Evaluation License Agreement
This Evaluation License Agreement (hereinafter referred to as the “Agreement”) is made and entered into as of the date of the last signature below (hereinafter, the “Effective Date”), by and between Cesium GS, Inc., (hereinafter referred to as “Cesium”) a Delaware corporation, having its principal office at 21 S 11th Street, Philadelphia, PA 19107, and “Licensee”.
WHEREAS, the Parties desire to establish terms and conditions governing the Licensee’s use of Cesium Evaluation Licenses for the sole purpose of assessing and further evaluating Cesium’s Commercial Software Products and their capabilities.
NOW THEREFORE, in consideration of the foregoing, the Parties hereby agree to the following terms and conditions:
This Agreement is to provide the Licensee with the opportunity to test and verify that the referenced Cesium Commercial Software Products, can provide the capabilities and features necessary to meet the requirements of the Licensee; to allow Licensee to gain hands-on experience with Cesium Commercial Software Product(s); to evaluate the feature compatibility of each; and to evaluate the potential operational integration of Cesium’s Commercial Software Product into Licensee’s proposed or existing network/products/solutions. Licensee’s use, of the Evaluation Licenses granted hereunder, shall be limited to evaluation and/or demonstration purposes only, with the intent of making a purchase decision. Any products, data, source code, and/or knowledge provided under this Agreement shall be immediately and completely deleted/destroyed/ returned at the conclusion of the Term of this Agreement and shall not be utilized by Licensee in any manner upon conclusion of the term of this Agreement. No copies shall be made of the products, data, source code, information and/or knowledge provided, whether identified as confidential or not, even for the sole purpose of backup, without the express written permission of Cesium. No copies shall be retained by Licensee for archival purposes or any other reason. Licensee may demonstrate Cesium product’s capabilities to third parties solely for the purpose of evaluating market interest. Licensee shall not copy, share, or provide 3rd Parties with any products, data, source code, information and/or knowledge provided under this Agreement. Furthermore, any output or data generated from the use of the Evaluation Licenses shall only be used for evaluation and/or demonstration purposes during the Term of this Agreement and shall be completely deleted at the conclusion of the Term of this Agreement.
In addition, Licensee agrees that it will not use, copy, modify or transfer the Software or Documentation or any copy, modification or merged portion thereof, in whole or in part, except as expressly provided in the Agreement. Furthermore, Licensee agrees not to reverse engineer, disassemble, decompile or otherwise attempt to reconstruct or discover any source code, data, digital certificates, passwords, underlying ideas, algorithms, file formats or programming interfaces of the Software, or allow others to attempt any of the foregoing. Cesium shall provide the Licensee with one (1) copy of the Cesium Commercial Software Products referenced herein.
The term of this Agreement shall be thirty (30) days from the Effective Date, and may be terminated at any time in accordance with the provisions set forth herein. Term extensions will be permitted only upon the prior written consent of Cesium.
3.0 Cesium Commercial Software Products
During the term of this Agreement, Cesium agrees to grant Evaluation Licenses to Licensee, for the following Cesium Commercial Software Products:
- Cesium 3D Tiling Pipeline
- Cesium Analytics SDK
The parties hereby agree that at the conclusion of the Term, unless otherwise extended, all Cesium Commercial Software Products will be promptly uninstalled, removed, and returned to Cesium in good working order, reasonable wear and tear expected. If Cesium does not receive the Cesium Commercial Software Products units, or removal confirmation, within ten (10) calendar days after completion, or early termination, of this Agreement, Cesium will generate a notice and an invoice for the unreturned software products, and Licensee will make payment for the same in accordance with Cesium’s Standard Payment terms if the Products are not promptly returned, or removal confirmation received, after notice.
5.0 Title and Ownership
Any and all rights, title, and ownership interests in and to the Cesium Commercial Software Products provided hereunder shall remain exclusively with Cesium at all times, and no assignment or transfer by Cesium to Licensee of any ownership or right or title shall take place, for the duration of this Agreement. Any property owned by Cesium and in Licensee’s possession or control should be used solely in the performance of this Agreement.
6.0 Risk of Loss
Licensee will be responsible for any loss of or damage to Cesium Commercial Software Products or other property owned by Cesium and in Licensee’s possession or control. Licensee will indemnify Cesium for any loss or damage to property in Licensee’s possession or under its control. Licensee shall maintain Risk Property Insurance at the full replacement value of Cesium’s Commercial Software Products and other goods.
7.0 Export Control Regulations
Licensee hereby acknowledges and agrees that the Software and Product Configuration(s) provided under this Agreement are subject to U.S. Export Control Regulations and Laws, including but not limited to the Export Administration Regulations (EAR) and as may be applicable, the International Traffic in Arms Regulations (ITAR), and may be subject to the import or export regulations of other countries. Licensee agrees to strictly comply with all such laws and regulations and acknowledge its responsibility to obtain licenses for export, re-export or import of the Software, as may be required.
Either party may elect to terminate this Agreement at any time upon ten (10) days prior written notice to the other party. Licensee will be responsible to return to Cesium all Software Products upon termination of this Agreement. All transportation and shipping costs shall be borne by the Licensee.
9.0 Cesium Software License
Licensee hereby acknowledges and agrees that the Cesium Commercial Software Products being licensed hereunder, on an evaluation basis, are commercial items that have been developed exclusively at Cesium’s private expense.
10.0 Cesium Proprietary Information
Cesium considers all Information, whether written, oral, or otherwise, furnished by Cesium to Licensee under this Agreement, or in contemplation thereof, to be confidential and proprietary, unless otherwise mutually agreed to in a separate writing. Furthermore, Licensee will use all reasonable efforts (but in any event no less than those employed for safeguarding its own Proprietary Information) to keep the Proprietary Information of Cesium and/or any knowledge, which may be imparted through examination thereof or working therewith confidential.
Licensee agrees to indemnify, hold harmless, indemnify, and defend Cesium, its officers, directors, representatives, designees, agents and employees from and against all expenses, liabilities, penalties, actions, suits, claims, losses and demands for personal injury and property damage (including but not limited to direct, indirect and consequential damages as well as attorney’s fees and court costs) resulting from the Licensee’s use of the Cesium Commercial Software Product(s) or associated material Cesium provided, or caused by the negligence or willful misconduct of the Licensee, its officer, directors, representatives, designees, agents, and employees.
12.0 Choice of Law
This Agreement shall be interpreted, construed and governed in accordance with the laws of the Commonwealth of Pennsylvania.
No provision of this Agreement shall be deemed waived, amended or modified by either party, unless such waiver, amendment or modification shall be in writing and signed by the party against whom it is sought to enforce the waiver, amendment or modification.
If any provision or portion thereof of this Agreement is invalid under applicable statute or rule of law, it is only to that extent to be deemed omitted.
Licensee may not assign any right or interest or delegate any obligation under this Agreement without the prior written consent of Cesium.
If you have any questions or concerns regarding Cesium’s Evaluation License Agreement, contact us at: