Trial Version for Wireless Operators and ISPs

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Name *
Company *
Email *
Phone Number *
Address *
City *
Province/State *
Country *
Operating System *
Email Platform *
Device Model(s) *
Operating System Version (BlackBerry Only)
Wireless Carrier *
Number of Users * (Limit 50)
Fully Qualified Domain Name *
Do you have an existing SSL certificate for the Consilient push Server? *	Yes No
If so what application/tool was used to generate it?
How did you hear about us?
CONSILIENT PUSH™ TRIAL LICENSE AGREEMENT PLEASE CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT GOVERNING YOUR USE OF THE LICENSED SOFTWARE PRODUCT. BY COMPLETING THE INSTALLATION OF THE SOFTWARE PRODUCT, OR BY CLICKING A BUTTON ACCEPTING THIS AGREEMENT, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, THEN PLEASE DO NOT ACCEPT THIS AGREEMENT OR USE THE SOFTWARE PRODUCT. IF YOU HAVE ALREADY INSTALLED THE SOFTWARE, PROMPTLY AND PERMANENTLY REMOVE THE SOFTWARE PRODUCT AND ANY ARCHIVAL COPIES FROM YOUR COMPUTER AND ALL DEVICES. IN THIS AGREEMENT, “EVALUATOR” REFERS TO YOU, THE LICENSEE OF THE SOFTWARE PRODUCT, AND “CONSILIENT” REFERS TO CONSILIENT TECHNOLOGIES CORPORATION. IN CONSIDERATION of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and value of which are hereby acknowledged, the parties agree as follows: 1. GRANT OF EVALUATION LICENSE Consilient hereby grants to Evaluator and Evaluator hereby accepts a temporary, non-exclusive, nontransferable, royalty-free license to use the scalable push email application for handheld devices known as Consilient Push™, (the “Software Product”) and associated documentation solely for the purpose of evaluation in order to determine whether Evaluator would like to enter into a license for the Software Product. The Software Product consists of the server application (“Server Software”) and the client application (“Client Software”). The grant of the right to use the Software Product shall be on an “AS IS” basis and shall be subject to the following terms and conditions: (a) Evaluator shall not copy the Server Software or allow copies of the Server Software to be made for any purpose, and Evaluator shall not duplicate the user documentation; (b) Evaluator shall make available for distribution and download the Client Software for the maximum number of Client Users on a maximum number of domains as specified herein; (c) Evaluator shall not modify, alter, or adapt the Software Product in any manner, including trademarks and copyright notices; (d) Evaluator shall not sell, lease, sublicense, distribute, transfer, or otherwise use the Software Product for commercial purposes in any way; (e) Evaluator shall not decompile, disassemble, reverse translate, or otherwise reverse engineer any portion of the Software Product; (f) Evaluator shall comply with the installation, configuration and user guidelines provided in the documentation; (g) Evaluator shall ensure that the Software Product is installed inside its firewall; and (h) MYSQL is required for the use of the Software Product. Consilient hereby transfers a fully-paid license to Company under the MYSQL License Agreement found at https://order.mysql.com/EULA/ on a non-permanent basis for the purpose of evaluating the Software Product during the Evaluation Period. By accepting this Agreement, Company hereby accepts the terms of the MYSQL license. 2. CONFIDENTIALITY (a) Evaluator acknowledges that the Software Product contains and constitutes commercially valuable, proprietary trade secrets and confidential information of Consilient, the development of which involved the expenditure of substantial time and money and the use of skilled development experts. Evaluator acknowledges that (i) the Software Product is being disclosed to Evaluator on a confidential basis to be used only as may be expressly permitted by the terms and conditions of this Agreement, and (ii) during the term of this Agreement and thereafter for as long as is reasonably necessary for Consilient’s protection, Evaluator shall not, without the prior written consent of Consilient, use for its own purposes, or disclose, transfer, or release any information regarding the Software Product, alone or in combination with any other information, to any individual or entity. (b) Access to the Software Product shall be limited to those employees, agents or independent contractors directly involved in the evaluation process. Evaluator hereby covenants and agrees that during the term of this Agreement and thereafter for as long as is reasonably necessary for Consilient’s protection, it shall require all of its employees, agents, and independent contractors, who have any access to the Software Product, to abide by the confidentiality provisions of this Agreement; Evaluator further covenants and agrees that it will take all reasonable measures to prevent disclosures to others. 