SOFTWARE EVALUATION AGREEMENT
The computer software, data, information and documentation (“Software”) is provided to each person who executes this Agreement (“you” or “your”) as described herein. This Agreement is between you and Board Checkup, Self Assessment Software Services Inc, the owner of the Software. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. It is your responsibility to ensure that you, and any members of your board that you are aware of, are compliance with all copyright and applicable intellectual property laws, while using this software.
USE OF THIS SOFTWARE IS LIMITED TO the terms of this SPECIAL PURPOSE SOFTWARE EVALUATION Agreement (“Agreement”). UNDER NO CIRCUMSTANCES MAY YOU COPY, RE-CREATE, REVERSE ENGINEER, DISASSEMBLE, DECOMPILE, MODIFY, TEST, ALTER, TAMPER, HACK, MODIFY, OR SELL ANY ASPECT OF THIS SOFTWARE. YOU MAY USE THE SOFTWARE AFTER reading and "ACCEPTING" THE TERMS OF THIS AGREEMENT. If you do not agree to the terms of this Agreement DO NOT USE THE SOFTWARE.
1. Limited License. Subject to the terms and conditions herein, Professor Harrison hereby grants you a limited, non-exclusive, non-assignable, non-transferable, royalty-free license to use the Software to assess and evaluate the impact of assessments of nonprofit board of director governance effectiveness. The software is for single use for the sole purpose of evaluating the effectiveness of a governing board, and not for any other purpose under any other circumstances.
2. Restrictions. You will not: (a) rent, lease, sell, sublicense, assign, or otherwise transfer the Software; (b) permit others to use, rent, lease, sell, sublicense, assign, or otherwise transfer the Software; or (c) make copies of the Software except as expressly permitted under this Agreement. No source code is provided under this Agreement. You may not reverse engineer, disassemble, decompile, or modify any program code of the Software you use, including reports that you download, or re-create or discover the source code of the Software. You may not embed or combine the Software within any other software product or device. The Software contains proprietary and confidential information, which you agree not to discover or reveal to others. Any and all permitted copies of the Software, including copies of the system produce reports, that you make are proprietary and subject to the terms of this Agreement.
3. Proprietary Rights. Except for the express licenses granted in this Agreement, Board Checkup, Self Assessment Software Services Inc. is not granting or assigning any right, title, or interest, in or to any intellectual or proprietary rights expressly, impliedly, or by estoppel to you.
4. Evaluator Feedback. You agree to notify Board Checkup, Self Assessment Software Services Inc. as soon as possible and no event later than the end of the Evaluation Period (as defined in Section 6) in accordance with any instructions that Board Checkup, Self Assessment Software Services Inc. provides concerning the method of notification of any errors, defects, or performance problems encountered when using the Software (“Mandatory Feedback”). You may provide other voluntary comments, suggestions, or other communications to Board Checkup, Self Assessment Software Services Inc. by email at boardcheckup@comcast.net with respect to the Software (“Voluntary Feedback”). You represent and warrant that all Voluntary Feedback you provide is owned by you and does not include any third-party materials. You agree to assign and hereby do assign to Board Checkup, Self Assessment Software Services Inc. , without any additional consideration, your entire worldwide right, title, and interest in and to all of the Mandatory Feedback and Voluntary Feedback you provide, including, but not limited to, patent rights, copyrights, moral rights, trade secret rights, mask work rights, and any other intellectual property rights and proprietary rights in such Mandatory Feedback and Voluntary Feedback. You agree to execute any documentation reasonably necessary to perfect the assignment set forth herein.
5. Documentation License. To the extent that the Software includes any accompanying documentation, such as user’s guides, or on-line, read-me, or help files (“Documentation”), you may not reproduce, distribute, modify, and publish the Documentation. Moreover, all proprietary and other notices must be intact.
6. Term and Termination. The term of this Agreement will begin on the date that you view this Agreement (“Effective Date”) and will expire at the end of the evaluation period unless both parties agree to extend the term. Notwithstanding the foregoing, either party will have the right to terminate this Agreement at any time, with or without cause, without notice to the other party. Upon expiration or termination of this Agreement, you will delete all copies of the Software and Documentation that you downloaded. You may keep system generated reports for your internal records. Notwithstanding anything to the contrary contained herein, Sections 3, 4, and 6 through 12 will survive termination or expiration of this Agreement.
7. Specific Disclaimer of Warranty. Board Checkup, Self Assessment Software Services Inc. does not warranty the performance or features of the Software in any way, nor do they warrant that use of the Software will be uninterrupted or error-free. You agree that use of the Software is at your sole risk. THE SOFTWARE IS PROVIDED “AS IS”.
8. Limitation of Liability. YOU WILL BE SOLELY RESPONSIBLE FOR ADEQUATE PROTECTION AND BACKUP OF ANY DATA USED IN CONNECTION WITH THE SOFTWARE. IN NO EVENT WILL BOARD CHECKUP, SELF ASSESSMENT SERVICES INC. BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF BOARD CHECKUP, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Support. Board Checkup, Self Assessment Software Services Inc. is under no obligation to support or provide services relating to your use and evaluation of the Software. Notwithstanding the foregoing, Board Checkup, Self Assessment Software Services Inc. will acknowledge any Mandatory Feedback submitted in accordance with any instructions that may be provided from time to time.
10. Entire Agreement. This Agreement sets forth the entire understanding between the parties with respect to the matters set forth herein and supersedes all prior and contemporaneous representations, understandings, or agreements, whether written or oral, express or implied, with respect to such matters.
11. General. This Agreement will be governed by the laws of the Province, State and Country where the board is situated, without regard to its conflicts of law principles. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
12. Assignment. You may not assign this Agreement, or any rights or duties hereunder, without express written permission from Board Checkup, LLC. Any such assignment will be null and void.
13. Export Restrictions. You agree to comply with all export country control regulations relating to the export of the Software.
By executing this Agreement, you represent and warrant that you have read and understood this Agreement, and have sought or waived the right to seek legal counsel prior to executing this Agreement. You further represent and warrant that if you are employed, and if your employer has rights to intellectual property that you create that includes your Voluntary Feedback under Section 4, that you have received permission to provide such Voluntary Feedback on behalf of that employer, and that your employer has waived such rights for your Voluntary Feedback to Board Checkup, Self Assessment Software Services Inc.. You agree to notify Board Checkup, Self Assessment Software Services Inc. of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.
Please execute this Agreement by checking:
____I ACCEPT THE TERMS OF THIS AGREEMENT
