READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT BEFORE DOWNLOADING THE CGIN SOFTWARE DEVELOPERS EVALUATION KIT (CGIN_SDEK) INCLUDING ANY OF THE DOCUMENTATION.

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BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE YOU AGREE TO ALL OF THE TERMS AND CONDITIONS IN THIS LICENSE AGREEMENT.

Binary Code EVALUATION License Agreement for Metaswitch Networks Ltd’s Rhino(tm) CGIN Software Developers Evaluation Kit (CGIN-SDEK).

Metaswitch Networks Ltd is a company incorporated under the laws of England and Wales with its principal place of business at 100 Church Street, Enfield, EN2 6BQ ("Metaswitch Networks" or "Metaswitch" or the "Licensor").

  1. General Description. This 30 day binary code license ("License") contains rights and restrictions associated with use of the accompanying Metaswitch’s Rhino(tm) CGIN-SDEK including, without limitation, Rhino(tm) binaries, resource adaptor binaries, scripts, example services and the documentation provided together with certain third party software licensed to Metaswitch Networks for distribution with its software developers Evaluation kit (together the "Software Developers Evaluation Kit" or "CGIN-SDEK").

  2. Limited License Grant. Metaswitch Networks grants to you (the "Licensee") a non-exclusive, non-assignable, non-transferable, limited in rights license to install, display and use the CGIN-SDEK at one location solely for the Licensee’s internal use as defined below. The CGIN_SDEK is activated by a CGIN-SDEK license key file that must be obtained separately and installed with the CGIN-SDEK. This license commences on the date that the CGIN-SDEK license key file is generated and expires 30 days after that date (the "Evaluation Period") unless the Licensee obtains an agreement in writing from Metaswitch Networks specifying some other term. Licensee agrees to take all reasonable precautions to secure the Software from distribution to any third party. At the end of the Evaluation Period, Licensee must cease using the Software and the Licensee must destroy or erase all copies of the CGIN-SDEK. Metaswitch Networks or its licensors retain all rights that are not expressly granted to Licensee in this License.

    • Licensee hereby acknowledges and accepts however that this Licence will not be granted by Metaswitch Networks if the Licensee has ever entered into any other commercial agreement either directly or indirectly as an end customer or reseller (the "End Customer") with Metaswitch Networks in respect of the evaluation or use of any of Metaswitch Networks’s software products, support and professional services prior to the date of download and acceptance of this Licence (the "Prior Use Restriction"). This Prior Use Restriction shall also apply to any individual or entity who is or shall be appointed as a subcontractor or agent of the End Customer.

    • For the purposes of this License, "internal use" means, subject to the other terms and conditions of this License: (a) the installation and operation of the CGIN-SDEK on Licensee’s computer equipment for internal evaluation purposes; and (b) the internal use of the documentation as part of, and provided with, the CGIN-SDEK.

  3. Use Restriction. This Software is for evaluation purposes only. It may not be reproduced, distributed, developed or used in any production or commercial use environment. Licensee may not deploy the Software or otherwise put it into commercial use. Licensee may not re-distribute the Software in whole or in part, either separately or included with a product, to any other person or publicly accessible machine. Licensee may not create any derivative works based on the CGIN-SDEK. Licensee may not disassemble or modify or distribute the CGIN-SDEK. Licensee may not attempt to disassemble or attempt to modify the CGIN-SDEK. Licensee may only access and use the CGIN-SDEK via the published Application Programming Interface (API). Licensee may not access, use, modify, disassemble, distribute or sub-license the runtime libraries that are contained within the CGIN-SDEK. CGIN-SDEK is licensed solely for the evaluation of CGIN-SDEK as an API for use on Metaswitch Networks Rhino(tm) and the development of SS7-based telecommunications services running on Metaswitch Networks Rhino(tm).

  4. No Service Use. Licensee may not, directly or indirectly, provide as a service, the use of the Software. By way of example, but not as a limitation, this includes providing a networked interface to the CGIN-SDEK other than for its operational evaluation, permitting the direct or indirect use of the CGIN-SDEK by third parties or directly or indirectly allowing third parties to access the Software.

  5. Other Restrictions. The Software is confidential, copyrighted information of Metaswitch Networks and/or its licensors and title to all copies is retained by Metaswitch Networks and/or its licensors, as applicable. Licensee shall not modify, alter, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the CGIN-SDEK (or attempt to do any of those things)save to the extent permitted by law. This restriction includes, but is not limited to, modifications attempting to subvert the time-limited restrictions placed upon Software. The CGIN-SDEK may not be leased, assigned, sub-licensed, or made the subject of any charge or security, in whole or in part. The CGIN-SDEK is not designed or intended for use in on-line control of aircraft, military equipment, air traffic, aircraft navigation or aircraft communications; or in medical, biological, pharmaceutical, or other life-dependent applications; or in the design, construction, operation or maintenance of any nuclear facility. Licensee warrants that it will not use or redistribute the CGIN-SDEK for any such purposes.

  6. Responsibility of Licensee. Licensee accepts full responsibility for use of the CGIN-SDEK including, but not limited to, acceptance of full responsibility pursuant to third party software and licensing agreements regarding the use of the CGIN-SDEK to modify, examine, or otherwise process such third party software.

  7. Benchmark performance or Benchmark testing. The Licensee may not disclose the results of any benchmark testing regarding the CGIN-SDEK or any of Metaswitch’s other products to any third party without Metaswitch’s written consent.

  8. Trademarks and Logos. This License does not authorize Licensee to use any name, trademark or logo of Metaswitch Networks and/or its licensors. Licensee acknowledges that Metaswitch Networks owns the "Metaswitch", "Open Cloud" and "Rhino" trademarks, logos and icons. Licensee shall neither take nor permit any action that will delete or obscure Metaswitch’s and/or its licensor’s, copyright legend on any of the CGIN-SDEK and related materials.

