMBEDDED IN THE SOFTWARE SHALL NOT SUPERSEDE THIS EVALUATION AGREEMENT AND WILL ONLY APPLY WHEN AND IF THIS EVALUATION LICENSE IS CONVERTED INTO A COMMERCIAL USE LICENSE UNLESS THE TERMS OF A MASTER LICENSE AGREEMENT APPLY. THIS LICENSE AGREEMENT CONTROLS AND SUPERSEDES ANY PURCHASE ORDERS ISSUED BY YOU FOR THIS SOFTWARE. THIS SOFTWARE IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES.

1. Grant of Test & Evaluation License. During the term of this Agreement, the Customer will have a temporary, non-transferable, and non-exclusive license (without right to sublicense) to: (i) use the Beta test version of the specified version of the Entegrity Software identified as DCE/DFS Linux v.1.1. Software Product in object code form and associated documentation (collectively, the “Software”) on one (1) Customer server and machine located at Customer’s offices at a single facility or premise, solely for the purpose of evaluating the Software and in accordance with the terms and conditions of this Agreement and (ii) reproduce one copy of the Software as reasonably needed for inactive backup or archival purposes. 

2. Intellectual Property Protection. The Software and all intellectual property rights therein including code, operation, architecture, implementation, and look and feel, are and shall remain at all times the exclusive property of Entegrity and its licensors. Nothing contained in this Agreement shall give or convey to Customer any right, title or interest in the Software, except to the extent of the license and rights expressly granted by this Agreement. Customer may not modify, translate, reverse engineer, decompile, disassemble, or create derivative works or emulators of the Software and Customer may not use the Software in an outsourcing or time sharing arrangement. Customer further agrees that such Software will not be deployed into production status systems. Customer may not delete or alter any copyright, trademark or other proprietary rights notices of Entegrity and its licensors, if any, appearing on the Software and Customer will reproduce such notices on all copies made of the Software. Customer may not distribute, sublicense, rent, lease, sell, transfer or grant any rights for the Software in any form to any third party without the express written consent of Entegrity. In the event of any breach of this section Entegrity has the right to seek injunctive or other equitable relief. 

3. Term and Termination. This Agreement shall have a term of thirty (30) days commencing upon the Effective Date. This Agreement may be extended as mutually agreed upon in writing by Entegrity and the Customer. This Agreement shall also terminate in the event a material breach occurs. The Customer’s right to use the Software shall terminate upon expiration of the term of this Agreement, and upon termination, the Customer agrees to return to Entegrity, promptly, the Software and related documentation and further agrees to purge from its electronic memory devices all copies of the Software, if applicable, unless the parties enter into a mutually acceptable license agreement. 

4. Confidentiality. For purposes of this Agreement, “Confidential Information” shall mean any confidential, trade secret or other proprietary information disclosed by one party to the other under this Agreement including, but not limited to, the Software, the existence of this Agreement and any marketing, distribution or other potential commercialization of the Software, except for information that: (i) was previously known by the receiving party free of any obligation to keep its confidence; (ii) is now or subsequently becomes generally known to the public through acts not attributable to the receiving party; or (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it. Confidential Information (A) shall be used by the parties only for the purposes set forth in this Agreement; (B) shall not be reproduced or copied, in whole or in part, except as necessary for use as authorized herein; (C) shall be distributed only to those employees of receiving party with a “need-to-know” in order to exercise rights and to perform tasks or services called for under this Agreement; and (D) shall be treated in confidence by the receiving party, and not disclosed to any third party without the prior written consent of the disclosing party. This section shall survive termination of this Agreement. 

