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Andes Technology Corporation ANDES SOFTWARE EVALUATION AGREEMENT PLEASE READ THIS SOFTWARE EVALUATION LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE DOWNLOADING OR USING THE EVALUATION PRODUCTS PROVIDED BY ANDES PURSUANT TO THIS AGREEMENT. BY CLICKING THE “AGREE AND SUBMIT” BUTTON OR BY DOWNLOADING OR OTHERWISE USING THE EVALUATION PRODUCTS YOU (EITHER A SINGLE INDIVIDUAL OR SINGLE LEGAL ENTITY) INDICATE THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. ANDES TECHNOLOGY CORPORATION (“ANDES”) IS ONLY WILLING TO LICENSE THE EVALUATION PRODUCTS TO YOU FOR EVALUATION PURPOSES TO DETERMINE WHETHER TO ENTER INTO A BUSINESS ARRANGEMENT WITH ANDES ON CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT GRANTED TO DOWNLOAD OR USE THE EVALUATION PRODUCTS. 1. DEFINITIONS 1.1. “The Andes Tools” means the AndeSight™, AndESLive™, toolchains, and support libraries provided by Andes to Licensee under this Agreement. 1.2. “Documentation” means any reference and other materials in any form provided for use with the Andes Tools. 1.3. “Effective Date” means the date of Licensee’s installation of the Evaluation Products on Licensee’s computer. 1.4. “Evaluation Products” means the Andes Tools and Documentation provided by Andes to Licensee under this Agreement. 1.5. “Seat” means an individual user accessing the Andes Tools on a single computer at one specific time. 1.6. "Licensee" means you as mentioned above, either a single individual or single legal entity. 1.7. “Evaluation Period” means a ninety (90) days period beginning with the Effective Date, during which this Agreement is in effect. 2. GRANT OF LICENSE 2.1. Evaluation License. Andes grants to Licensee a non-exclusive, non-transferable, only for the Seat, limited license (without the right to sublicense) during the Evaluation Period to use the Evaluation Products solely for the purposes of evaluating software applications. 2.2. Restrictions on the use of the Evaluation Products. 2.2.1. Limitations on Reverse Engineering, Decompiling, and Disassembly. Licensee shall not reverse engineer, decompile, or disassemble the Evaluation Products. 2.2.2. Separation of Components. The Evaluation Products are licensed as a single product. Its component parts may not be separated for use on more than one computer. 2.2.3. Distribution and Rental. You may not distribute, rent, lease, or lend the Evaluation Products to any other person or entity. 2.2.4. Performance or Benchmark Testing. You may not disclose the results of any benchmark test of the Evaluation Products to any third party without Andes’ prior written approval. 2.3. Proprietary Notices. The Evaluation Products, and all copies of these made by or for Licensee or its contractors in any media, must retain all copyright and other notices as they appear in the original copy provided by Andes. 3. OWNERSHIP All right, title and interest in and to the Evaluation Products is owned by Andes or its licensors and is protected by copyright and other intellectual property laws and international treaties. 4. CONFIDENTIALITY OBLIGATIONS 4.1. Confidentiality. Licensee agrees that the Evaluation Products, including without limitation the technology, ideas, algorithms and information contained therein, (collectively, “Confidential Information”) constitute Andes’ valuable and proprietary information. Licensee will use the Confidential Information only to exercise Licensee’s rights expressly granted under this Agreement. Licensee agrees to protect the Confidential Information from unauthorized disclosure or use, using the same degree of care that Licensee uses to protect its own like information, but in no event less than reasonable care. 4.2. Exclusions. Licensee’s obligations under Section 4.1 shall not apply to the extent that any particular Confidential Information is made publicly available by Andes without restriction, is independently developed by Licensee without use of or access to the Confidential Information, or is lawfully obtained without restriction by Licensee from a third party who has the right to make such disclosure without breach of any confidentiality obligation. 5. WARRANTIES BY LICENSEE Licensee warrants to Andes as follows: (i) Licensee is a customer or potential customer of Andes; (ii) Licensee will not use any of the Evaluation Products or any part thereof in any manner inconsistent with the terms and conditions of this Agreement, nor will Licensee authorize or assist others to do so; (iii) Licensee will not use the Evaluation Products in any way, directly or indirectly, to compete with Andes; and (iv) Licensee shall immediately notify Andes in writing at the address below (Attn: Legal Department) of any unauthorized use or disclosure of any of the Evaluation Products or part thereof or any Confidential Information. 6. TERM AND TERMINATION 6.1. Termination. This Agreement shall commence on the Effective Date and shall continue for Evaluation Period unless earlier terminated in accordance with this Section 6. Andes may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. In such event, you must destroy all copies, installations of the Evaluation Products and all of its component parts. 6.2. Effect of Termination. Termination of this Agreement will be without prejudice to any other right or remedy of Andes. Sections 2.3, 3, 4, 5, 6.2, 7, 8 and 9 shall survive termination of this Agreement. 7. NO WARRANTY BY ANDES ANDES EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE EVALUATION PRODUCTS. THE EVALUATION PRODUCTS AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LICENSEE AGREES THAT THE ENTIRE RISK ARISING OUT OF ANY USE OR PERFORMANCE OF THE EVALUATION PRODUCTS REMAIN SOLELY WITH LICENSEE. 8. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANDES OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE EVALUATION PRODUCTS, EVEN IF ANDES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. GENERAL PROVISIONS 9.1. Assignment. Licensee may not assign or transfer this Agreement, or any of Licensee’s rights or obligations under this Agreement. Any assignment in violation of the foregoing shall be null and void. 9.2. Governing Law and Jurisdiction. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the Republic of China. Hsin-Chu District Court of the Republic of China shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and Licensee and Andes hereby consent to such jurisdiction and venue. The prevailing party in any action to enforce the Agreement shall be entitled to recover costs and expenses including, without limitation, reasonable attorneys’ fees. 9.3. Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. 9.4. Entire Agreement. This Agreement contains the parties' entire understanding and agreement concerning the subject matter of this Agreement and may only be modified by a written instrument signed by each party's duly authorized representative. 9.5. Waiver. Any waiver by either party of any default or breach under this Agreement shall not constitute a waiver of any provision of this Agreement. All questions concerning this Agreement shall be directed to: Andes Technology Corporation 10F., No. 1, Sec. 3, Gongdao 5th Rd., East Dist., Hsinchu City 300, Taiwan (R.O.C.) Tel: 886-3-5726533 Fax: 886-3-5726535 Email: support@andestech.com