This Agreement sets forth the terms and conditions relating to the licensing by Interactive Intelligence, Inc. (“Interactive”) of the Interaction SIP Proxy Software (“Software”) to you (“Licensee”). Licensee may download up to five (5) copies of the Software subject to Licensee’s agreement to the following terms. By clicking the "I Agree" button provided at the end of this Agreement and by downloading the Software, Licensee agrees to be bound by these terms and conditions.

1. Interactive hereby grants Licensee a license to use the Software for up to forty-five (45) days at no charge ("Trial Period"). If Licensee wishes to use the Software beyond the Trial Period, Licensee will be required to place an order for the Software, agreeing to the applicable license terms and paying Interactive's then current license fees for such Software. The Software may be installed only on a single server located on Licensee’s premises and may be used only by Licensee's employees and only for evaluating the Software for Licensee's internal business purposes.
2. Interactive does not provide maintenance or support of the Software.
3. Licensee agrees that the Software is protected by trade secret, copyright, and other proprietary rights, and that title and ownership to the Software and documentation and all derivative works of the foregoing, remain in Interactive. Interactive reserves all rights not expressly granted herein, and the Software may not be used beyond the scope of the license(s) expressly granted hereby. The Software shall be used only by Licensee; the license granted hereunder does not include the right to sublicense, rent, lease, or otherwise distribute the Software. Licensee shall keep the Software confidential and shall not disclose the Software to third parties or allow them to access the Software. Licensee may not alter, modify or adapt the Software or any part thereof. Licensee may not translate, reverse engineer, de-compile, disassemble, access or attempt to access the source code underlying the Software or create derivative works of the Software or any part thereof. Licensee may not remove or modify any proprietary markings or restrictive legends placed on the Software.
4. TO THE FULLEST EXTENT ALLOWED BY LAW, THIS SOFTWARE IS PROVIDED “AS IS”, AND INTERACTIVE DISCLAIMS ALL WARRANTIES, TERMS OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS OR CONDITIONS REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND SATISFACTORY QUALITY. BY WAY OF EXAMPLE AND NOT IN LIMITATION, INTERACTIVE DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE IS FREE OF BUGS OR DEFECTS, WILL MEET LICENSEE’S NEEDS, OR WILL OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED BY LICENSEE. Licensee acknowledges that the Software may include features limiting its operability beyond the scope of the license, and Interactive shall be entitled to use self-help, including electronic means, to prevent use of the Software beyond its licensed scope.
5. INTERACTIVE SHALL NOT BE LIABLE TO LICENSEE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING THIRD PARTY CLAIMS, INCLUDING INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR GOOD WILL, WORK STOPPAGE, LOSS OF INFORMATION OR DATA, LOSS OF REVENUE OR PROFIT, COMPUTER FAILURE, OR PHONE/TELECOMMUNICATIONS CHARGES RESULTING FROM UNAUTHORIZED ACCESS TO LICENSEE’S COMPUTERS, TELEPHONE EQUIPMENT OR LINES, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, MAINTENANCE, USE, PERFORMANCE OR FAILURE OF THE SOFTWARE, REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND EVEN IF INTERACTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
6. If Licensee fails to comply with the terms of this Agreement or infringes Interactive’s proprietary rights pertaining to the Software, Interactive may terminate the license to the Software immediately. Upon termination of the license to the Software, Licensee shall purge all copies of the Software from its computer systems, return the Software and supporting materials to Interactive or its authorized representative, or destroy them (including all copies), and supply an affidavit to Interactive certifying that such actions have been completed. All obligations to keep the Software confidential survive termination.
7. Licensee shall not assign this Agreement, or any license hereunder, without the express written consent of Interactive; any attempt to sublicense, assign or transfer this Agreement or the licenses granted herein shall be void.
8. This software is Commercial Computer Software under Federal Government Acquisition Regulations and agency supplements to them. The Software is provided to the Federal Government and its agencies only under the Restricted Rights Provision of the Federal Acquisition Regulations applicable to commercial computer software developed at private expense and not in the public domain. The Use, Duplication or Disclosure by the government is subject to restrictions as set forth in subdivision (c)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and FAR 52.227-19(c).
9. Each party shall comply with all governmental (including federal, state, and local) laws, statutes, rules and regulations and all export, re-export and foreign policy restrictions applicable to this Agreement and in the conduct of its business (collectively “Laws”). Notwithstanding the foregoing, Interactive shall not be responsible or have any liability for Laws that are specific to Licensee’s business or industry. This Agreement constitutes the entire understanding between the parties with respect to the Software, and may only be amended by a writing signed by both parties. There are no representations, promises, warranties or understandings relied upon by Licensee which are not contained herein. This Agreement is governed by the laws of the State of Indiana, where any litigation arising hereunder shall be filed and maintained, and each party waives any objection to venue or personal jurisdiction in Indiana. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The UCC and the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when and how adopted, enacted and further amended. If Interactive prevails in any claim arising hereunder, it shall be entitled to recover its attorneys’ fees and costs of litigation.