S3 Control PCI Starter Edition License Agreement

READ THE TERMS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE OPENING THE PACKAGE CONTAINING THE SOLIDCORE S3 CONTROL PCI SOFTWARE� ("S3 CONTROL PCI STARTER EDITION�" OR "S3 CONTROL PCI PRO EDITION�"). BY CLICKING ON THE "CONTINUE" BUTTON BELOW, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, YOU SHOULD NOT CLICK ON THE "CONTINUE" BUTTION OR IF YOU INADVERTENTLY INSTALL THE SOFTWARE YOU SHOULD IMMEDIATELY UNINSTALL ALL COPIES OF THE SOFTWARE. THIS LICENSE AGREEMENT CONTAINS THE ENTIRE AGREEMENT CONCERNING THE SOLIDCORE S3 CONTROL PCI SOFTWARE BETWEEN YOU AND SOLIDCORE SYSTEMS�, INC, AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION OR UNDERSTANDING BETWEEN THE PARTIES, IF ANY.

SOLIDCORE SYSTEMS, INC. END-USER SUBSCRIPTION AGREEMENT

1. LICENSE GRANT. Solidcore Systems®, Inc. ("Licensor") hereby grants to you, and you accept, a nonexclusive license to use the  "S3 Control PCI Starter Edition" or "S3 Control PCI Pro Edition" as applicable in machine reusable, object code form only, as authorized in this Solidcore Systems, Inc. End-User Agreement (the "Agreement") and accompanying User Documentation (collectively referred to as the "Software").
   
   The License Grant is for a fourteen day trial period which will automatically expire unless Solidcore receives a written Purchase Order or Payment for five (5) Authorized Software Images or greater ("Authorized Software Image(s)" shall mean the number of Software Images for which Licensee is authorized to operate the Licensed Software Product, as specified in this License, and calculated by the total number of Software Images in use within Licensee’s servers and not by the overall number of servers operating system of the Software). Once payment is received the license shall convert to a three year subscription from the date payment is received. Unless otherwise specified in the purchase order or payment remittance, the operation of the Software is restricted to no more than 5 Authorized Software Images owned, leased or otherwise controlled by you; or in the event of the inoperability of that computer, on a backup computer owned, leased or otherwise controlled by you.
   
   Neither concurrent use on six or more computers nor use in a local area network or other network is permitted without separate authorization and the payment of other license fees which may be paid referencing this License Agreement. You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share you rights under this Agreement. You further agree that you may not modify, make derivative works, disassemble, reverse engineer, analyze, decompile, access the data collected by this product by any other means besides the software provided under this Agreement, convert or translate the Software or copy any ideas, features, functions or graphics of the Software. These restrictions shall survive termination of this Agreement.
   
   
2. LICENSOR'S RIGHTS. You acknowledge and agree that the Software and the User's Documentation are proprietary products of Licensor which are protected under United States patent and copyright laws. You acknowledge that this Agreement confers only the right to use the Software while this Agreement is in effect; it does not convey any rights of ownership by you in or to the Software nor any rights to continue using the software after the term expires. All right, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the Software will remain the sole property of Licensor. Any services provided to you under this Agreement, including methods, processes, notes, designs, code, documentation, memoranda, and other data or materials that are prepared in the performance of such services hereunder, and all right, title and interest in the foregoing, will belong to Licensor. This Agreement does not convey to you an interest in or to the Software, but only a limited right to use the Software, revocable in accordance with the terms of this Agreement.
   
   
3. LICENSE FEES. The license fees paid by you are paid in consideration of the license granted under this Agreement and the provisions of the Licensor Software Support Services Agreement attached.
   
   
4. TERM. This Agreement is effective upon your acceptance of this license ("commencement"). The term shall be for a fourteen day trial and the software will automatically expire at the end of fourteen days. The license will convert to a three year term license provided you have:
   
   
1. Agreed to a non-cancelable minimum three year license period by providing Licensor with an authorized binding purchase order or the first year non-refundable license fee payment; or
2. Extended the initial three year license period by providing Licensor with an authorized binding purchase order or non-refundable license fee payment extending the term.
3. Once the initial term and if applicable all such extensions have passed, all Images and any back up copies of the software must be uninstalled and all usage of the software must end immediately

Licensor may terminate this Agreement without thereby incurring any liability to pay any compensation or cancellation charge if termination of this Agreement is for cause, which includes any material breach by you of any provision of this Agreement that is either incapable of being cured, or is not cured within sixty (60) days after you receive written notice from Licensor that sets forth your purported breach. Any such termination shall be effective at the end of thirty (30) days from a written termination notice which Licensor will send at the end of the sixty (60) days mentioned. Non-payment of any license fees within the payment terms of this Agreement shall be grounds for immediate termination of this Agreement regardless of the timing of written notice.

