OSS Nokalva, Inc. — Trial License Agreement

OSS Nokalva Tools — Trial License Agreement

Please read the license agreement below before deciding to continue:
		
    TRIAL LICENSE AGREEMENT (the "Agreement") dated as of the date the
user clicks acceptance to this Agreement (the "Effective Date") between
OSS Nokalva, Inc., having an office at 300 Atrium Drive, Suite 402, 
Somerset, New Jersey 08873 ("OSS") and the user that clicks acceptance 
to this Agreement ("Customer" or "you").

    THIS IS A BINDING CONTRACT.  OSS PROVIDES THE PROGRAMS SOLELY ON
THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE 
CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM.  BY CLICKING THE 
"ACCEPT" BUTTON YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE 
LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) 
YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF CUSTOMER IS A CORPORATION,
GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, 
POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER 
AND BIND CUSTOMER TO ITS TERMS.  IF CUSTOMER DOES NOT AGREE TO THE TERMS
OF THIS AGREEMENT, OSS WILL NOT AND DOES NOT LICENSE THE PROGRAMS TO 
CUSTOMER AND CUSTOMER MUST NOT ACCESS, DOWNLOAD OR INSTALL ANY OF THE
PROGRAMS.

    In consideration of the obligations and promises contained herein 
and intending to be legally bound, the parties agree as follows:

1.  DEFINITIONS

    1.1 "Compiler" means the OSS ASN.1 compiler component of the 
Programs that translates ASN.1 specifications into output.

    1.2 "Documentation" means all documents, manuals and specifications
with respect to the Programs that are provided by OSS to Customer or 
that Customer is permitted to access.

    1.3 "Generated Source" means any and all of the output in all forms 
of the Compiler.

    1.4 "Programs" means the software programs downloaded by Customer 
and all revisions, modifications and enhancements of and to any such
software programs.

    1.5 "Proprietary Information" means the Programs, the Generated 
Source, the Documentation and all components, ideas, know-how, 
algorithms, code and other proprietary information with respect to or
included in any of the foregoing.

2.  TRIAL LICENSE

    2.1 License.  Subject to the terms and conditions of the Agreement, 
OSS hereby grants to Customer a limited, non-transferrable, 
non-exclusive and non-sublicensable license to use the Programs and 
the Generated Source for a thirty day period from the Effective Date
(or such longer period that may be agreed to by OSS in writing) solely
for internal use and for evaluating whether to enter into a license 
agreement to use any of the Programs for commercial use.  IN NO EVENT 
SHALL CUSTOMER USE ANY OF THE PROGRAMS OR THE GENERATED SOURCE WITH 
RESPECT TO THE DEVELOPMENT OF ANY SOFTWARE FOR PRODUCTION OR COMMERCIAL 
USE. CUSTOMER'S LICENSE AND USE OF THE PROGRAMS IS LIMITED TO THE 
EVALUATION PURPOSES SET FORTH ABOVE AND NOT FOR USE IN ANY PRODUCTION 
ENVIRONMENT OR FOR COMMERCIAL USE.  EXCEPT FOR PROCESSING OR GENERATING 
LIMITED DATA SOLELY FOR THE PURPOSES OF EVALUATING THE PROGRAMS, IN NO 
EVENT SHALL CUSTOMER USE ANY OF THE PROGRAMS TO PROCESS OR GENERATE ANY
DATA AND IN NO EVENT SHALL ANY SUCH LIMITED DATA PROCESSED OR GENERATED 
BE USED FOR ANY PRODUCTION OR COMMERCIAL USE.

    2.2 Additional Limitations.  Customer shall not decompile, 
disassemble or otherwise reverse engineer the Programs.  In no event 
shall Customer use the Programs, the Generated Source or the output 
generated from use of any of the Programs with respect to any products 
or services that are provided to third parties.  In no event shall 
Customer use or deploy the Programs, the Generated Source or the output
generated from use of any of the Programs for any commercial or 
production use.  Customer acknowledges and agrees that this license is
limited to use of the Programs and the Generated Source solely for 
evaluation purposes of determining whether to license the Programs and
that Customer has to enter into another license agreement with OSS if 
it desires to use any of the Programs, the Generated Source or the 
output generated from use of any of the Programs for any purposes 
other than as expressly permitted by this Agreement.

