EVALUATION AGREEMENT
 
This Evaluation Agreement ("Agreement") is a legal agreement between you ("You", "Your" or "Licensee") and Tata Consultancy Services Limited ("Licensor" Or "TCS"), and governs your possession and/or use of the TCS' VeriAbsL software and documentation ("Software"). By clicking and/or checking an "I Agree" or any similar button or check box presented with these terms at the time of use, or by accessing, downloading, installing, and/or by activating the Software with any associated license key, or using, as applicable, all or any part of the Software, you agree to the terms of this Agreement, and agree that You are responsible for compliance with any applicable local laws.
If You are accessing, downloading, installing or using the Software on behalf of an organization/entity You represent, You are agreeing to these terms and conditions on behalf of Your organization/entity, and You represent and warrant that You have legal authority to bind your organization/entity to the terms of this Agreement. In that case, "You", "Your" or "Licensee" also refers to that organization/entity. 
If You do not agree with any of these terms, you must not download, install, activate, use or access the Software in any way, or type "I accept" or check and/or click "I Agree" or any similar box or button associated with this Agreement during the software downloading, installation, activation, use or access process. You must promptly destroy the Software and/or access key/credentials provided to You.
 
1. Evaluation Terms. 
a)	Subject to the terms and conditions set forth in this Agreement, and in consideration of the Licensee's acceptance thereof, TCS grants to Licensee a non-exclusive, personal, non-transferable, non-sub licensable, non-commercial, right to use the Software in object code form, within premises and computer systems in Your possession and control, only for the limited purpose of Licensee's academic research evaluation in a test environment to evaluate SV-COMP benchmarks of 12th Competition on Software Verification (SV-COMP 2023) held at TACAS 2023 and publish the results of evaluation in accordance with the competition rules and not for production or other productive use in any manner whatsoever, in accordance with instructions and guidelines provided in the accompanying documentation, or as may be specified by TCS from time to time. All fixes, patches, upgrades and updates for the Software that TCS may (in its sole discretion) provide shall be deemed to be the part of and treated as Software licensed hereunder. 
b)	In particular, and without limitation, the Licensee represents, warrants and covenants, that it shall NOT and shall not permit others to:
-	use, copy or modify, enhance or create derivative works of the Software or any portion thereof, except as expressly permitted in this Agreement, except that the TACAS Competition Chair hosting the SV-COMP 2023 competition may retain a copy of the Software for the purposes of the competition and for future reference in later versions of the SV-COMP competition; 
- 	sell, license, sublicense, assign, transfer, distribute or timeshare the Software or otherwise grant any right under this Agreement to any third party, without the prior written consent of TCS;
- 	reverse engineer, disassemble, de-compile, tamper, recreate, enhance or modify the Software or any part thereof;
- 	remove, alter, obscure or otherwise render illegible any of TCS's logo, trademark, copyright notice or other proprietary or confidentiality markings that may be placed on the Software or any component or output thereof;
- 	override access authorization and access controls for the Licensee's access and use to the Software as may be prescribed by TCS or circumvent, bypass, delete or remove any form of protection, or usage, functionality or technical restrictions or limitations, or to enable functionality disabled by TCS, in connection with the Software
-	use the Software to store or transmit malicious code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses;
-	use the Software in any manner or for any purpose that violates any applicable law or the rights of others;
-	interfere with or disrupt the integrity or performance of any Software or data contained therein;
-	perform or disclose any security testing, including without limitation, penetration testing, remote access testing, network discovery, vulnerability scanning, password cracking, etc., of the Software and/or the service or associated infrastructure without TCS' prior written consent;
-	interface or link or include, without express written permission, the Software with any other systems or applications or services other than those agreed in writing and in accordance with the documentation provided by TCS; 
-	use any public software or open source software in connection with Software in any manner that requires, pursuant to the license applicable to such public or open source software, that the Software be disclosed or distributed in source code form, or made available free or charge to recipients, or modifiable without any restriction by recipients; or
-	access or use the Software for purposes of the development, provision or use of a competing software, service or product except as permitted herein or any other purpose that is to the TCS's detriment or commercial disadvantage.
c) 	Licensee shall be responsible for all activity occurring under its control and ensure that they abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with their use of the Software, including those related to data privacy, international communications and the transmission of technical or personal data. Licensee shall not export or re-export Software or technical data (or direct products thereof) provided under this Agreement in violation of any applicable export control laws and regulations.
d)	Licensee agrees that TCS may, not more than once every six months and upon not less than ten (10) days notice to Licensee, audit Licensee's use of the Software for compliance with the terms & conditions of this Agreement. If any audit reveals Licensee to be in breach of this Agreement, TCS shall be entitled to terminate the license granted hereunder, without prejudice to any other rights or remedies TCS may have under this Agreement or otherwise.
e)	As between TCS and Licensee, Licensee shall be responsible for (a) acquisition, installation and maintenance of the Target Environment; (b) complying with the applicable terms and conditions of the respective third party products used in Target Environment (c) choice, installation, use and maintenance of any third party software not forming part of the Software, which is and/or to be used in relation to the Software, (d) making regular back-ups of Licensee's data processed via the Software, and (e) complying with any laws or regulations applicable to Licensee's industry that are generally not applicable to licensed product providers. Target Environment as defined herein shall mean to included Licensee's processing computer system hardware, software and operating environment required for the operation and use of the Software as described in the relevant documentation.
f) 	Licensee may, upon written advance notice to TCS, relocate the Software to another permitted site ("Permitted Site") provided that the Software shall not be made available at more than one Permitted Site at any given time, and as soon as Licensee relocates the Software to a new Permitted Site, Licensee will notify TCS of the address of the new Permitted Site in writing. Copies which are no longer needed must immediately be destroyed.
 
