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Evaluation License Agreement
EVALUATION LICENSE AGREEMENT

THE FOLLOWING IS AN EVALUATION LICENSE AGREEMENT WITH FLUX CORPORATION ("FLUX"). BY CLICKING ON THE "ACCEPT" BUTTON THAT FOLLOWS THE EVALUATION LICENSE AGREEMENT, YOU AND THE COMPANY OR PERSON IDENTIFIED IN THE REGISTRATION FORM ("LICENSEE") WILL BE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EVALUATION LICENSE AGREEMENT.

1. License Grant and Restrictions. (a) Subject to the terms and conditions of this Agreement, Flux grants Licensee a limited, nonexclusive, non-transferable, non-sublicensable license solely to use and evaluate one (1) copy of the software and accompanying documentation that is provided to Licensee hereunder (collectively, "Product") for its internal, non-production, non-development purposes. Licensee acknowledges and agrees that the Product is licensed hereunder for Licensee's internal evaluation purposes only and may not be used for any commercial purposes whatsoever. (b) The license set forth above does not include any rights to and Licensee shall not (i) reproduce, modify, translate or create
any derivative work of all or any portion of the Product, (ii) sell, rent, lease, loan provide, distribute or otherwise transfer all or any portion of the Product, (iii) reverse engineer, reverse assemble or otherwise attempt to gain access to the source code of all or any portion of the Product, (iv) display or disclose the Product to any personother than as expressly permitted herein; (v) use the Product for third-party training, commercial time-sharing or service bureau use, (vi) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed or embedded by Flux on or in any Product, or (vii) cause or permit any third party to do any of the foregoing.  Except as expressly set forth in this Section, Flux grants Licensee no licenses of any kind hereunder, whether by implication, estoppel, or otherwise.

2. WARRANTY DISCLAIMER. FLUX AND ITS SUPPLIERS MAKE NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO PRODUCTS OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, AVAILABILITY, RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. NEITHER FLUX NOR ANY OF ITS SUPPLIERS WARRANT THAT ANY PRODUCT OR ANY PART THEREOF WILL MEET LICENSEE'S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, AVAILABLE, SECURE OR ERROR-FREE, OR THAT ANY ERRORS IN THE PRODUCT WILL BE CORRECTED.

3.Term. This Agreement shall commence when you click "ACCEPT" below and terminate automatically thirty (30) days after you click on the "Accept" button below, unless earlier terminated. This Agreement shall terminate immediately without notice if Licensee breaches any provision of this Agreement. Immediately upon termination of this Agreement, Licensee shall erase or destroy the Product and the license in Section 1(a) immediately terminates. Sections 1(b) and 2 through 8 shall survive any termination or expiration of this Agreement. Licensee acknowledges and agrees that the Product may include software code intended to disable the functionality after the termination of this Agreement and Licensee accepts all risks and losses that may arise from such code.

4. LIMITATION OF LIABILITY. IN NO EVENT SHALL FLUX OR ITS SUPPLIERS BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, LOSS OF PROFITS, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. FLUX'S TOTAL LIABILITY ARISING OUT OF OR UNDER THIS AGREEMENT OR FOR BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS SET FORTH IN THIS SECTION 4 SHALL APPLY EVEN IF EITHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

5. Ownership. Licensee acknowledges and agrees that Flux owns all right, title and interest (including without limitation all patent rights, copyrights, trade secrets, trademark and other proprietary rights) in the Product, and any modifications, corrections or enhancements thereto, whether or not made by Flux, Licensee or any third party.  Licensee further acknowledges that the Product contains valuable trade secrets and confidential information of Flux, including but not limited to the unpublished specifications, functionality and performance thereof, and shall not disclose any such information to any third party. All information or feedback provided by Licensee and its employees and agents shall be Flux's property and deemed confidential information of Flux.

6. Export Restrictions. Licensee agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce or other agency or authority of the United States or other applicable countries, and not to transfer, or authorize the transfer, of the Product to a prohibited country or otherwise in violation of any such restrictions or regulations.

7. U.S. Government Restricted Rights. The Product is a commercial product, developed at private expense, and provided with restricted rights. Use, reproduction, release, modification or disclosure of the Product, or any part thereof, including technical data, by the United States Government is restricted in accordance with Federal Acquisition Regulation ("FAR") 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202 for military agencies.

8. General. The parties are independent contractors, and nothing in this Agreement is intended to create any agency, partnership or joint venture relationship between them. This Agreement is governed and interpreted in accordance with the laws of the State of Nevada, U.S.A. without reference to conflicts of laws principles. The parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts within Clark County, Nevada, U.S.A. and agree that process may be served in the manner provided herein for giving notices or otherwise as allowed by Nevada or federal law. The United Nations Convention on Contracts for the Sale of Goods shall not apply to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and reasonable attorney's fees. Licensee shall not transfer, assign or delegate this Agreement or any rights or obligations hereunder, in whole or in part, whether voluntarily, by operation of law or otherwise, without the prior written consent of Flux. Any such purported transfer, assignment or delegation without such prior written consent shall be null and void. Flux may transfer, assign or delegate this Agreement in whole or in part. Subject to the foregoing, the terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties to it and their respective heirs, successors, assigns and legal representatives.  This Agreement constitutes the entire agreement between Flux and Licensee with respect to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard thereto, and supersedes any and all other written or oral agreements existing between the parties hereto regarding the subject matter of this Agreement. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the party to be charged. If any of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, such provision shall, to that extent, be deemed omitted, and the remaining portions of this Agreement shall remain in full force and effect.

THE FOREGOING IS AN EVALUATION LICENSE AGREEMENT WITH FLUX CORPORATION. WHEN YOU CLICK ON THE "ACCEPT" BUTTON YOU ARE (I) REPRESENTING AND WARRANTING THAT (A) YOU HAVE THE AUTHORITY TO BIND THE COMPANY OR PERSON IDENTIFIED IN THE REGISTRATION FORM AND (B) THE REGISTRATION FORM THAT ACCOMPANIES THIS EVALUATION LICENSE AGREEMENT HAS BEEN FULLY AND ACCURATELY COMPLETED AND (II) YOU ARE CONSENTING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THIS EVALUATION LICENSE AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND YOU WILL NOT ASSENT TO THE EVALUATION LICENSE AGREEMENT.

IF YOU ARE DEEMED TO HAVE MADE AN OFFER, FLUX CORPORATION'S ACCEPTANCE IS EXPRESSLY CONDITIONAL ON ASSENT TO THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY FLUX CORPORATION, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.