Coverity "As Is" Temporary Evaluation License Agreement

Version 2009.4

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IMPORTANT INFORMATION – READ CAREFULLY

UNLESS YOU HAVE OBTAINED PERMISSION TO USE THE SOFTWARE UNDER A SEPARATE, DULY SIGNED LICENSE AGREEMENT WITH COVERITY OR AN AUTHORIZED DISTRIBUTOR, THE ACCOMPANYING SOFTWARE IS PROVIDED UNDER THE FOLLOWING TERMS AND CONDITIONS AND ANY SUPPLEMENTAL TERMS REFERENCED BELOW AND YOUR RIGHT TO USE THE SOFTWARE IS CONDITIONED UPON ACCEPTANCE OF THIS AGREEMENT. IF YOU ARE USING THE SOFTWARE AS AN EMPLOYEE, THE LEGAL ENTITY THAT EMPLOYS YOU IS THE “LICENSEE.” IN ALL OTHER CIRCUMSTANCES, YOU ARE BINDING YOUR EMPLOYER, AND YOURSELF PERSONALLY AS AN EMPLOYEE, TO THESE TERMS AND CONDITIONS BY USING THE SOFTWARE. REFERENCES BELOW TO “YOU” OR “YOUR” REFER TO THE LICENSEE OF THE SOFTWARE. COVERITY IS THE “LICENSOR,” REGARDLESS OF WHETHER YOU RECEIVED THE SOFTWARE FROM COVERITY DIRECTLY OR AN AUTHORIZED DISTRIBUTOR.

IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS AND YOU DO NOT HAVE A SEPARATE AGREEMENT AS REFERENCED ABOVE, YOU MAY NOT USE OR COPY THE SOFTWARE AND YOU MUST DELETE ANY COPIES OF IT FROM YOUR SYSTEMS.

1. SCOPE AND KEY TERMS. This is a legal agreement concerning your use of the Software, described below, during the Evaluation Period.

1.1 “Evaluation Period”
means the period of days, typically no more than 30 days, that an authorization key delivered to you by Coverity authorizes you to run the Software for evaluation purposes. If you are granted access to run the Software without an authorization key, the Evaluation Period shall not exceed 30 days. Under no circumstances will the Evaluation Period under these Terms and Conditions exceed one (1) year without Coverity’s prior written consent.

1.2 “Software” means:

a. the software, scripts, checkers and other files you are about to download or have been given access to by Coverity or an authorized distributor;b. any authorization keys and passwords that Coverity may deliver to you from time to time in order to operate such software and carry out your evaluation of it;c. all related user documentation, in written, electronic or other format, which describes the Software and its operation and which Coverity makes generally available to its licensed customers for use with the Software (“Documentation“); and all updates and modifications to the foregoing items.

2. LICENSE.

2.1 Limited Rights. Subject to your compliance with the terms and conditions of this Agreement, Coverity grants you a nonexclusive, non-transferable license, solely during the Evaluation Period to use and operate the Software on computers owned by you solely for the purpose of developing, analyzing, building or testing software code developed or licensed by you so that you may evaluate the Software’s capabilities for a potential purchase of a Software license.

2.2 Conditions. The Software is the proprietary information of Coverity or its suppliers who retain exclusive title to their intellectual property rights in the Software. Your rights to the Software are limited to those expressly granted above and Coverity reserves all rights not expressly granted in this Agreement. The rights granted to you above are conditional upon your compliance with the following obligations:

a. You will not copy Coverity’s software products or documentation, in whole or in part, except as expressly authorized in this Agreement.
b. You will not transfer, assign, lease, lend or rent Coverity’s software products or documentation, use them to provide service bureau, time-sharing or other services, or otherwise provide or make the functionality thereof available to third parties except as expressly authorized in this Agreement.
c. You will not disassemble, decompile, reverse engineer, modify or create derivative works of Coverity’s software products or documentation nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law.
d. You will not allow access or use of the Software by, and will not display the Software’s user interfaces to, anyone other than the Authorized Users (defined in section 3.3. below), without Coverity’s prior express written consent.
e. You will not disclose to any third party any comparison of the results generated by running the Software (the “Results”) with results or reports generated by other products.
f. You will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing on the Software as delivered by Coverity. You will reproduce such notices on all copies you are authorized to make of the Software.
g. You will not run or operate the Software or try to access the Results once the Evaluation Period expires.
h. When the Evaluation Period expires, you will delete from your systems all copies of the Software in all forms and types of media.
i. If you are acting on behalf of your employer, you shall ensure that your employer and other employees with whom you share information about the Software and Results all comply with the obligations set out in this Agreement.