2.	Ownership and Proprietary Rights.
a)	Licensee acknowledges and agrees that TCS and / or its licensors does and will continue to own all intellectual property and intellectual property rights in or attached to the Software, including without limitation, in or attached to any Derivative Works (as hereinafter defined) of the Software, whether solely or jointly conceived, or even if made by, on behalf of, or for the Licensee.  Nothing contained herein shall be construed as a transfer, assignment or conveyance by TCS to Licensee of the ownership, interest or title to the intellectual property or intellectual property rights in or attached to the Software or any Derivative Works thereof. The Licensee only receives the right to use as granted hereunder until terminated in accordance with this Agreement. Derivative Works as defined herein shall mean to include works that are based upon or derived from the Software or other proprietary material, including without limitation, a revision, modification, customization, enhancement, improvement, additions, interfaces, adapters, translation, abridgment, condensation, expansion or any other form in which such material or any proprietary portion thereof may be recast, transformed, or adapted. 
b)	Licensee acknowledges and agrees that TCS shall have the right to collect, use, disclose, publish, or otherwise exploit without restriction or compensation to Licensee, including without limitation, in future releases or further developments, any technical data relating to the use of the Software, comments, contributions or feedback that Licensee provides regarding the Software and reference the license granted to the Licensee; or any and all knowledge and information arising out of use of the Software (including Derivative Works, if any).
 
3.	Third Party Software
a)	Notwithstanding the Use grant in Section 1, Licensee acknowledges that certain components of the Software may be covered by so-called "open source" software licenses ("Open Source Software" or "OSS"). Open Source Software, if any, contained in this Software and the use thereof, shall be subject to the terms and conditions of the relevant open source license agreement only. Open Source Software and related information (including relevant notices) for the currently licensed version of the Software are mentioned in the accompanying notices and information documentation, namely, Third Party Notices. To the extent the terms of the licenses applicable to OSS prohibit any of the restrictions in this Agreement with respect to such OSS, such restrictions will not apply to such OSS. To the extent the terms of the licenses applicable to OSS require licensor to make an offer to provide source code or related information in connection with the Software, such offer is hereby made, and may be requested in writing by the Licensee. 
b)	The Software may contain third party proprietary software components. Notwithstanding the Use grant in Section 1, Third party software, if any, contained in this Software and the use thereof, shall be subject to the terms and conditions of the respective third party vendor/licensor. Warranties, if any, shall be from the respective third party vendor/licensor as specified in their license agreement, with the limitations/restrictions as applicable. The license agreement/s in respect of the embedded third party software, if any, is/are provided in the notices and information documentation, namely “Third Party Notices”.
 
