CROSSVISTA EVALUATION AGREEMENT

By downloading the CrossVista TEAM Server software, user represents that they are authorized to enter into this agreement.  This agreement is entered into by and between CrossVista Inc., a Washington corporation, with its principal office at 211 Pine Street, Suite 607, Seattle, WA, 98101, USA (“CrossVista”) and the company or organization evaluating the software (“Customer”).

  1. Subject to the terms and conditions set forth in this Agreement and Customer’s strict compliance with the terms of this Agreement, CrossVista hereby grants to Customer a nontransferable, non-sublicensable, nonexclusive, limited license during the Evaluation Period to use the CrossVista TEAM Server for webMethods software programs, together with the documentation and the software, (collectively, the “Software”) for the sole purposes of conducting an in-house evaluation on the use of the Software.
  2. All Software and materials and information provided in connection with this Agreement, and all intellectual property rights therein, are and shall remain the exclusive property of CrossVista and/or its suppliers and Customer shall not obtain any intellectual property or other ownership rights whatsoever in any Software, materials, or information (“Information”) provided to Customer in connection with this Agreement.  Customer acknowledges that all Information is proprietary and confidential to and constitutes valuable trade secrets of CrossVista and/or its suppliers.  Customer further acknowledges that any benchmarks, evaluations, or other comparative reports related to the Software are confidential and proprietary to CrossVista and are included within the definition of Information insofar as the content relates to or is based on the Software.  Customer shall hold the Information in strict confidence and shall use the Information solely for purposes of evaluating the Software under the terms of this Agreement.  Customer shall not disclose, duplicate, reproduce, or transfer the Information, except Customer may disclose the Information to those employees of Customer who require such knowledge of the Software in the ordinary scope of their employment by Customer to evaluate the Software and who are obligated to refrain from any disclosure or use prohibited under this Agreement.  Customer shall not disassemble, reverse assemble or reverse compile the Software, in whole or in part, or modify, adapt, alter, translate, or create derivative works from the Software or permit any other person to do so.  All provisions of this paragraph shall survive termination or expiration of this Agreement.
  3. The evaluation period will commence upon delivery of the Software to Customer by CrossVista and will expire 30 days from the start of this agreement (“Evaluation Period”), unless otherwise shortened, extended, or terminated by CrossVista in its sole discretion.  Upon expiration or termination of the Evaluation Period, Customer will immediately cease all use of the Software and remove all Software from its system and destroy or return all copies of the Software and any related materials and information provided hereunder and, upon request, provide CrossVista written certification that it has complied with such requirements.  The terms and conditions of this Agreement shall apply to any change in the Evaluation Period or any additional Software that CrossVista may, in it sole discretion, deliver to Customer in connection with this Agreement.
  4. ALL SOFTWARE, MATERIALS AND INFORMATION PROVIDED BY CROSSVISTA IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS-IS” WITH ALL FAULTS.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CROSSVISTA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED, IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT SHALL CROSSVISTA OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR TO ANY OTHER PARTY FOR ANY LOSS OR DAMAGE THAT MAY ARISE FROM OR RELATE IN ANY WAY TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, TIME, ANY MONETARY DAMAGES OR ANY LOSS OF DATA OR LOSS OF PROFITS, OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF CROSSVISTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  Inasmuch as this Agreement enables Customer to evaluate Software, without charge, for evaluation purposes only, Customer acknowledges that these terms reflect the allocation of risk set forth in this Agreement and that CrossVista would not have entered into this Agreement without the limitations set forth herein.  All provisions of this paragraph shall survive termination or expiration of this Agreement.
  5. Customer shall not export, re-export or transfer, whether directly or indirectly, the Software and any materials delivered pursuant to this Agreement, or any system containing the Software without first complying with all applicable export and import laws.
  6. This Agreement is made and will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts-of-laws provisions.  This Agreement constitutes the entire agreement between the parties regarding the subject hereof and any modification to any provision of this Agreement must be made in writing.