This Limited Use License Agreement (Agreement) is between You and
International Business Machines Corporation (IBM) through its Almaden Research
Center, 650 Harry Road, San Jose, California 95120-6099, to allow You to
receive a copy of IBM's Trackpoint Support Software for Windows95 and NT
platforms, or beta software for other platforms, which may include Windows
2000, Linux, or other platforms, together with associated documentation
(hereinafter collectively referred to as "Software").
You and IBM hereby agree as follows:
1. IBM hereby grants to You a nonexclusive, nontransferable, limited license to use, execute, display and perform the Software solely for the purpose of performing a technical evaluation of IBM's TrackPoint technology.
2. The Software will be provided to You on an "AS IS" basis, in object code form only. At IBM's discretion, IBM may choose to upgrade the level of Software as newer levels become available. The Software will be delivered to You, on a "no charge basis", upon Your signing this Agreement.
3. IBM MAKES NO WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE SOFTWARE PERFORMANCE, FUNCTION OR DOCUMENTATION OF THE SOFTWARE. IBM IS UNDER NO OBLIGATION TO MAINTAIN, CORRECT, UPDATE OR CHANGE THE SOFTWARE. IBM MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY INFRINGEMENT OF PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY PARTY WHICH MAY ARISE THROUGH YOUR USE OF THE SOFTWARE. Some jurisdictions do not allow for the exclusion or limitation of implied warranties, so the above limitations or exclusions may not apply to You.
4. You hereby agree to save IBM harmless, defend and indemnify IBM for any and all liability caused by its use of the Software.
5. You may not copy, distribute transmit, sublicense, lease or rent the Software other than as permitted by this License. You may not reverse assemble, reverse compile or otherwise translate the Software.
6. Neither party shall disclose information that would be considered confidential unless such information is covered by a separate written confidential disclosure agreement.
7. The term of this Agreement and the term of the license granted hereunder shall be for twelve (12) months, commencing upon the date the Agreement is executed by both parties.
8. You agree to destroy the Software and backup copy (if made) within five (5) business days after expiration or termination of this Agreement and certify destruction of same.
9. You may terminate this License at any time. If You do so, all Your license rights to the Software are terminated. You may keep one copy of the Software in Your archives. IBM may terminate Your license if You fail to comply with the terms of this Agreement. If IBM terminates this License, all Your license rights to the Software are terminated and You must destroy all Your copies of the Software.
10. IBM welcomes Your feedback regarding the Software, which can be sent to basmith@almaden.ibm.com. You agree that any feedback provided will contain no confidential information, and that IBM will be free to use Customer's feedback for any purpose whatsoever.
11. This Agreement is the sole agreement with respect to its subject matter and is deemed to be made under, and shall be construed in accordance with, the laws of the State of California, without giving effect to the conflict of laws principles thereof.
12. This Agreement supersedes all proposals or other prior agreements,
oral or written and all other communications between the parties relating
to the subject matter hereunder.