4.	Warranty Disclaimer and Limitation of Liability. The Software (including any Derivative Works) and related information, including without limitation, Confidential Information and any third party software component (if any) contained in the Software is/are provided "AS IS" without any warranty of any kind, whether expressed or implied, including, but not limited to, any implied warranty of merchantability, non-infringement, fitness for a particular purpose, system integration, accuracy, reliability, error-free, un-interruption, support (unless otherwise specified), correction, repair or otherwise. In no event shall TCS or any of its licensor or any third party be liable for any direct, indirect, incidental, special, exemplary or consequential damages suffered by Licensee or any third party (including but not limited to, use or loss of use; loss or damage of data, lost profits, business, revenue, goodwill or anticipated savings; business interruption; procurement of substitute goods or services) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising from or as a result of using the  Software, even if advised of the possibility of such damage.
 
5.	Termination
a)	If You breach any provisions of this Agreement or violate any law, rule or regulation, Your access and use of the Software is automatically terminated and any subsequent access and use is unauthorized.
b)	Either Party may terminate this Agreement for any reason immediately upon notice with no obligation or liability of any kind on the part of the other Party except as to which has already accrued or otherwise agreed to under this Agreement. In the event of termination or expiration of this Agreement, Licensee shall cease to use the Software, in whatever form disclosed hereunder, immediately upon expiration or termination of the Agreement. All copies of Software received by Licensee shall be deleted from Licensee's computer systems in the event of termination or expiration of this Agreement and on request from TCS, Licensee shall certify in writing its compliance with this paragraph to TCS within five (5) days of termination or expiration of this Agreement. The provisions of Sections 1 (b),(c),(d), 2, 3, 6(a),(c),(d) to (f) shall survive expiration or termination of this Agreement.
 
6.	Miscellaneous:
a)	Indemnification: Licensee agrees to indemnify and hold TCS and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand or expense, including reasonable attorneys' fees, due to or arising out of Licensee's use of the Software in a manner contrary to the provisions of this Agreement and documentation or any matters connected therewith.
b)	No Assignment: Licensee shall not sell, transfer or assign any right or obligation hereunder, except as expressly provided herein, without the prior written consent of TCS.  Any assignment in violation of this sub-clause shall be void.
c)	Waiver: Either Party's failure to exercise any right under this Agreement shall not constitute a waiver of any other terms or conditions of this Agreement with respect to any other or subsequent breach, or a waiver by such Party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement. In order to be effective, all waivers under this Agreement must be in writing and signed by the waiving Party.
d)	Governing Law & Dispute Resolution: This Agreement shall be governed by laws of State of New York, USA, without giving effect to the conflicts of law principles thereof. Subject to the arbitration provisions below, courts in the city of New York shall have the exclusive jurisdiction over any matter arising out of or connected with this Agreement. Each Party hereby irrevocably waives, to the fullest extent permitted by the law, any right to a trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.
 Nothing herein shall prohibit TCS from seeking a temporary restraining order, preliminary injunction or other provisional relief if, in its judgment, such action is necessary to avoid irreparable damage, to preserve the status quo, or to prevent or stop the violation of these terms and conditions and/or infringement of intellectual property rights or other proprietary rights or Confidential Information of TCS, its affiliates and/or their respective licensors, or from bringing and pursuing legal action to specifically enforce the provisions of this clause. 
e)	Notices: All notices provided for or permitted under this Agreement to TCS shall be deemed effective upon receipt, and shall be in writing and (i) delivered personally, (ii) sent by commercial overnight courier with written verification of receipt, (iii) sent via electronic mail to veriabs.tool@tcs.com through the SV-COMP mailing list or (iv) sent by certified or registered mail, postage prepaid and return receipt requested. Notices to TCS shall be sent to the attention of its Legal Department, Tata Consultancy Services Limited, 101 Park Avenue, NY 10178, NY, with a copy shall be sent to the General Counsel, Tata Consultancy Services Limited, TCS House, Raveline Street, Fort, Mumbai 400001, India. Notices to Licensee shall be sent at the email address provided by Licensee at the time of requesting for Use of the Software.
f)	Severability: If any provision of this Agreement be held invalid or unenforceable by a competent court, such provision shall be modified to the extent necessary to make it valid and enforceable whilst preserving the intent of the Parties and all other provisions of this Agreement shall remain fully valid and enforceable unless otherwise agreed between the Parties.
g)	Entire Agreement: This Agreement along with all documents referenced therein shall constitute the complete agreement between the Parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each Party. By using the Software and/or Service, Licensee acknowledges that Licensee has read this Agreement, understands it, and agrees to be bound by the terms and conditions.
 
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