    2.3 Third Parties.  Customer has no right to provide any of the 
Proprietary Information or the output generated from use of any of the
Programs to any third party, except solely in connection with such 
third party's evaluation of the Programs.  If Customer provides any 
of the Proprietary Information or such output to such third party, 
Customer shall be fully responsible and liable for such third party's
compliance with the terms of this Agreement.  Customer acknowledges 
and agrees that no "have made" rights are granted under this Agreement
to Customer.

    2.4 Restricted Rights.  Customer agrees that if Customer is the 
Department of Defense or other unit or agency of the U.S. Government 
subject to the DFARs (the "DOD"), the Programs and the Generated Source
are classified as "Commercial Computer Programs" and the Documentation
is classified as "Commercial Programs Documentation" and pursuant to 
DFARs Section 227.7202 the U.S. Government is acquiring the Programs, 
the Generated Source and the Documentation in accordance with the terms
of this Agreement.  If Customer is any unit or agency of the U.S. 
Government other than the DOD, the Programs or the Generated Source are
classified as "Commercial Computer Programs" and the Documentation is
classified as "Commercial Items" and pursuant to FAR Section 12.212, 
the U.S. Government is acquiring a license to use the Programs, the 
Generated Source and the Documentation in accordance with the terms 
of this Agreement. 

    2.5 Taxes.  Customer shall have sole liability and duty to pay all
taxes arising with respect to this Agreement, now or hereafter in 
effect, including any sales, use, export or import taxes, personal 
property, excise, and value added taxes, and other governmental duties
and charges.

3.  PROPRIETARY INFORMATION AND OWNERSHIP

    3.1 Ownership.  Customer acknowledges that all right, title, and 
interest in and to the Proprietary Information and all intellectual 
property rights with respect thereto are and at all times shall remain 
with OSS.  Customer acknowledges that no right, title, or interest in 
or to the Proprietary Information  and all intellectual property rights 
with respect thereto are granted under this Agreement, and no such 
assertion shall be made by Customer. Customer acknowledges that the 
Proprietary Information is and shall remain the sole property of and 
proprietary to OSS.  To the extent that Customer is deemed to have any
ownership rights in the Proprietary Information, Customer hereby 
assigns all of such rights to OSS.  Nothing in this Agreement shall 
alter these rights and no title to or ownership of the Proprietary 
Information or any intellectual property rights with respect thereto 
are transferred to Customer.  No rights are granted to Customer other 
than the limited license rights expressly set forth herein. Customer 
is granted only a temporary, limited right of use of the Programs and 
the Generated Source as set forth herein, which right of use is not 
coupled with an interest and is revocable in accordance with the terms
of this Agreement.  UPON TERMINATION OF THIS AGREEMENT, CUSTOMER SHALL 
DESTROY AND ERASE ALL COPIES OF THE PROPRIETARY INFORMATION.  NO 
COPIES OF THE PROGRAMS OR THE GENERATED SOURCE SHALL BE MAINTAINED BY 
CUSTOMER UNLESS CUSTOMER ENTERS INTO A LICENSE AGREEMENT WITH OSS TO 
LICENSE THE PROGRAMS FOR AN ADDITIONAL PERIOD AND PAYS THE APPLICABLE 
LICENSE FEES.

    3.2 Maintaining Confidentiality.  Customer acknowledges and agrees 
that the Proprietary Information is the confidential information of 
OSS.  Customer will maintain the confidentiality of the Proprietary 
Information using at least the same procedures as it uses to maintain 
the confidentiality of its own highly confidential information, but 
in no event shall Customer use less than reasonable care.  Customer 
shall not remove any copyright, confidentiality, or other proprietary
rights notice provided by OSS in connection with any Proprietary 
Information and any and all copies which Customer may make shall have
such notices.  In addition, Customer agrees, that unless expressly 
authorized in writing by OSS, Customer shall not make publicly 
available or disclose to any third party any results or information 
that it develops or determines arising out of or relating to Customer's
use of the Programs, the Generated Source or the output generated from 
any of the Programs, including, without limitation, any benchmarking 
information with respect to any of the foregoing.

4.  TERM

    4.1 Termination by OSS.  In the event that Customer breaches any 
of the terms and conditions of this Agreement, OSS has the right to 
immediately terminate this Agreement and the license to use the 
Programs by providing written notice to any email address provided by
Customer to OSS.