5. LIMITED WARRANTY. Licensor warrants, for your benefit alone, for a period of 14 days from the date of the commencement of this Agreement (referred to as the "Warranty Period") that the Software is free from defects in material and workmanship. Licensor further warrants, for your benefit alone, that during the Warranty Period, the Software shall operate substantially in accordance with any related User Documentation if applicable that accompanied the Software. In the event that the software does not operate in accordance with the User Documentation during the Warranty Period, you shall be entitled to a full refund of license fees paid for that Software. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE AND RELATED USER DOCUMENTATION ARE LICENSED "AS IS", AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OF IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
   
   
6. LIMITATION OF LIABILITY. Licensor’s cumulative liability to you or any other party for any loss or damages resulting from any claims, demands or actions arising out of or relating to this agreement shall not exceed $500 for the use of the software. In no event shall Licensor be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if Licensor has been advised of the possibility of such damages. Some States do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
   
   
7. TRADEMARK. For the purposes of this Agreement, (i) "Trademarks" shall refer to all trademarks, trade names, service marks, symbols and logos, which Licensor may at any time license, own, use or register with respect to the Software, and (ii) "Intellectual Property Rights" with respect to the Software shall refer to any patent applications, patents, inventions, copyrights, know-how or trade secrets, now or hereafter developed, owned, licensed to or acquired by Licensor whether in registered or unregistered form in any jurisdiction relating to the design, manufacture, delivery, operation, or service of the Software. Subject to the terms and conditions of this Agreement, all Trademark and Intellectual Property Rights with respect to the Software will remain the sole property of Licensor.
   
   
8. INDEMNITY. Licensor shall have no liability or duty to indemnify and defend anyone or any entity for a claim of infringement based on (i) modifications of the Software made by you or a third party where the Software would not be infringing without any such modification, or (ii) combination, operation or use of the Software with any software not supplied or authorized to be combined with the Software by Licensor.
   
   
9. GOVERNING LAW. The internal laws of the State of California (irrespective of its choice of law principles) will govern the validity of this Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto. Neither the Uniform Commercial Code nor the UN Convention for the International Sale of Goods shall apply to this Agreement in whole or in part. Venue shall be County of Santa Clara.
   
   
10. COSTS OF LITIGATION. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney’s fees and expenses of litigation.
    
    
11. FORCE MAJEURE. Neither party will be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including acts of God or acts, omissions or delays in acting by any governmental authority or the other party.
    
    
12. SEVERABILITY. If any provision of this Agreement, or the application thereof, will for any reason and to any extent be invalid or unenforceable, the remainder of this Agreement, and (if appropriate) such provision to other persons or circumstances, will remain in full force and effect and be interpreted so as best to reasonably effect the intent of the parties hereto.
    
    
13. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties with respect to their subject matter and supersedes all prior and contemporaneous agreements or understandings. There are no representations, agreements, arrangements or understandings, oral or written, between the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein.
    
    
14. WAIVER. A party’s failure to exercise any right under this Agreement will not constitute a waiver of (a) any other terms or conditions of this Agreement, or (b) a right at any time thereafter to require exact and strict compliance with the terms of this Agreement.
    
    
15. NOTICES. Whenever you desire or are required to give any notice, demand, or request with respect to this Agreement to Licensor, such communication will be in writing and will be effective only if it is delivered by personal service or mailed, postage prepaid, addressed as follows:
    
    Solidcore Systems, Inc., 20863 Stevens Creek Blvd., Suite 300, Cupertino, California 95014
    Attn: Vice President Finance
    
    Any such communications will be effective when the addressee receives them; but if sent by certified mail; they will be effective five (5) days after being deposited in the mail.

