VECTOR 35 LLC LIMITED DEMO AGREEMENT
This Limited Demo Agreement (the "Agreement") by and between Vector 35 LLC, ("Vector 35") a Florida limited liability company having its principal place of business at 2101 Waverly Pl Ste 300, Melbourne, Florida 32901 and the user downloading this software, ("User") is entered into as of the date downloaded ("the Effective Date"). This Agreement includes the following attachments which are incorporated in this Agreement by this reference:
- SCHEDULE A: Product
BACKGROUND
This Agreement sets forth the terms and conditions for the demo installation, use, and support of a Vector 35 demo software. The Product contains valuable, confidential, trade secret information owned by Vector 35. Given the nature of the Product, Vector 35 understands that the Product will be used by Users for reverse engineering purposes but the Product may not be used (i) in any unlawful manner or (ii) to reverse engineer the product for purposes of creating a competing product. Under this Agreement, Vector 35 agrees to provide the Product to User, and User accepts the Product, subject to the terms of this Agreement.
This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. This Agreement may only be modified by a written document executed by the parties hereto.
NOW, THEREFORE, in consideration of the promises set forth herein, the parties hereto agree as follows:
DEMO TEST AGREEMENT TERMS AND CONDITIONS
1. DEFINITIONS
- "Product" means the Vector 35 product(s) specified in Schedule A attached hereto, including Software, if any, and Documentation.
- "Software" means the computer programs provided in object code format as part of a Product as specified in Schedule A.
- "Documentation" means such supporting written materials as Vector 35 may in its discretion provide to User in connection with their use of a Product.
2. SCOPE
This Agreement sets forth the terms and conditions for the demo installation, use, test and support of certain Vector 35 products. Vector 35 will not charge any fees for the use of the Product by User.
3. OBLIGATIONS OF USER
- User Supplied Materials. User represents and warrants that any code, data or documentation supplied to User to Vector 35 is owned by User and not in violation of the rights of any third party.
- Non-commercial use. User shall not use this Demo product for any commercial applications (any use primarily intended for commercial advantage or monetary compensation). In the event that the User desires to use Binary Ninja for commercial applications, a commercial license must be purchased separately.
4. OBLIGATIONS OF VECTOR 35
- Delivery. Vector 35 agrees that Vector 35, or a third party designated by Vector 35, will deliver the Product to User within a reasonable time after execution of this Agreement by both parties, or at a time otherwise agreed in writing by Vector 35.
5. DISCLAIMER OF WARRANTY
THE PRODUCT (INCLUDING THE SOFTWARE AND DOCUMENTATION) IS PROVIDED HEREUNDER "AS IS". VECTOR 35 MAKES AND USER RECEIVES NO WARRANTIES IN CONNECTION WITH THE PRODUCT, OR MODIFICATIONS OR IMPROVEMENTS THERETO, DELIVERED HEREUNDER, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION BETWEEN VECTOR 35 AND USER. VECTOR 35 SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
6. OWNERSHIP AND SOFTWARE LICENSE
- Ownership. User acknowledges that the Product is loaned to User for demo testing and that Vector 35 retains ownership of all right, title and interest to the Product, the Product design and Documentation, and the intellectual property rights therein and thereto (including without limitation, all patent rights, design rights, copyrights and trade secret rights) subject to the Software license granted in this Section 6. User agrees not to (i) copy, modify, or reverse engineer the Product (if the purpose of such reverse engineering is in whole or in part intended to create competing product), make derivative works based upon the Product, or use the Product to develop any products, without Vector 35's prior written approval or (ii) sell, license, rent, or transfer the Product to any third party. Vector 35 hereby reserves, and User hereby agrees, that Vector 35 shall have a security interest in the Products delivered under this Agreement.
- Software License Grant. Vector 35 hereby grants to User and User accepts a personal, limited, non-transferable, non-exclusive, perpetual license to use the Software subject subject to the following restrictions: (i) used only with Product listed on Schedule A; and (ii) no copies of Software are made to systems not under control of the User. User acknowledges and agrees that it will not use the Product for any unlawful purpose.
- Modifications. User hereby assigns to Vector 35, Users entire right, title and interest (including, without limitation, all patent rights, design rights, copyrights and trade secrets) in any modifications, improvements, ideas, patches, samples, bug fixes to the Products which User may propose to Vector 35.
- Restricted Rights. Vector 35's software is provided to any agencies with RESTRICTED RIGHTS and its supporting documentation is provided with LIMITED RIGHTS. Use, duplication, or disclosure by the Government is subject to the restrictions as set forth in subparagraph "C" of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19. In the event of any sale to a DOD agency, the governments rights in software, supporting documentation, and technical data are governed by the restrictions in the Technical Data Commercial Items clause at DFARS 252.227-7015 and DFARS 227.7202.
7. TERMINATION
This Agreement may be terminated immediately by either party through written notice if either party breaches any of the material provisions of this Agreement and fails to remedy such breach within thirty (30) days after written notification by the other party of such breach. Notwithstanding anything to the contrary in this Agreement, Vector 35 may be terminate this Agreement immediately in the event of Users breach of Section 6, Ownership and Software License.
Upon termination of this Agreement, User shall immediately cease use of the Product and shall, at its expense, return to Vector 35 all Proprietary Information and data (including all copies thereof) then in User's possession or custody or control, and certify in writing as to such action.
8. LIMITED LIABILITY
NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF VECTOR 35 OR ITS SUPPLIERS UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO FIVE THOUSAND DOLLARS ($5,000).
9. CONSEQUENTIAL DAMAGE WAIVER
IN NO EVENT SHALL VECTOR 35 OR ITS SUPPLIERS BE LIABLE FOR ANY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES EVEN IF VECTOR 35 HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
10. GENERAL
- The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Florida, United States of America, as of performed wholly within the state and without giving effect to the principles of conflict of law. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.
- No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement. All claims must be brought within twelve (12) months following the date such claim arose.
- User shall not assign, in any manner, its right, obligation or interest in or under this Agreement without the prior written consent of Vector 35.
- In the event of a breach, the breaching party will pay to the other party any reasonable attorneys' fees and other costs and expenses incurred by such other party in connection with the enforcement of any provisions of this Agreement.
- All notices required or permitted under this Agreement will be in writing and will be deemed given when: (i) delivered personally; (ii) sent by confirmed telex or facsimile (followed by the actual document in air mail/air courier); (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) two (2) days after deposit with a commercial express air courier specifying next day delivery, with written verification of receipt. All communications will be sent to the addresses set forth in the cover sheet of this Agreement, or to such other address as may be designated by a party by giving written notice to the other party pursuant to this paragraph.
- Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
- This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.
SCHEDULE A
CSAW Special Demo release of Binary Ninja