  9. Warranty of Software Title. Metaswitch Networks warrants that it has the right to license the CGIN-SDEK it purports to license to Licensee and that such CGIN-SDEK does not infringe on any patent, copyright or other proprietary right of any person. Subject to clauses 12 and 13 of this License, if any person makes any claim against Licensee asserting such infringement, then Metaswitch shall, at its sole option, either: (a) defend Licensee against all such claims; or (b) obtain for Licensee the right to continue using such Software; or (c) by notice to Licensee, terminate this Licence.

  10. Disclaimer of Warranty. THIS LICENSE SETS OUT THE FULL EXTENT OF THE LICENSORS OBLIGATIONS AND LIABILITIES IN RESPECT OF THE SUPPLY OF SOFTWARE. IN PARTICULAR, THERE ARE NO CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS, EXPRESS OR IMPLIED, THAT ARE BINDING ON THE LICENSOR EXCEPT AS SPECIFICALLY STATED IN THIS LICENSE. ANY CONDITION, WARRANTY OR OTHER TERM CONCERNING THE SUPPLY OF THE SOFTWARE WHICH MIGHT OTHERWISE BE IMPLIED INTO, OR INCORPORATED IN, THIS LICENSE, OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, IS HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

  11. Limitation of Liability.

  12. - TO THE FULLEST EXTENT PERMISSIBLE BY LAW, METASWITCH NETWORKS AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF FUTURE BUSINESS, LOSS OF DATA OR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) MISREPRESENTATION OR OTHERWISE AND REGARDLESS OF WHETHER METASWITCH NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. METASWITCH NETWORKS’S MAXIMUM AGGREGATE LIABILITY TO LICENSEE UNDER OR IN CONNECTION WITH THIS LICENSE, OR ANY COLLATERAL CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE LICENSE FEES RECEIVED BY METASWITCH NETWORKS FROM LICENSEE FOR THE AFFECTED SOFTWARE FOR THE 12 MONTH PERIOD PRECEDING THE OCCURRENCE OF SUCH LIABILITY.

  13. - Moreover, Metaswitch Networks and its licensors have no obligation for any claim based on a modified version of the Software or its combination, operation, or use with any product, data, or apparatus not provided, or not expressly approved in writing, by Metaswitch Networks. Furthermore, Licensee shall indemnify, defend and hold harmless Metaswitch Networks and its licensors from and against any and all claims asserted against Metaswitch Networks and/or its licensors based upon any Software modified by Licensee or Software used in combination or operation with any product, data, or apparatus not provided, or not expressly approved in writing, by Metaswitch Networks.

    • Nothing in this License shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation

  14. Termination. Licensee may terminate this License at any time by destroying all copies of the CGIN-SDEK. This License will terminate immediately without notice from Metaswitch Networks if Licensee commits a breach of this License. Upon such termination, Licensee must destroy all copies of the CGIN-SDEK.

  15. Export Regulations. The CGIN-SDEK, including technical data, is subject to United Kingdom export control laws and may be subject to export or import laws or regulations in other countries. Licensee agrees to comply strictly with all applicable laws and regulations and acknowledges that it bears sole responsibility for obtaining licenses to export, re-export, or import Software as well as for any failure to comply with any laws or regulations.

  16. Governing Law/Jurisdiction and Venue. Any action related to this License will be governed by the laws of England. No choice of law rules of any jurisdiction will apply. All disputes arising under this License shall be submitted to final and binding arbitration in England or such other location as agreed between the parties. Notwithstanding the foregoing, Metaswitch Networks and each of its third party licensors, independently, have the right with respect to protecting their intellectual property or software to bring an action for injunctive or other equitable relief, including temporary and preliminary relief without the posting of any bond or the need to prove actual damages and, for purposes thereof, Licensee consents to the exclusive jurisdiction of the English courts.

  17. Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are here with waived to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Metaswitch’s opinion deletion of any provisions of the License by operation of this paragraph unreasonably compromises the rights or increase the liabilities of Metaswitch Networks and/or its Licensors, Metaswitch Networks reserves the right to terminate the License at any time.

  18. No Waiver. No waiver by Metaswitch Networks of any breach of any provision of this License shall be effective unless in writing signed by Metaswitch Networks. No waiver shall constitute a continuing waiver unless expressly provided in the writing signed by Metaswitch Networks.

  19. Assignment. This License may be assigned by Metaswitch Networks without the consent of Licensee. This License may not be assigned by Licensee without the prior written consent of Metaswitch Networks.

  20. Independent Contractors. The parties to this License are independent contractors, each in full control of its own business, employees and expenses. Nothing in this License will create, constitute or evidence any partnership, joint venture, agency, trust or employer/employee relationship between the parties. This License places neither party in the control or direction of the other, and neither party is authorized to act as the principal or agent for the other. No party will have the authority to act for, or incur any obligation on behalf of, any other party except as expressly provided in this License.

  21. Entire Agreement. This License constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking, or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties prior to this License except as expressly stated in this License. Neither party shall have any remedy in respect of any untrue statement made to it upon which it has replied in entering into this License (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in this License.

  22. Third Parties. A person who is not a party to the License has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this License. Notwithstanding that any term of this License may be or become enforceable by a person who is not a party to it, the terms of this License or any of them may be varied, amended or modified or this License may be suspended, cancelled or terminated by agreement in writing between the parties or this License may be rescinded (in each case), without the consent of any such third party.

By downloading this file, you confirm that you are authorized on behalf of the licensee to accept the above terms of this license agreement.

By downloading this file, you confirm that you accept the above license agreement.