ZK Trial License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING OR INSTALLING THE SOFTWARE.
BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY
THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS
AGREEMENT, THEN YOU MUST NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

This ZK Trial License Agreement ("Agreement") is a legal agreement between you 
(either an individual or an entity) (“You”) and Potix Corporation (“Potix”).
This Agreement governs Your trial use of the Software (as defined below) and is
effective upon the first date of installation or use of the Software
(“Effective Date”).

1. Definitions.
1.1 "Software" means the object code for the ZK PE or ZK EE
software product available for download on the Potix Website (except software
that may be downloaded from the ZK Website pursuant to the General Public License
(GPL) or Lesser General Public License (LGPL), which shall be governed by the GPL
or LGPL) during the Trial Period. For avoidance of doubt, nothing in this Agreement
gives You any rights to receive updates of the Software from Potix.
1.2 "Developer Product" means Your software application developed with the Software.
1.3 “Potix Website” means the website located at http://www.zkoss.org.

2. Evaluation License Grant. 
Subject to the terms and conditions of this Agreement, Potix hereby grants You an 
internal, royalty-free, non-exclusive, non-transferable and non-sublicensable 
license during the Trial Period to download (from the Potix Website), install, 
execute and use the Software solely for non-production, internal testing and 
evaluation to determine whether You wish to use the Software on a commercial basis. 
The number of developers simultaneously using the Software within
your organization should not exceed the limit of Concurrent Trial Users defined
on Potix Website.

3. Restrictions.
You shall not, and shall not allow any third party to: 
3.1 cause or permit reverse engineering, disassembly or decompilation of the Software; 
3.2 modify or create derivative works of the Software; 
3.3 remove, alter or obscure any proprietary notices which appear in the Software; 
3.4 charge Your customers for use of the Software; 
3.5 use the Software for internal production purposes or disaster recovery; 
3.6 distribute, sublicense or otherwise transfer the Software to any third party; 
3.7 use any Potix name, trademark or logo in the names of the Developer Product
or in a way that suggests the Developer Product was sold by or endorsed by Potix. 

4. Term and Termination. 
The term of this Agreement will begin on the Effective Date and will continue
until terminated by either party under this Section; except that the rights granted
under Section 2 (Evaluation License Grant) will terminate after sixty (60) days
after the Effective Date (the "Trial Period"). You hereby agree that it may only
license Software under Section 2 of this Agreement (Evaluation License Grant)
for one (1) Trial Period. Potix may terminate this Agreement at any time if You
fails to comply with the terms and conditions of this Agreement. You may terminate
this Agreement by ending all use of the Software and destroying all copies of the
Software in Your possession or control. Upon termination of this Agreement for
any reason, all license rights granted in this Agreement will immediately
terminate, and You must promptly stop all use of the Software and must delete
all copies of the Software.

5. Proprietary Rights. 
The intellectual property and proprietary rights of whatever nature in the Software
(including but not limited to all copyright, trade secret, trademark, patent
rights), including derivative works, are and shall remain the exclusive property
of Potix and its suppliers, if any. Except for the rights expressly granted by
Potix to You under this Agreement, (i) Potix and its suppliers, if any, reserve
all right, title and interest in and to the Software and all intellectual property
rights therein and (ii) no right, title, ownership interest or license in or to
the Software, whether by implication, estoppel or otherwise, is granted, assigned
or transferred to You under or in connection with this Agreement.

6. Confidentiality. 
The Software is the confidential and proprietary information of Potix. You agree
to take adequate steps, with no less than a reasonable degree of care, to protect
the Software from unauthorized disclosure or use. You acknowledge that the
Software contains valuable trade secrets and proprietary information of Potix
and that any actual or threatened disclosure or misapplication of such Software
will constitute immediate and irreparable harm to Potix for which monetary
damages would be an inadequate remedy and for which Potix will be entitled to
seek injunctive relief. You shall not, and shall not allow any third party to,
use the Software except as expressly authorized under this Agreement.