2.3 Pre-Release Software. Where Software includes Coverity software not yet available to the public, you acknowledge that: (a) the Software may not be an official product and may not have been commercially released by Coverity; (b) the Software may not be in final form or fully functional and may contain errors, design flaws or other problems; (c) it may not be possible to make the Software fully functional; (d) use of the Software may result in unexpected results, loss of data, project delays or other unpredictable damage or loss; and (e) Coverity is under no obligation to release a commercial version of the Software and has the right to abandon development of the Software at any time and without liability to you.

2.4 Special Terms for Third Party Software. The Software may contain open source or community source software (“Open Source Software“) provided under separate license terms (the “Open Source License Terms“). The applicable Open Source License Terms are identified in a directory named “Licenses” provided with the delivery of the Software. Your use of the Open Source Software in conjunction with the Software in a manner consistent with the terms of this Agreement is permitted, however, you may have broader rights under the applicable Open Source License Terms and nothing in this Agreement is intended to impose further restrictions on your use of the Open Source Software.

2.5 Feedback. You may choose to, but are not required to, provide suggestions, data, feedback and other information to Coverity, its subcontractors or authorized distributors regarding possible improvements in the operation, functionality or use of Coverity’s software products. You hereby grant to Coverity and its subcontractors and authorized distributors, without charge, the right to use, copy, modify and create derivative works of any such suggestions, data, feedback and information solely for the purpose of improving the operation, functionality or use of its existing and future product offerings and commercializing such offerings.

3. CONFIDENTIALITY.

3.1 Confidential Information. “Confidential Information” means: (a) each party’s software products, in byte code or source code form; (b) any authorization keys and passwords delivered in order to operate such products; (c) Documentation, product road maps and development plans, and product pricing information; (d) any business, technical or training information of a party that, if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure, or, if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the other party within thirty (30) days of such disclosure.

3.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally known or available to the public through no act or omission of the party receiving Confidential Information (“Receiving Party”); (b) is rightfully known by the Receiving Party prior to receiving such information from the other party (“Disclosing Party”) and without restriction as to use or disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information and without breach of this Agreement; or (d) is rightfully received by the Receiving Party from a third party without restriction on use or disclosure. The existence of this Agreement and the nature of the business relationship between the parties are not considered Confidential Information.

3.3 Use and Disclosure Restrictions. Receiving Party will not use the Disclosing Party’s Confidential Information except as necessary to exercise the rights granted under this Agreement or to evaluate opportunities to license additional Software pursuant to this Agreement, and will not disclose such Confidential Information to any person or entity except to its employees or authorized contractors (a) whose duties require access to or use of the Software or Confidential Information for the benefit of that party; and (b) whose legal obligations to protect confidential and proprietary information require protection of the Software and Confidential Information to at least the same extent as set out in this Agreement (“Authorized Users“). The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors that need to know in order to provide business advice to such party.

3.4 Right of Equitable Relief.  The parties acknowledge that violations of the covenants and obligations of this Agreement may cause the non-breaching party irreparable injury for which an adequate remedy at law may not be available. Therefore, the non-breaching party shall be entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever remedies may be available at law.

4. NO WARRANTY; NO MAINTENANCE OR SUPPORT.
Coverity has no obligation to provide maintenance or support services in connection with the Software. The Software is being provided “AS IS.” COVERITY AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, CONFORMANCE WITH DESCRIPTION, AND NON-INFRINGEMENT. COVERITY AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.

5. LIMITATION OF LIABILITY.
IN NO EVENT WILL COVERITY OR ITS SUPPLIERS BE LIABLE TO YOU, YOUR EMPLOYER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You may have other rights under applicable mandatory local laws. This Agreement does not change your rights under applicable mandatory local laws if such laws do not permit it to do so.

6. EXPORT. 
You agree to comply fully with all relevant export laws and regulations, including those of the United States and the Member States of the European Union. These laws include restrictions on destinations, end-users and end use. you will ensure that neither the Software, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of applicable export laws; or (b) used for any purposes prohibited by applicable export laws, including but not limited to nuclear, chemical, or biological weapons proliferation. You will, at Coverity’s request, demonstrate compliance with all such applicable export laws, restrictions, and regulations.

7. GENERAL.
You have no right to assign this Agreement. This Agreement is governed by and construed in accordance with the laws of the State of California excluding that body of laws known as conflicts of law. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter and may only be modified by a written agreement signed by both parties.