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****************************************************************** * * * Evaluation License Agreement for Galdos INview™ * * * ****************************************************************** This Agreement constitutes the entire agreement between the parties covering Licensee’s use of the product. This Agreement replaces and supersedes any prior verbal or written understandings, communications, and representations. Licensee expressly agrees to be bound by and to respect the terms and conditions of this Agreement. TERMS AND CONDITIONS Definitions Unless otherwise defined herein, capitalized terms used herein shall have the same meaning as set forth in the Agreement; and unless there is something inconsistent in the subject or context, words denoting the singular number include the plural and vice versa. “Documentation” means only technical publications relating to the use of Galdos INview™, such as a reference, user, installation, system administrator, and technical guides, delivered by Galdos to Licensee. “Product” means the object code form of GALDOS’ INview™ computer program and associated third party software contained within GALDOS’ INview™ (hereinafter referred to as the “Product”). No transfer of ownership of the Product is granted or implied. The Product remains the property of Galdos Systems Inc. or the third party software provider. 1. License Galdos grants Licensee a non-exclusive, nontransferable evaluation license to use one copy of the Product. Any third party software products or modules provided by Galdos to Licensee shall be used solely with the Galdos Product. Licensee expressly acknowledges that the Product is being provided for evaluation purposes only. No license, right, or interest in any Galdos trademark, trade name, or service mark is granted hereunder. 2. License Exclusions Licensee shall NOT: * Copy the Product; * Modify or merge the Product with other products or applications, including prototypes; * Cause or permit reverse compilation or reverse assembly of all or any portion of the Product; * Distribute, disclose, market, rent, lease or transfer to any third party any portion of the Product, other than pursuant to any Legal requirement to disclose (in which case, Licensee shall provide written notice to Galdos of the requirement to disclose and shall make such disclosure only to the extent required by such legal requirement) * Disclose the results of Product performance benchmarks to any third party without the prior written consent of Galdos; * Export the Product in violation of U.S. Department of Commerce export administration regulations; * Invoke support libraries other than through documented API calls. 3. Title and Protection Galdos (or its third-party providers) retains title to all portions of the Product, Galdos represents that the Product contains valuable proprietary information, and Licensee shall not disclose the Product to anyone other than those of its employees or consultants under non-disclosure obligations who have a need to know for purposes consistent with this Agreement and/or pursuant to any Legal requirement to disclose (in which case, Licensee shall provide written notice to Galdos of the requirement to disclose and shall make such disclosure only to the extent required by such legal requirement). Licensee shall affix, to each full or partial copy of the Product made by Licensee, all copyright and proprietary information notices as affixed to the original. The obligations set forth in this paragraph shall survive termination of this Agreement. 4. Default and Termination The following shall constitute an event of default: * Licensee fails to perform any of its obligations under the sections entitled “License Exclusions” or “Title and protection”. 5. Limited Warranty Galdos warrants that it has title to the Product and the authority to grant licenses to use the Product. GALDOS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6. Limitation of Liability GALDOS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GALDOS’ LIABILITY FOR DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT) SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY LICENSEE TO GALDOS FOR THE PRODUCT OR THE SERVICE FROM WHICH THE CLAIM AROSE. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK, WHICH IS SET FORTH IN THIS SECTION. 7. Assignment Licensee may not assign this Agreement (by operation of law or otherwise) or sublicense the Product without the prior written consent of Galdos, and any prohibited assignment or sublicense shall be null and void. 8. Nondisclosure Obligation The terms, conditions, pricing, and any other information clearly marked “confidential” under this agreement are confidential and shall not be disclosed, orally or in writing, by Licensee to any third party without the prior written consent of Galdos. Licensee shall protect the software with at least the same degree of care and confidentiality, which Licensee utilizes for similar Licensee information, which it does not wish disclosed to the public. Licensee may provide access to and use of the Product only to those third parties, (undertaking similar nondisclosure obligations), providing services concerning Licensee’s use of the Product. 9. Governing Law This Agreement shall be governed by and construed and enforced in accordance with the laws of the Province of British Columbia, Canada, without regard to any conflict of law provisions, and shall be binding upon the parties hereto in Canada and worldwide. The parties consent and attorn to the exclusive jurisdiction of the federal and provincial courts within the Province of British Columbia to adjudicate any dispute arising out of this Agreement. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. 10. General The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. Galdos INview Evaluation license agreement v1.0 E&OE I accept