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PRODUCT EVALUATION LICENSE AGREEMENT

PLEASE REVIEW THIS PRODUCT EVALUATION LICENSE AGREEMENT (THIS “AGREEMENT”) CAREFULLY AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU (AND THE ENTITY YOU REPRESENT) (COLLECTIVELY, “YOU”), AND ZALONI INC. (“ZALONI”). THE DOWNLOADING, INSTALLING, OPERATING, AND/OR USING (AS APPLICABLE) OF THE SOFTWARE (AS DEFINED BELOW) IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU MAY NOT DOWNLOAD, INSTALL, OPERATE, AND/OR USE THE SOFTWARE UNLESS YOU CLICK ON THE “ACCEPT” BUTTON AND AGREE TO BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN.  THE DATE ON WHICH YOU CLICK ON THE “ACCEPT” BUTTON AND ACCEPT THIS AGREEMENT IS THE “EFFECTIVE DATE.”

1. License Grant: Zaloni grants you a limited, non-exclusive, non-transferable, non-sublicensable license in object code form only to install and use this software (the “Software”) during the Term (as defined below) for the sole purpose of evaluating the Software for purchase, and solely in accordance with its documentation.
2. Restrictions: Except as expressly authorized in this Agreement, you will not, and will ensure that your Software users do not, directly or indirectly: (i) sublicense, rent, lease, sell, loan, transfer, distribute, translate, reverse engineer, decompile, or disassemble or otherwise obtain or attempt to create,  derive, or obtain the source code of the Software; (ii) modify, enhance or otherwise change the Software, or prepare derivative works based on the Software; (iii) copy or otherwise reproduce the Software or any materials provided in connection therewith except as expressly permitted herein; (iv) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Software; (v) circumvent or attempt to circumvent any methods employed by Zaloni to control access to the components, features or functions of the Software, or to prevent unauthorized use of the Software; (vi) use the Software in any commercially hosted or service bureau environment; or (vii) use the Software for purposes of competitive analysis, the development of a competing software product, or any other purpose that is to Zaloni’s commercial disadvantage.
3. Term and Termination: This Agreement commences on the Effective Date and expires four (4) weeks after the Effective Date, unless earlier terminated by either party (“Term”).  You may terminate this Agreement at any time by destroying or returning to Zaloni all copies of the Software and Documentation in your possession or under your control.  Zaloni may terminate this Agreement for convenience at any time. Upon termination, you agree to destroy or return to Zaloni all copies of the Software and Documentation and to certify in writing, if so requested by Zaloni, that all known copies, including backup copies, have been destroyed.  All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Agreement.
4. Reservation of Rights: Unless otherwise agreed by the parties in writing, as between Zaloni and you, Zaloni is and remains the sole and exclusive owner of all rights in the Software and all related products or services developed by Zaloni.  All rights in the Software not expressly granted hereunder are hereby retained by Zaloni.
5. Confidentiality: You acknowledge that the Software and all other information, data and materials generated in connection with this Agreement, exclusive of information related to your business and operations, is proprietary to Zaloni, may contain confidential and unpublished material and is protected by trade secret, copyright and other proprietary rights.  You shall take all reasonable precautions to prevent unauthorized disclosure or use of Zaloni’s information, including without limitation all precautions that you take to protect your own confidential and proprietary information.
6. No Warranty: THE SOFTWARE AND ANY SERVICE PROVIDED HEREUNDER ARE PROVIDED “AS-IS”, WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED.
7. Limitation of Liability: IN NO EVENT WILL ZALONI BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, LOST PROFITS OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THIS AGREEMENT, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF ZALONI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ZALONI’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE GREATER OF: (i) FEES PAID UNDER THIS AGREEMENT; AND (ii) US$50.00. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION REPRESENT A REASONABLE ALLOCATION OF THE RISK THAT IS REFLECTED IN THE AMOUNTS PAID BY YOU HEREUNDER. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
8. Indemnification:  You shall indemnify, defend, and hold harmless Zaloni and its employees, officers, directors, agents and other representatives from and against all claims, actions, demands, and suits by third parties, and all losses, liabilities, damages, costs, and expenses associated therewith (including reasonable attorneys’ fees) arising from or in connection with your breach of this Agreement.
9. General: This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of North Carolina without reference to its choice of law principles to the contrary.  Each party hereby consents to the exclusive jurisdiction and venue of the state and federal courts located in Wake County, North Carolina, with regard to any suit or claim arising under or by reason of this Agreement.  This Agreement shall constitute the entire Agreement between the parties hereto. Any waiver, amendment or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction or by operation of law, the remaining terms and provisions of this Agreement shall be unimpaired, and the invalid term or provisions shall be replaced by such valid term or provisions as comes closest to the intention underlying the invalid term or provision. This Agreement and the rights granted under it may not be assigned or transferred by either party without the written consent of other party, except to a successor in interest in the event of a merger or acquisition of such party. You acknowledge that any breach of your obligations under this Agreement will cause Zaloni irreparable injury for which there are inadequate remedies at law, and, therefore, Zaloni will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or equity. You acknowledge and agree that by clicking “I Agree” or “I Accept” or by otherwise agreeing to the terms and conditions set forth in this Agreement, you agree to conduct electronically the particular transaction into which you hereby enter.