7. No Support or Warranty. 
You understand that the Software is provided solely for Your internal evaluation
purposes and Potix will not provide support for the Software. POTIX IS PROVIDING
THE SOFTWARE "AS IS" AND POTIX MAKES NO OTHER WARRANTIES WITH RESPECT TO THE
SOFTWARE OR ANY OTHER MATERIAL OR INFORMATION PROVIDED HEREUNDER. POTIX HEREBY
DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND NON-INFRINGEMENT. POTIX DOES NOT WARRANT THAT ANY SOFTWARE WILL BE
PROVIDED ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL FULFILL YOUR
REQUIREMENTS. TO THE EXTENT THAT POTIX CANNOT DISCLAIM ANY SUCH WARRANTY AS A
MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE
MINIMUM REQUIRED UNDER SUCH LAW.

8. Limitation of Liability. 
IN NO EVENT WILL POTIX BE LIABLE FOR: (I) ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY
, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA, LOST USE, OR LOST
PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT UNDER ANY LEGAL THEORY, EVEN
IF POTIX HAS BEEN ADVISED OF, KNOWS OF, OR SHOULD KNOW OF THE POSSIBILITY OF
SUCH DAMAGES, AND (II) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER
INACCURACIES IN THE SOFTWARE. POTIX’S TOTAL CUMULATIVE LIABILITY IN CONNECTION
WITH THIS AGREEMENT AND THE SOFTWARE, WHETHER IN CONTRACT, TORT, OR OTHERWISE,
WILL NOT EXCEED ONE HUNDRED DOLLARS (US$100.00). THIS LIMITATION OF LIABILITY
WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY SET FORTH HEREIN.

9. Indemnification. 
You hereby agrees to indemnify Potix harmless against any and all damages,
judgments, and costs (including but not limited to reasonable attorneys fees)
incurred by Potix as a result of Your use or distribution of Developer Products,
including any claims alleging that any Developer Products infringe the
intellectual property rights of a third party.

10. Consent to Use of Data.
The Software may collect certain non-personally identifiable information that 
resides on your device, including, without limitation, statistics relating to 
how often it is being used. The information collected will be sent to Potix and 
may be used by Potix without restriction.

11. General.
11.1 Assignment. You shall not assign or delegate its rights under this Agreement
without the prior written consent of Potix. Subject to the foregoing, this Agreement 
shall bind and inure to the benefit of the successors and permitted assigns of the 
parties. 
11.2 Relationship of Parties. The parties hereto are independent contractors.
Nothing in this Agreement shall be deemed to create an agency, employment, partnership, 
fiduciary or joint venture relationship between the parties.
Neither party has the power or authority as agent, employee or in any other capacity 
to represent, act for, bind or otherwise create or assume any obligation on behalf of 
the other party for any purpose whatsoever. There are no third party beneficiaries 
to this Agreement. 
11.3 Governing Law and Venue. This Agreement will be governed by the laws of the
State of California in the United States of America, without giving effect to any 
conflicts or choice of laws principles that would require the application of the 
laws of a different jurisdiction. Any action or proceeding arising from or relating
to this Agreement must be brought exclusively in state court in Santa
Clara County, California, and each party irrevocably submits to the exclusive personal 
jurisdiction and venue of any such court in any such action or proceeding. In the 
event of any dispute in connection with this Agreement, the English language version
of the Agreement will control for all purposes. Any action brought under this Agreement 
shall be conducted in the English language.
11.4 Survival. Section 4 (Term and Termination), 5 (Proprietary Rights),
6 (Confidentiality), 7 (No Support or Warranty), 8 (Limitation of Liability),
9 (Indemnification) and 10 (General) will survive the termination of this Agreement.
11.5 Entire Agreement. This Agreement constitutes the entire agreement between the 
parties regarding the subject hereof and supersedes all prior or contemporaneous 
agreements, understandings and communications, whether written or oral. 
This Agreement may be amended only by a written document signed by both parties.
11.6 Severability and Waiver. If any provision of this Agreement is adjudicated 
to be unenforceable, such provision will be changed and interpreted to accomplish
the objectives of such provision to the greatest extent possible under applicable
law and the remaining provisions will continue in full force and effect. All waivers 
must be in writing. Any waiver or failure to enforce any provision of this Agreement 
on one occasion will not be deemed a waiver of any other provision or of such provision 
on any other occasion.