3. TERM; EXPIRATION OF SOFTWARE PRODUCT Upon acceptance of this Evaluation Agreement, the Software Product shall be available for download via email and installed by Evaluator. The Software Product shall be available for evaluation for a period of thirty (30) days from the date of issuance of the license key (the "Evaluation Period") provided, however, that Consilient may, in its sole discretion, terminate this Evaluation Agreement at any time upon written notice to Evaluator. The trial license key will automatically expire at the end of the Evaluation Period and Evaluator shall ensure that all users of the Client Software are provided advanced notice of such expiration. Upon expiration or termination of this License, Evaluator will (i) erase or otherwise destroy all copies of the Software Product that are fixed or resident in the memory or hard disks of computers owned or controlled by Evaluator and (ii) return to Consilient all other existing copies (including original and back-up copies) of the Software Product and related documentation. If requested by Consilient, Evaluator shall provide written confirmation from an authorized signing officer that these requirements have been met. In the event Evaluator desires to license the Software Product on a non-temporary basis, Consilient and Evaluator shall agree on the transition strategy from the trial license to a formal license. 4. NO WARRANTY THE SOFTWARE PRODUCT AND THE MEDIA ON WHICH IT IS PROVIDED ARE LICENSED ON AN “AS IS” BASIS. CONSILIENT MAKES NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER IMPLIED WARRANTY OR CONDITION ARISING BY STATUTE OR CUSTOM OR USAGE OF TRADE RELATED TO THE USE OF THE SOFTWARE PRODUCT TO THE MAXIMUM EXTENT PERMITTED BY LAW. 5. DISCLAIMER OF LIABILITY CONSILIENT SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER WITH RESPECT TO THE USE OR OPERATION OF THE SOFTWARE PRODUCT, WHETHER DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL, INCLUDING BUT NOT LIMITED TO LOSS OR CORRUPTION OF DATA (INCLUDING EMAIL OR CALENDAR) OR BUSINESS INFORMATION, DISCLOSURE OF EVALUATOR’S DATA OR CONFIDENTIAL INFORMATION, DAMAGES TO EVALUATOR’S DATABASE(S), FAILURE OF EVALUATOR TO COMPLY WITH DOCUMENTATION PROVIDED BY CONSILIENT, LOSS OF PROFITS, LOSS OF USE, OR INTERRUPTION OF BUSINESS, EVEN IF CONSILIENT IS ADVISED OF SUCH POSSIBILITIES. CONSILIENT SHALL HAVE NO FURTHER OBLIGATION, DUTY OR LIABILITY WHATSOEVER IN CONTRACT, TORT OR OTHERWISE, INCLUDING LIABILITY FOR NEGLIGENCE. THIS DISCLAIMER SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION OR DEMAND INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, NEGLIGENCE, TORT AND/OR FUNDAMENTAL BREACH. 6. ADDITIONAL TERMS (a) The Software Product shall be evaluated using a maximum of fifty (50) Client Users on a maximum of five (5) domains. A Client User is one (1) person using one (1) email address on one (1) device. (b) Consilient will use reasonable efforts to provide technical support during its regular support hours during the Evaluation Period. Consilient’s regular support hours are posted at www.consilient.com. 7. PROPRIETARY RIGHTS Consilient owns all right, title and interest, including copyright, in and to all documentation, design, solutions, software, improvements, derivatives and modifications it develops pursuant to the Software Product, even if such designs, improvements or modifications are suggested to Consilient by Evaluator. 8. GENERAL PROVISIONS (a) Assignment. This Agreement may not be assigned by Evaluator or by operation of law to any other person, persons, firms, or corporations without the express written approval of Consilient. (b) Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the Province of Newfoundland and Labrador and the laws of Canada applicable therein. This Agreement shall be governed without regard to conflict of laws provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The venue for any dispute shall be the appropriate court of Newfoundland and Labrador and the parties unconditionally consent to this venue. (c) Survival of Certain Provisions. The confidentiality requirements set forth in the Agreement shall survive the termination of the Agreement by either party for any reason. (d) Entire Agreement. The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the license and to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party. (e) Compliance with Laws. By installing the Software Product, the Evaluator is confirming that this Agreement and the performance of any rights and obligations hereof: (i) are not restricted by or contrary to any law or regulation applicable to the Evaluator; (ii) do not require registration or approval under the applicable laws governing the Evaluator; and (iii) will not require termination payments or compulsory licensing under the applicable laws of the Evaluator. (f) Export Regulations. The transfer of technology across national boundaries is regulated by the Canadian and other Governments. You agree not to export or re-export the Software Product without first obtaining any required export license or governmental approval. You will not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by Canadian or another country’s regulation or statute, without the prior written consent, if required, by the appropriate government bodies of either country. This provision and the assurances made herein shall survive termination of this Agreement. (g) U.S. Government Restricted Rights. The Software Product (including documentation) are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in the Rights in Commercial Computer Software clause at DFARS 227.7202-3 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, as applicable. The Licensor is Consilient Technologies Corporation, located in St. John’s, Newfoundland and Labrador, Canada. I accept I do not accept

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Trial Version for Wireless Operators and ISPs