    4.2 Effect of Termination.  Without limiting any other rights and 
remedies, upon the termination of this Agreement, all licenses granted 
to Customer hereunder shall immediately terminate upon the termination
or expiration of this Agreement for any reason, unless Customer has 
entered into another license agreement with OSS with respect to the 
Programs that allows Customer to continue to use the Programs (in 
which case termination of such licenses covered by such license 
agreement shall be governed by such license agreement).  Except if 
Customer enters into another license agreement with OSS with respect 
to the Programs, upon the termination or expiration of this Agreement, 
Customer will immediately cease using the Programs and the Generated 
Source, erase or otherwise destroy all copies of the Proprietary 
Information, and delete all components of the Proprietary Information 
from its systems and will provide certification to OSS by an authorized 
officer of the Customer.  Sections 1, 3, 4.2, 4.3, 5 and 6 shall 
survive the expiration and termination of this Agreement and the other 
provisions of this Agreement shall terminate upon the termination or 
expiration of this Agreement.

    4.3 Time Lock Mechanism.  Customer acknowledges that the Programs 
may include a mechanism that shall cause the Programs to cease functioning 
upon the expiration or termination of this Agreement. 

5.  DISCLAIMERS AND LIMITATION OF LIABILITY. 

    5.1 Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, 
ANY AND ALL OF THE PROGRAMS, THE PROPRIETARY INFORMATION, AND ALL 
SERVICES ARE PROVIDED WITHOUT ANY WARRANTIES OR REPRESENTATIONS, 
EXPRESS, IMPLIED OR STATUTORY.  OSS EXPRESSLY DISCLAIMS ANY AND ALL 
IMPLIED WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THIS AGREEMENT, 
THE PROGRAMS, THE PROPRIETARY INFORMATION, AND ANY SERVICES PROVIDED 
BY OSS, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES 
OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING
FROM A COURSE OF DEALING OR USAGE OF TRADE.  

    5.2 Limitation of Liability.  EVEN IF ADVISED OF THE POSSIBILITY 
THEREOF AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY 
REMEDY, IN NO EVENT WILL OSS (ITS AFFILIATES AND ITS AND THEIR 
OFFICERS, DIRECTORS, EMPLOYESS, AND REPRESENTATIVES) BE LIABLE HEREUNDER
OR OTHERWISE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING, WITHOUT 
LIMITATION, THE TERMINATION OF THIS AGREEMENT),  THE PROGRAMS, THE 
PROPRIETARY INFORMATION, OR THE SERVICES PROVIDED BY OSS FOR ANY CLAIMS 
OF PERSONAL INJURY OR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE
OR SPECIAL DAMAGES OR DAMAGES BASED ON RELIANCE, COVER, COSTS OF 
SUBSTITUTE GOODS, BUSINESS INTERRUPTION, TORT, LOSS OF PROFITS OR 
BENEFITS OR LOSS OF DATA, BUSINESS REPUTATION OR GOODWILL.  OSS AND ITS
AFFILIATES HAVE NO LIABILITY WITH RESPECT TO ANY CLAIM OR DEMAND AGAINST
CUSTOMER BY ANY THIRD PARTY.  WITH RESPECT TO ALL CLAIMS ARISING OUT OF 
OR RELATING TO THIS AGREEMENT, THE PROGRAMS, THE PROPRIETARY INFORMATION,
OR THE SERVICES PROVIDED BY OSS, OSS' AGGREGATE LIABILITY SHALL NOT BE 
IN EXCESS OF ONE DOLLAR.

6.  GENERAL

    6.1 Entire Agreement; Waiver. This Agreement constitutes the entire 
agreement between the parties with respect to its subject matter and 
supersedes all prior oral and written quotations, communications, 
agreements and understandings of the parties with respect to its subject
matter.  This Agreement may only be amended by a document that expressly 
states that it is an amendment to this Agreement and that is executed by
both of the parties, which amendment expressly references the sections
in this Agreement that it is amending. The failure of either party at 
any time to enforce any right or remedy available to it under this 
Agreement or otherwise with respect to any breach or failure by the 
other party will not be construed to be a waiver of such right or remedy
with respect to such breach or failure of any other breach or failure by
the other party.  Any waiver of the performance of any of the terms or 
conditions of this Agreement shall be effective only if in writing and 
signed by the party against which such waiver is to be enforced. 

    6.2 Certain Remedies. Customer will pay reasonable expenses, 
including legal fees, incurred by OSS to enforce its rights under this 
Agreement.   In the event of (i) any breach or threatened breach of any
provision of this Agreement by Customer with respect to or relating to 
any of the Proprietary Information or (ii) any infringement or 
threatened infringement by Customer of any of OSS' intellectual property
rights, OSS may incur irreparable injury inadequately compensated by 
money damages and OSS may seek an injunction (including, without 
limitation, temporary and preliminary relief) and other appropriate 
equitable remedies with respect thereto without posting a bond.  This 
remedy is in addition to such other remedies as OSS may have under this
Agreement or by law.

