ITSM BRIDGE SOFTWARE EVALUATION LICENCE AGREEMENT

PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE USING THIS SOFTWARE. YOU INDICATE ACCEPTANCE OF AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING OR USING THIS SOFTWARE. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THIS SOFTWARE.

Subject to the terms below, you are hereby licensed to use this Software for evaluation purposes only without charge for a period of ten (10) days.

DEFINITIONS

‘'SMIL'' means Service Management Integrations Limited of 48 Holywell Road, Studham, Bedfordshire, LU6 2PD, United Kingdom.

''Customer'' or ''You'' means your company or organisation.

''Evaluation Period'' means a period of ten (10) days from receipt of the Software.

''Software'' means all object code, encrypted source code or password-protected code provided by SMIL for the purpose of evaluation along with any supporting documentation.

PROPRIETARY RIGHTS

All proprietary rights in the Software, and any modifications or copies thereof, are and shall remain vested in SMIL or its licensors. All proprietary notices incorporated in, marked on, or affixed to any of the Software shall be duplicated by Customer on all copies of all or any part of those Software and shall not be altered, removed or obliterated.

SMIL, its Affiliates or licensors retain all right, title and interest to the Product and all related intellectual property and proprietary rights. The Software and any third party software provided with the Software are protected by applicable copyright, trade secret, industrial and other intellectual property laws. Customer may not remove any product identification, copyright, trademark or other notice from the Software. SMIL reserves any rights not expressly granted to Customer.

LICENCE

SMIL grants to Customer a non-exclusive, non transferable licence to use the Software for its internal evaluation purposes only for the Evaluation Period. For the avoidance of doubt, Customer does not have a right to use the Software for time sharing, rental, sub-licensing, service bureau or third party training purposes. The Software may not be used on a production environment or for the purpose of preparing, formatting or migrating any data to or from a production environment.

Within thirty (30) days from the end of the Evaluation Period, Customer shall either:

a) Raise an order for the purchase of the Software at the current list price for the same OR

b) Return the Software to SMIL and remove all Software from the platform on which it was installed.

Customer will not modify the Software. Customer will not reverse engineer, disassemble or decompile the Software except and in so far as is necessary to achieve inter-operability with another independently created computer program and provided that SMIL was asked in writing to provide the information necessary to achieve the interoperability of an independently created computer program with the Software and failed to do so within twenty eight (28) days.

Copying or use of the Software other than as expressly authorised by this Agreement is not permitted.

CONFIDENTIALITY

Each party shall hold Confidential Information of the other in confidence. "Confidential Information" includes without limitation the terms of this Agreement, the Software, any benchmark of the Software, all Documentation, and all methods or concepts utilised therein, plus all information identified by the disclosing party as proprietary or confidential.

All Confidential Information shall remain the sole property of the disclosing party. Information will not be considered to be Confidential Information if (i) available to the public other than by a breach of this Agreement; (ii) rightfully received from a third party not in breach of any obligation of confidentiality; (iii) independently developed by a party without access to Confidential Information of the other; (iv) known to the recipient at the time of disclosure; (v) produced in compliance with applicable law or a court order, provided the other party is given notice and opportunity to intervene; or (vi) it does not constitute a trade secret and five (5) or more years have elapsed since the date of disclosure. In the event of a breach of this Clause, the damaged party will be entitled to injunctive relief and/or a decree for specific performance and such further relief as may be proper.

DISCLAIMER

The Software is supplied “as is” and without warranties as to performance or merchantability or any other warranties or representations whether expressed or implied of any kind.

Customer will fully indemnify and hold SMIL harmless against any breach of this Agreement including without limitation any claims for breach of warranty and/or representation or infringements of third party intellectual property rights.

LIMITED LIABILITY

Neither SMIL nor its licensors shall be liable in any way whatsoever for any loss of business or goodwill, loss of income or profit, loss of, or damage to or corruption of data, or for any indirect or consequential loss or damage of any kind howsoever arising and howsoever caused.

Good data processing procedure dictates that any Software be thoroughly tested with non-critical data before relying on it. Customer accepts the entire risk of using the Software.

SUPPORT

SMIL will provide support for the Software at its discretion for the Evaluation Period only.

SMIL shall have no obligation to provide such support or to respond to any communication with SMIL during the Evaluation Period.

INFRINGEMENT INDEMNITY

As long as Customer provides SMIL with prompt written notice of such claim or action, offers SMIL sole control and authority over the defence or settlement of such claim or action, including all appeals, and provides complete information and reasonable assistance to defend or settle such claim, SMIL shall, at SMIL’s own expense, defend or settle, at SMIL’s option, any claim or action brought against Customer based on a claim that any of the Software, as used by Customer strictly within the scope contemplated by this Agreement, infringes a copyright or trade secret or a patent issued no later than 60 days prior to the date of the Order and shall indemnify Customer to the extent resulting from any such claim or action.

SMIL shall have no liability for any claim of patent, copyright or trade secret infringement that is based on i) the Use of other than the latest version of the Software, if such infringement could have been avoided by the Use of the latest version; ii) the Use or combination of the Software with software, hardware or other materials not provided by SMIL, iii) Use of the Software in a manner other than that for which it was designed or contemplated as evidenced by the relevant documentation; iv) any unauthorised modification by Customer or a third party of the Software; or v) any compliance with designs, plans or specifications furnished by Customer or on Customer’s behalf.

THIS CLAUSE STATES THE ENTIRE LIABILITY OF SMIL AND THE CUSTOMER’S SOLE AND EXCLUSIVE RIGHT TO RECOVER, WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, AND SMIL SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVED INFRINGEMENT.

GENERAL

SMIL will not be liable for any failure to fulfil its obligations hereunder caused by circumstances outside its control. There shall be no extension to the Evaluation period if such circumstances occur.

No delay by SMIL in enforcing any of the terms or conditions of this Agreement will affect or restrict its rights and powers arising under this Agreement. No waiver of any term or condition of this Agreement will be effective unless made in writing.

If any of the provisions of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced.

GOVERNING LAW

This Agreement will be governed by and interpreted in accordance with the laws of England (without reference to its conflict of laws principles) and the parties agree to submit to the exclusive jurisdiction of the English Courts.