5. Evaluation and Reporting. Customer agrees to perform any number of evaluations or tests, and to provide the results of all tests performed, including information on installation, product experience, functionality, accuracy, consistency, and ease of use of the Software and documentation either orally or in writing through the normal Entegrity customer support organization. Customer agrees to promptly communicate to Entegrity via e-mail or otherwise with a report on any installation, product experience, functionality, bugs, defects, or enhancement requests related to the Software during the term of this Agreement. Customer shall install and test new Beta updates of the Software, if any. Customer agrees that Entegrity may utilize all comments and suggestions for improvements or modifications, whether written or oral, furnished by Customer to Entegrity in connection with the evaluation of the Software, and that Customer grants to Entegrity a perpetual, unrestricted, irrevocable and royalty-free license to include the foregoing in any Entegrity product or service. 

6. Evaluation License Fee. In consideration of the rights granted herein, Customer will pay Entegrity the evaluation license fee, if any, as agreed upon by the parties or as set forth in a separate invoice or purchase order. 

7. Support. Entegrity will provide Customer with the support services, as Entegrity deems necessary to enable Customer to evaluate the Software. Except as set forth herein, Entegrity has no other obligation to Customer to support, update or maintain the Software. Any additional support or technical services requested by Customer shall be charged at Entegrity’s standard time and materials rates, unless covered by a separate maintenance agreement between the parties. Any and all corrections or bug fixes provided as part of the evaluation shall be deemed included in the Software for the purposes of this Agreement. 

8. DISCLAIMER OF WARRANTIES. CUSTOMER UNDERSTANDS AND AGREES THAT THE SOFTWARE IS A PRE-PRODUCTION BETA VERSION EVALUATION PRODUCT AND IS OFFERED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ENTEGRITY DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE OR THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED. 

9. LIMITATION OF LIABILITY. ENTEGRITY SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT OR INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA, RE-RUN TIME, INACCURATE INPUT, USE OF DIGITAL CERTIFICATES OR SIGNATURES, INABILITY TO ACCESS THE INTERNET, TELECOMMUNICATIONS FAILURES, HACKERS, WORK DELAYS OR LOST PROFITS, EVEN IF ENTEGRITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THIS AGREEMENT OR USE OF THE SOFTWARE OR SERVICES PROVIDED BY ENTEGRITY, REGARDLESS IF ANY ACTION OR CLAIM IS BASED ON CONTRACT, WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE. 

10. Export Compliance and Foreign Reshipment Liability. CUSTOMER SHALL NOT EXPORT OR REEXPORT, DIRECTLY OR INDIRECTLY, THE SOFTWARE OR INFORMATION PERTAINING THERETO TO ANY COUNTRY TO WHICH SUCH EXPORT OR REEXPORT IS RESTRICTED OR PROHIBITED BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA, OR AS TO WHICH SUCH GOVERNMENT OR ANY AGENCY THEREOF REQUIRES AN EXPORT LICENSE OR OTHER GOVERNMENTAL APPROVAL AT THE TIME OF EXPORT OR REEXPORT WITHOUT FIRST OBTAINING SUCH LICENSE OR APPROVAL. 

11. Government End Users. If the license hereunder is acquired by the U.S. government or an agency thereof, Customer acknowledges that the Software and related materials are “commercial computer software” as that term is defined in 48 C.F.R. 12.212 of the Federal Acquisition Regulations (FAR) and in 48 C.F.R. 227.7202 of the Department of Defense Federal Acquisition Regulations Supplement (DFARS) and its successors. 

12. General Provisions. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Neither party shall have the right to assign this Agreement, by operation of law or otherwise, without the other party’s prior written consent. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties hereto. This Agreement constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, purchase orders or understandings between the parties. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by writing signed by the parties to be bound thereby. In any action to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover, as an element of the costs of the suit and not as damages, reasonable attorneys’ fees to be fixed by the court (including without limitation, costs, expenses and fees on any appeal). 
    

  Accept Do Not Accept

If you agree to the terms, fill out the form that follows. If you are accepted for the Beta program, you will be contacted by a representative from Entegrity Solutions within a few days.  If you are not accepted for the Beta program, you will be notified when an evaluation version of the product is available. 

Evaluation Registration Form

(Required fields are bold)

Phone Number

Fax Number

Do you currently have a DCE server running in your enterprise?

If yes, on what operating system? 

If yes, on what operating system?