    6.3 Law and Venue. This Agreement and all transactions under it and 
all claims arising out of or relating to this Agreement or any of the 
Proprietary Information, including, without limitation, tort claims, 
will be governed by the laws of the State of New Jersey excluding its 
choice of laws, rules, except that with respect to any claim with 
respect to copyright and patent rights United States federal laws shall
apply.  The parties agree that the United Nations Convention for the 
International Sale of Goods shall not apply or govern this Agreement.  
With respect to all disputes and claims arising out of relating to this
Agreement, or any of the Proprietary Information, the parties agree to 
submit to the exclusive jurisdiction of the New Jersey federal and state
courts and waive any claim of or any rights with respect to immunity or 
inconvenient form.

    6.4 Export. Customer hereby gives written assurance that it will:  
(i) only export or re-export the Proprietary Information in compliance
with the laws of the United States, including without limitation all 
Export Administration Regulations ("EAR") of the United States 
Department of Commerce; and (ii) bear sole responsibility for any 
violation of such laws and regulations.  In addition, Customer further
represents and warrants that Customer, nor any affiliate of Customer, 
is now, or will become in the future, a "Denied Person" within the 
meaning of 15 of the EAR.  If Customer becomes a Denied Person within 
the meaning of the EAR, Customer shall immediately inform OSS of such 
status and this Agreement and the license granted hereunder shall 
immediately terminate. 

    6.5 Notices. Notices will be deemed effective hereunder if provided 
in writing, delivered in person, or by certified or registered mail, or
by FedEx or similar private courier service to the address of OSS set 
forth above or to any address provided by Customer to OSS as Customer's
address, or if provided to Customer by sending written notice to any 
email provided by Customer to OSS.

    6.6 Partial Invalidity. If any of the provisions of this Agreement 
will be invalid or unenforceable, the invalidity or unenforceability
will not invalidate or render unenforceable this entire Agreement, 
which will instead be construed as if not containing the particular 
invalid or unenforceable provision or provisions, and the rights and
obligations of the parties will be construed and enforced accordingly.

    6.7 Assignment.  Customer has no right to assign or transfer this 
Agreement or the license granted under this Agreement, including, 
without limitation, in connection with any change in control of 
Customer such as an acquisition of a majority of Customer's equity 
ownership.  Any assignment or transfer in violation of this Section 
shall be null and void.

    6.8 Authorization with Respect to Use of Personal Information.
Customer, acknowledges, agrees and consents that if Customer is an 
individual, (i) OSS may maintain correspondence with Customer and 
personal information with respect to Customer as needed in connection
with OSS' business needs, including, Customer's name, contact 
information email and IP addresses, (ii) Customer shall only provide 
such personal data as is needed in connection with Customer's use of 
the Programs and its obligations under this Agreement and 
(iii) Customer's personal information that has been provided by 
Customer will be exported and maintained in the United States and 
other countries in connection with OSS' business needs.  If Customer 
is an entity ("Entity Customer"), then Entity Customer acknowledges 
and agrees that Entity Customer requires its personnel that 
communicate with OSS to only communicate with OSS through their work 
email and only use Entity Customer owned and issued devices with 
respect to such communications.  In addition, Entity Customer does 
not and does not permit any of its employees or contractors and 
contractors' personnel to provide to OSS any personal data other than 
such data as is needed in connection with Entity Customer's use of 
the Programs and its obligations under this Agreement, and in such 
cases Entity Customer has advised such individuals providing such 
data that such data may be disclosed to OSS and that such data may 
be exported to and maintained in the United States and other 
countries by OSS in connection with OSS' business needs. Entity 
Customer agrees that for all purposes under applicable law, Entity 
Customer is the Data Controller (as defined under any applicable laws) 
with respect to any personal data provided by Entity Customer, its 
employees, its contractors and its contractors' employees.  Entity 
Customer acknowledges, agrees and consents that OSS may maintain 
correspondence with Entity Customer and personal information with 
respect to Entity Customer's employees and contractors and 
contractors' employees as is needed in connection with OSS' business 
needs, including, such individual's names, contact information, email 
and IP addresses, and that Customer is authorized by such individuals 
to permit such use.

Copyright (C) 2018 OSS NOKALVA (R), Inc. All Rights reserved 
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