BY ACCEPTING THIS AGREEMENT, THE LICENSEE HEREBY ACKNOWLEDGES READING THIS AGREEMENT, UNDERSTANDING IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. THE LICENSEE FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN LICENSOR AND LICENSEE, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN LICENSOR AND LICENSEE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

This Software Evaluation Agreement (the "Agreement") is entered into by and between DNS Europe Ltd (the "Licensor" or "DNSE") and You (the "Licensee"). DNS Europe's CCP Eval Application (the "Software") and related User Guides are copyrighted DNS Europe Ltd., and each copy of the Software received by Licensee is intended for use by Licensee on a single CA|3tera AppLogic Private Cloud [or Grid] the use of which is governed by a separate license agreement between Licensee and CA Technologies.

Licensee hereby requests that Licensor provides Licensee with access to a copy of the Software containing any and/or all applications within the Software for the purposes of evaluation only. Licensee shall utilize such software for the sole purpose of determining if Licensee desires to license or lease the Software, and for no other purpose whatsoever. Licensee agrees that its possession and use of the Software are subject to the following terms and conditions, and Licensee will undertake to perform the obligations of Licensee set forth below:

OWNERSHIP

The Software is fully owned by DNSE who own the title, copyright and other intellectual properties in the Software. The Software is licensed to you under this agreement and is NOT sold to you.

1.1 ENTITLEMENTS

Licensee may:

a. electronically transcribe the Software (including any data and digital documentation) and the License Key of the Software as described in the User Guides to their own authorized Private Cloud.

b. electronically operate the Software and related User Guides on the Private Cloud onto which the Software has been transcribed.

1.2 PROHIBITIONS

Licensee may NOT:

a. Physically duplicate the Software in whole or in part.

b. Decompile, disassemble, or otherwise reverse engineer the Software.

c. Incorporate any portion of the Software into any other program or application.

d. Reproduce, transmit, transcribe or store any portion of any User Guide on any information retrieval system, or translate into any foreign language or any computer language in any form or by any means whatsoever without the expressed written permission of Licensor.

e. Use or transcribe in any other form the Software (including any data and digital documentation), License Key, Service packs, or any User Guide without the expressed written permission of Licensor.

1.3 TERM

The evaluation license is effective upon the date of acceptance by Licensee and Licensor and continues in force for an initial term of thirty (30) days. Licensee may terminate this Agreement at any time by giving written notice to Licensor. Licensor may terminate this Agreement if Licensee fails to comply with any term or condition of this Agreement. Upon termination for any reason, Licensee agrees to immediately discontinue use of the Software and permanently destroy any electronically transcribed materials, software packages and User Guides.

1.3.1 EXTENDING LICENSE TERM

Licensee may request from Licensor an extension of the evaluation license term for an additional thirty (30) days prior to expiry of the previous thirty (30) day term. This process may be repeated indefinitely however an extension license key will only be provided to Licensee after further discussion with Licensor regarding the intended use of the Software during an extended license period. Licensor reserves the right to decline to provide Licensee with an extension license key at the Licensor's sole discretion.

1.4 PRODUCT SUPPORT

1.4.1 GENERAL TERMS

Subject to the terms and conditions set forth herein, DNS Europe will provide Customer with Technical Support via phone and e-mail in accordance with the included Support package agreed to upon registration ("Support Services").

Customer will be provided with Support Services only to named technical support contacts ("Technical Support Contacts"). Support Services will be delivered by a member of DNS Europe's technical support team to the Technical Support Contacts able to quote a relevant Support ID ("Support ID") set forth in the welcome mail provided by DNS Europe ("Welcome Mail").

For live person to person support, Technical Support Contacts may contact DNS Europe by telephone at the number specified in the Welcome Mail during business hours Monday through Friday (excluding standard UK holidays) as further described in the Welcome Mail. E-mail support tickets may be raised at any time but responses will only be provided to Customer's Technical Support Contacts during the applicable business hours, except in cases of emergency or planned works. Telephone inquiries can only be made by Customer's Technical Support Contacts during business hours and responses will only be provided to Customer's Technical Support Contacts during business hours.

BUGFIXES AND MAINTENANCE.

If Licensee reports a defect in the Product, or request a new product feature, Licensor will investigate it promptly and inform Licensee about the planned resolution. If Licensor accepts the defect or decides to implement the requested feature, Licensee will be notified regarding which future release of the Product the requested feature it is expected to be included. If Licensee has an urgent need for a modification or bugfix, Licensor may agree to provide a custom release or hotfix that solves the problem at additional cost and subject to resource availability.

1.5 INSTALLATION ASSISTANCE & PEMIUM PRODUCT SUPPORT

1.5.1 INSTALLATION ASSISTANCE

By default the Software will be made available for download to the Licensee together with instructions for installing the Software, unassisted by the Licensor. If the Licensee requires assistance from the Licensor to carry out the installation process, such assistance will be offered as a chargeable service, payable in advance, for a one-off fee of £500.

