Elastic Path - End User License Agreement (EULA)

THIS IS A CONTRACT. ELASTIC PATH IS WILLING TO LICENSE THIS SOFTWARE AND ACCOMPANYING DOCUMENTATION FOR EVALUATION PURPOSES UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS EVALUATION LICENSE AGREEMENT. PLEASE READ THESE TERMS CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. BY INSTALLING OR USING THE SOFTWARE, OR BY SIGNING THIS AGREEMENT, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.

1. Software: The licensed Software (“Software”) includes Elastic Path™, a Java based e-commerce software product, and any other software owned and distributed by Elastic Path.

2. Grant of License: Elastic Path (the DBA name of Elastic Path Software, Inc.) grants to Evaluator, during the 30-day period (the “Evaluation Period”) following the execution of this Agreement (the “Agreement”), the nontransferable, nonexclusive, non sub-licensable license to use one (1) copy of the Software on one (1) computer for the sole purpose of internal evaluation and testing for suitability for purchase by Evaluator only. Title to the Software shall remain with Elastic Path at all times.

3. Exclusions: Evaluator shall not:

copy any part of the Software except to make one copy for back-up purposes;
reverse compile or reverse assemble any portion of the Software;
distribute, disclose, market, rent, lease, or transfer the Software;
export the Software;
disclose benchmarks or other comparisons of the Software without Elastic Path's prior written consent;
disclose any confidential information provided by Elastic Path;
modify the Software;
place the Software on any network, file server or bulletin board system in such a way that it can be accessed or used by others (or permit any of the foregoing);
remove or obliterate any proprietary notices on the Software;
disclose the Software or any information pertaining thereto any other party without our prior written consent;
or
use the Software for development or production purposes. Use of the Software for development or production purposes constitutes an agreement to purchase the Software at Elastic Path’ list price in accordance with Elastic Path’s standard customer license.

4. Support: Elastic Path may during the Evaluation Period make available updates, enhancements, and/or modifications to the Software and may provide such updates to Evaluator, but is under no obligation to do so.

The provision by Elastic Path to Evaluator of such updates, enhancements, and/or modifications to the Software shall be subject to all terms and conditions of this Agreement and shall expire at the end of the Evaluation Period.

5. Specific Disclaimer of Warranty and Limitation of Liability: THE SOFTWARE IS PROVIDED WITHOUT WARRANTY OF ANY KIND. ELASTIC PATH DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ELASTIC PATH WILL NOT BE LIABLE FOR ANY DAMAGES ASSOCIATED WITH THE SOFTWARE, INCLUDING WITHOUT LIMITATION ORDINARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES RELATING TO LOST DATA OR LOST PROFITS, EVEN IF ELASTIC PATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Termination: Evaluator's license to use the Software shall terminate on the earlier of (i) written notice by either Elastic Path or Evaluator, or (ii) expiration of the Evaluation Period. Upon termination of the license as provided above, Evaluator shall promptly destroy the Software and any back-up copy of the Software made during the Evaluation Period. Evaluator shall also promptly return all materials provided by Elastic Path in connection with the Software.

7. Governing Law: This Agreement shall be governed by the laws of the Province of British Columbia, Canada. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees. The parties consent to the jurisdiction of the British Columbia Supreme Court.

8. Assignment: This Agreement is not assignable or transferable by either party.

9. Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning Evaluator’s use of the Software. This Agreement supersedes any prior verbal understanding between the parties and any Evaluator purchase order or other ordering document, regardless of whether such document is received by Elastic Path before or after execution of this Agreement. This Agreement may be amended only in a writing signed by an authorized officer of Elastic Path.

10. Product Catalog Data: Licensee acknowledges that Elastic Path has obtained the product information pursuant to a license from CNET Networks, Inc. (“CNET Channel”). CNET Channel has developed a proprietary meta-model and technology hereinafter referred to as “PDM”, by which it can capture, store, package and distribute information in a digital format defining and describing products offered to the market by the manufacturers of such products. The license granted by Elastic Path to Licensee does not include nor cover the Information Components “Product Image” and “Marketing Description” included within the product information. Licensee will be permitted to use the product information only for purposes of evaluating the Elastic Path software and Licensee shall not otherwise copy, transfer, modify, host, lease, license or resell the product information.

ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OF CNET CHANNEL, ITS AGENTS OR EMPLOYEES OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY SUPERSEDED, EXCLUDED AND DISCLAIMED. WITHOUT LIMITING THE FOREGOING, CNET CHANNEL AND ELASTIC PATH EXPRESSLY DISCLAIM ANY WARRANTY OR LIABILITY WITH RESPECT TO THE ACCURACY, DESIGN OR LATENT DEFECTS OF THE PRODUCT DATA.