1. GRANT OF LICENSE. During the Term, AMPL Optimization Inc. (“Company”) hereby grants to Customer a revocable, nonexclusive, non-transferable, limited license solely for Customer, Customer’s current employees or Customer’s current students: (a) to evaluate the Products; or (b) to use the Products for instructional purposes subject to the Terms and Conditions specified herein. Customer shall not: (c) use the Products for commercial or live production purposes; (d) distribute or permit any third party to access or use the Products; or (e) decompile, modify, disassemble, or reverse engineer the Software, or circumvent the time limitation mechanisms or other restrictions in the Software. “Products” means the object-code version of the computer programs (“Software”) and any related documentation provided by Company to Customer.
2. OWNERSHIP. Company and its licensors retain all title to and ownership rights in the Products and Confidential Information including, without limitation, all trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights. Except as expressly provided for herein, no other rights to the Products are provided or granted hereunder.
3. TERM AND TERMINATION. The “Term” shall be from the date that Customer accepts this Agreement by downloading this software, until the date Customer receives notice of termination of this Agreement from Company in Company’s sole discretion or, if no such notice is given, the later of: (a) the expiration date included in the license file provided by Company to Customer (“Initial Period”); or (b) the date included in any supplemental license file that Company in its sole discretion may provide to Customer for use with the Software to extend the Initial Period. The Grant of License under this agreement shall expire upon expiration of the Term, but the provisions of Sections 2, 3, 4, and 5 shall survive the expiration or termination of this Agreement.
4. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. THE PRODUCTS ARE PROVIDED “AS IS”. COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NEITHER COMPANY NOR ITS LICENSORS SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL, OR DAMAGES FOR LOST PROFITS.
5. MISCELLANEOUS. The laws of the State of Illinois, United States of America, shall govern this Agreement. Any suit or proceeding relating to this Agreement shall be brought only in Cook County, Illinois. This Agreement constitutes the entire agreement between the parties as to the subject matter hereof and supersedes all prior and contemporaneous agreements. This Agreement may not be assigned or modified without the express written consent of Company. Further information on Product is available by viewing www.ampl.com or by contacting Company at email@example.com.