Bluefire Productions – ACS Evaluation Agreement
This Evaluation Agreement ("Agreement") is made this _____ day of _____, 2011 ("Effective Date") between Bluefire Productions, a Washington state limited liability company with principal offices at 2801 NW 70th St., Seattle, WA 98117 and the individual or entity identified below as Recipient (herein, "You," "Your" or "Recipient").
IMPORTANT: THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND BLUEFIRE. PLEASE READ IT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE ACS OR RELATED SOFTWARE AND SERVICES. THIS AGREEMENT RESTRICTS USE OF THE SOFTWARE TO A LIMITED PERIOD OF TIME AND DISCLAIMS CERTAIN WARRANTIES AND LIABILITIES. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE OR SERVICES, YOU ARE CONFIRMING YOUR AGREEMENT TO THE TERMS, RESTRICTIONS AND CONDITIONS IN THIS AGREEMENT AND REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT.
Verify the following information:
Organization/Company name (the “Recipient”):
1.1 “Effective Date” means the date recipient selects “I Agree”.
1.2 “Service” means services and resources made available or enabled by Bluefire or Adobe subsequent to the Effective Date and during the term of this Agreement which Recipient is granted access to and allowed to use in conjunction with the Software.
1.3 “Software” means an evaluation version of an Adobe software or technology commercially available provided in connection with this Agreement and all related materials and information thereto, including associated documentation, designs and lists.
2. License. During the term of the Agreement, Recipient is granted a limited, nonexclusive, non-transferable, noncommercial royalty-free license to (a) execute the Software, (b) access and use the Service as hosted by Adobe, and, each (a) and (b) in accordance with the documentation and solely for the purpose of internally evaluating the Software and Service and in no event for productive business use, commercial purposes or retail distribution. This license may not be sublicensed. Except as expressly provided in this Agreement, Recipient is granted no rights to the Software or Service, and all rights and ownership are reserved by Adobe.
3. Restrictions. Recipient shall not modify, reproduce or distribute copies of the Software or any Service, unless and except as necessary to access and use the Service during the term. Recipient will not reverse engineer, reverse compile, disassemble the Software or otherwise attempt to discover the source code version of the Software or Service without the prior written consent of Adobe.
4. Disclaimer of Warranty. RECIPIENT ACKNOWLEDGES THAT THE SOFTWARE AND SERVICE ARE EVALUATION VERSIONS, CONTAINING LIMITED FUNCTIONALITY FOR A LIMITED PERIOD OF TIME. THE SOFTWARE AND SERVICES ARE PROVIDED "AS-IS" BASIS. ADOBE AND BLUEFIRE EACH DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN CONNECTION WITH THE SOFTWARE OR SERVICES, INCLUDING ANY WARRANTY WITH RESPECT TO NON-INFRINGEMENT, MERCHANTABILITY, PERFORMANCE, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. ADOBE AND BLUEFIRE EACH DO NOT AND CANNOT WARRANT THE RESULTS RECIPIENT MAY OBTAIN BY USING THE SOFTWARE OR SERVICE OR THAT SUCH RESULTS SUIT RECIPIENT'S INTENDED USE.
5. Limitation of Liability. IN NO EVENT WILL ADOBE OR BLUEFIRE BE LIABLE TO RECIPIENT FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR LOST SAVINGS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A REPRESENTATIVE OF SUCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF ADOBE OR BLUEFIRE IN CONNECTION WITH THIS AGREEMENT EXCEED U.S. $10.
6. Assumption of Risk. You assume all risk of damages or loss arising from your download, installation and use of the Software and Services as well as your discontinuation of such use and removal or uninstall of the installed Software or access to a Service.
7. Export Restrictions. Recipient will not export or re-export, directly or indirectly, any technical data acquired from Adobe pursuant to this Agreement or any Software utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other government approval without first obtaining such license or approval.
8. U.S. Government End Users. The Software and documentation provided hereunder are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Adobe Systems Incorporated, 345 Park Avenue, San Jose, CA 95110-2704, USA.
9. No Assignment or Transfer. Recipient agrees and certifies that it will not rent, lease, sell, sublicense, assign or otherwise transfer the Software or access to any Service. Recipient will not assign or transfer any rights or obligations under this Agreement.
10. Term and Termination. This Agreement commences on the Effective Date and continues for thirty (30) days. It may be renewed for one additional thirty (30) day period with Bluefire's consent. Recipient agrees that upon expiration or termination it will promptly return or destroy the Software together with all copies in any form and cease using any Service.
11. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Washington excluding its conflict or choice of laws provisions. The parties consent to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington.
12. Modification. All notices under this Agreement shall be in writing by personal delivery, facsimile, certified or registered U.S. mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of facsimile transmission.
13. Injunctive Relief. Recipient acknowledges and agrees that due to the unique nature of the Software and Service, there will be no adequate remedy at law for Recipient's breach of its obligations. Recipient acknowledges such breach will cause irreparable harm to Bluefire which will be entitled to seek equitable relief, including but not limited to an injunction, in addition to whatever remedies it may have at law.
15. Entire Agreement, English Version Controlling, Signature. This Agreement may only be modified only in writing. This is the entire agreement between Bluefire and Recipient concerning the Software and Services. All translations of this Agreement are for convenience and only the English language version will be used by the parties or any court when interpreting or construing this Agreement.
©2012 Bluefire Productions, LLC. All Rights Reserved.
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