1.5.2 PREMIUM PRODUCT SUPPORT

Premium product support is available to the Licensee during the 30-day term of the Software evaluation and is offered as a chargeable service option, payable in advance, for a fee of £150 per 5 hours of premium support entitlement.

Examples of Premium Support services include, without being limited to: installation assistance, external system integration (e.g. billing system), AppLogic troubleshooting (except for DNSE-hosted Private Clouds), CCP product customisation, Customer application design, creation, troubleshooting & integration with CCP.

1.6 CONFIDENTIALITY

Due to the confidential nature of the information being disclosed, the Licensee agrees to treat all such information as confidential, and shall not publish, trade, sell or otherwise disclose such information to any competitors of DNSE or vendors that produce similar products. This agreement of confidentiality shall not apply to information that is or becomes available in the public domain as a result or governmental action or which is required to be disclosed pursuant to any law, rule or regulation of any governmental agency or the order of any court having jurisdiction.

1.7 GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the United Kingdom.

1.8 LIMITED WARRANTY

Licensor warrants that it is the true and lawful owner of the Software and hereby warrants that Licensor has the full right, power, and authority to grant to Licensee an evaluation license for the use thereof. The Software Package is provided to Licensee AS IS for evaluation purposes only without warranty of any kind. Licensor specifically disclaims any implied or any other claimed warranties of merchantability or suitability for any particular purpose.

1.9 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

The software is supplied "as is" and all use is at your own risk. DNSE disclaims all warranties of any kind, either express or implied, as to the software, including, but not limited to, implied warranties of fitness for a particular purpose, merchantability or non-infringement of proprietary rights. Neither this agreement nor any documentation furnished under it is intended to express or imply any warranty that the operation of the software will be uninterrupted, timely, or error-free. Under no circumstances shall DNSE be liable for any direct, indirect, incidental, consequential, special, or exemplary damages, arising from or relating to this agreement, the software, or use or misuse of the software or any other services provided by DNSE. Such limitation of liability shall apply whether the damages arise from the use or misuse of the software or any other services supplied by DNSE (including such damages incurred by third parties), or errors of the software.

1.10 ACKNOWLEDGEMENT OF RESPONSIBILITIES

Licensee understands that the Licensee will have access to the Software for 30 days only. Licensee also accepts the responsibility for the safekeeping of any and all materials sent by DNSE for the execution and duration of the evaluation. At the end of the evaluation period, Licensee agrees to destroy any and all materials received from Licensor for the purposes of evaluation unless the evaluation period is extended or the Software is upgrade to a live version release with the expressed written permission of Licensor. A license and maintenance agreement containing a formal quote is required before the Software can be upgraded to a Live Production version release.

1.11 ORACLE® 10G EXPRESS EDITION "PROGRAM" LICENSING TERMS

Export Controls on the Programs

Acceptance of this Agreement is a confirmation of your agreement that you comply, now and during the trial term, with each of the following statements:

a. You are not a citizen, national, or resident of, and are not under control of, the government of Cuba, Iran, Sudan, Libya, North Korea, Syria, nor any country to which the United States has prohibited export.

b. You will not download or otherwise export or re-export the Programs, directly or indirectly, to the above-mentioned countries or to citizens, nationals or residents of those countries.

c. You are not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor are you listed on the United States Department of Commerce Table of Denial Orders.

You will not download or otherwise export or re-export the Program, directly or indirectly, to persons on the above-mentioned lists.

You will not use the Program for, and will not allow the Programs to be used for, any purposes prohibited by United States law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction.

Export Restrictions

You agree that U.S. export control laws and other applicable export and import laws govern your use of the program, including technical data; additional information can be found on Oracle®'s Global Trade Compliance web site (http://www.oracle.com/products/export).

You agree that neither the programs nor any direct product thereof will be exported, directly, or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation.

Usage terms

Your use of Oracle Database 10 g Express Edition is governed by the OTN Developer License Terms for Oracle Database Express Edition terms. The OTN License Agreement for Oracle Database 10 g Express Edition terms (http://www.oracle.com/technetwork/licenses/xe-license-152020.html) supercede any shrinkwrap license on the OTN Technology Track software CDs and previous OTN License terms (including the Oracle Program License as modified by the OTN Program Use Certificate) solely with respect to your use of Oracle Database 10 g Express Edition.

Any use of the Oracle Database Express Edition is subject to the following limitations;

a. Express Edition is limited to a single instance on any server;

b. Express Edition may be installed on a multiple CPU server, but may only be executed on one processor in any server;

c. Express Edition may only be used to support up to 4GB of user data (not including Express Edition system data);

d. Express Edition may use up to 1 GB RAM of available memory.

Trademarks and Copyrights

You agree not to use Oracle trademarks (including "ORACLE") or potentially confusing variations (including "ORA") as a part of your product name(s), service name(s), company name, or domain name(s).

 

All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

I Agree to the above licence agreement

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