Grant of License

Subject to the terms and conditions of these Terms and Conditions, Tausight grants Customer a limited, revocable, royalty-free, non-transferable and non-exclusive license to use the Tausight software (the “Software”) solely for Customer’s internal evaluation and testing purposes during the assessment period.

Ownership of Software; Customer Feedback

Customer acknowledges that the Software, its copyright, its trademark and any other intellectual property rights in the Software are owned by Tausight and its suppliers.  Customer acquires no ownership of the Software from this Assessment Program and no license to use the Software beyond that set forth above.

Confidentiality

During the term of these Terms and Conditions, and for a period of 3 years thereafter, each party shall keep confidential and shall not use for any purpose information of the other party which is disclosed or made available in connection with these Terms and Conditions and which is identified as confidential at the time of disclosure, unless the information sought to be disclosed (a) is publicly known at the time of disclosure, (b) is lawfully received from a third party not bound in a confidential relationship with the other party, (c) is published or otherwise made known to the public by the other party, (d) was generated independently by the receiving party, or (e) is required to be disclosed under a court order.  The parties agree that that Customer Data shall be considered Customer’s confidential information and the Software and Feedback shall be considered Tausight confidential information.

Disclaimers

In light of the purpose of these Terms and Conditions, Customer acknowledges that Tausight is providing the Software on an “as-is” basis.  Tausight disclaims all warranties, express or implied, including but not limited to the implied warranties of merchantability, infringement, title and fitness for a particular purpose. In no event shall Tausight be liable for any direct, indirect, special, incidental, punitive, or consequential damages, including but not limited to loss of data or lost profits, even if Tausight has been advised of the possibility of such damages.

Termination

Either party may terminate these Terms and Conditions, with or without cause, by giving written notice to the other party, and such termination shall be effective immediately.  Sections 2-6 shall survive the expiration or termination of these Terms and Conditions.

Miscellaneous

This Agreement, and the entire agreement between Tausight and Customer with respect to the subject matter hereof supersedes all prior understandings and agreements and shall bind the parties and their successors and permitted assigns. All modifications of these Terms and Conditions must be made by mutual agreement and must be in writing, signed by each party. Neither party will be liable for failure to perform any of its obligations hereunder where such performance is prevented or interfered with by any cause beyond the reasonable control of the party obligated to perform.  If any provision of these Terms and Conditions shall be adjudged illegal or otherwise unenforceable, such provision shall be severed, and the entire Agreement shall not fail on account thereof, and the balance of the Agreement shall continue in full force and effect.  Customer agrees to comply with all applicable export laws, rules and regulations.  This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflict of laws provisions, and Customer hereby consents to the non-exclusive jurisdiction of the federal and state courts in the Commonwealth of Massachusetts.

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