Thank you for accepting the S3 Control PCI Starter Edition License Agreement; you may now download this software.   Request a download of the S3 Control PCI Starter Edition by completing the form below. All fields are mandatory.             First Name   Last Name   eMail   Phone Number   Company   State Choose a State/Province Non US/Canada Alabama Alberta Alaska Arizona Arkansas British Columbia California Colorado Connecticut D.C. Delaware Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Manitoba Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Brunswick New Hampshire New Jersey New Mexico New York Newfoundland and Labrador North Carolina North Dakota Northwest Territories Nova Scotia Nunavut Ohio Oklahoma Ontario Oregon Pennsylvania Prince Edward Island Quebec Rhode Island Saskatchewan South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming Yukon Territories   Country Choose a Country United States Canada Abkhazia Afghanistan Akrotiri and Dhekelia Aland Albania Algeria American Samoa Andorra Angola Anguilla Antarctica Antigua and Barbuda Antioquia Argentina Armenia Aruba Ascension Island Australia Austria Azerbaijan Bahamas Bahrain Bangladesh Barbados Belarus Belgium Belize Benin Bermuda Bhutan Bolivia Bosnia and Herzegovina Botswana Bouvet Island Brazil British Indian Ocean Territory Brunei Darussalam Bulgaria Burkina Faso Burundi Cambodia Cameroon Cape Verde Cayman Islands Central African Republic Chad Chile China Christmas Island Cocos (Keeling) Islands Colombia Comoros Congo Cook Islands Costa Rica Cote D'Ivoire (Ivory Coast) Croatia (Hrvatska) Cuba Cyprus Czech Republic Denmark Djibouti Dominica Dominican Republic East Timor Ecuador Egypt El Salvador Equatorial Guinea Eritrea Estonia Ethiopia Falkland Islands (Malvinas) Faroe Islands Fiji Finland France French Guiana French Polynesia French Southern Territories Gabon Gambia Gaza Georgia Germany Ghana Gibraltar Greece Greenland Grenada Guadeloupe Guam Guatemala Guinea Guinea-Bissau Guyana Haiti Heard and McDonald Islands Honduras Hong Kong Hungary Iceland India Indonesia Iran Iraq Ireland Israel Italy Jamaica Japan Jordan Kazakhstan Kenya Kiribati Korea (North) Korea (South) Kuwait Kyrgyzstan Laos Latvia Lebanon Lesotho Liberia Libya Liechtenstein Lithuania Luxembourg Macau Macedonia Madagascar Malawi Malaysia Maldives Mali Malta Marshall Islands Martinique Mauritania Mauritius Mayotte Mexico Micronesia Moldova Monaco Mongolia Montserrat Morocco Mozambique Myanmar Namibia Nauru Nepal Netherlands Netherlands Antilles New Caledonia New Zealand Nicaragua Niger Nigeria Niue Norfolk Island Northern Mariana Islands Norway Oman Pakistan Palau Panama Papua New Guinea Paraguay Peru Philippines Pitcairn Poland Portugal Puerto Rico Qatar Reunion Romania Russian Federation Rwanda Saint Kitts and Nevis Saint Lucia Saint Vincent and the Grenadines Samoa San Marino Sao Tome and Principe Saudi Arabia Senegal Seychelles Sierra Leone Singapore Slovak Republic Slovenia Solomon Islands Somalia South Africa Spain Sri Lanka St. Helena St. Pierre and Miquelon Sudan Suriname Svalbard and Jan Mayen Islands Swaziland Sweden Switzerland Syria Taiwan Tajikistan Tanzania Thailand Togo Tokelau Tonga Trinidad and Tobago Tunisia Turkey Turkmenistan Turks and Caicos Islands Tuvalu Uganda Ukraine United Arab Emirates United Kingdom Uruguay US Minor Outlying Islands Uzbekistan Vanuatu Vatican City Venezuela Vietnam Virgin Islands (British) Virgin Islands (U.S.) Wallis and Futuna Islands West Bank Western Sahara Yemen Yugoslavia Zaire Zambia Zimbabwe   Upon submittting this form, you will see a screen with details on how to access installation and configuration help and your evaluation license number.Please note these down and then continue to your download.