This License Agreement (the "Agreement") is a legal agreement between you and MGS, Inc. ("MGS") under which MGS is providing the software program DELIVER (the "Software").  By clicking "I agree and download" at the bottom of this page, you are deemed to agree to be bound by the terms and conditions of this agreement.  If you do not agree to the terms and conditions of this agreement, do not download the software.  In such event, you will not be able to use the software.

1. GRANT OF LICENSE: MGS grants you a personal and non-exclusive end-user license to install the Software on your Unisys MCP system's hard disk and to use the Software, on a temporary basis, solely for the purpose of evaluating the Software's capabilities.  Temporary is initially defined as five (5) days but can be extended by receipt of an evaluation key from MGS.  Repeated downloading of this evaluation version of the Software is strictly prohibited.

You shall not assign, sublicense, sell, rent, lease, loan, convey or otherwise transfer to any third party, or copy, duplicate, translate or convert to another programming language the Software, except as expressly provided herein. You shall not alter, modify, disassemble, decompile or otherwise reverse engineer the Software and you also shall not permit or assist any third party to do so. You shall not modify, remove or delete a copyright notice of MGS contained in the Software or its documentation.

Except as expressly provided herein, no license or right, express or implied, is hereby conveyed or granted by MGS to you for any intellectual property of MGS.

Any rights not expressly granted to you are retained by MGS.

2. COPYRIGHT AND PROPRIETARY INFORMATION: You agree and acknowledge that the Software and any User's Manuals or Windows™ help files and other supporting documentation constitute valuable property of MGS and that all title and ownership rights in Software and related materials remain exclusively with MGS and that MGS transfers neither ownership interest nor intellectual property in the Software to you under this Agreement or otherwise.  MGS reserves all rights with respect to Software and any User's Manual or Windows™ help files under all applicable laws for the protection of proprietary information, including, but not limited to, trade secrets, copyrights, trademarks and patents.  Except as otherwise provided in this Agreement, you shall not cause or permit unauthorized copying, reproduction of disclosure of any portion of the Software, or any instructions, manuals, or other documentation, or the delivery or distribution of any part thereof to any third person or entity, for any purpose whatsoever, without the prior written permission of MGS. This restriction shall continue to bind you and your agents and representatives beyond the termination of this Agreement.

3. EXPORT RESTRICTIONS: You agree to comply with all applicable export control laws and regulations of the United States of America, and not to export or re-export, directly or indirectly, the Software in violation of any such laws and regulations.

4. SUPPORT AND UPDATE: MGS, MGS's subsidiaries and affiliates, their distributors and dealers are not responsible for maintaining or helping you in your use of the Software. No updates, bug-fixes or support will be made available to you for the Software.

5. DISCLAIMER: The software is provided "as is", "with all faults", without warranty of any kind, either express or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose.

MGS accepts no responsibility for the operation or performance of the software. The entire risk of use and consequences of use of the software falls completely on you and MGS shall not be liable in any respect for any claims, loss or injury alleged to have resulted from use of or in reliance on software.  In this respect, you shall completely indemnify and defend for any such claim, loss or injury as provided below.

You acknowledge that you have read the foregoing disclaimers of warranty and limitation of liability and understand that you assume the entire risk of use of the software.  Should the software prove defective, you (and not MGS, MGS's subsidiaries and affiliates, their distributors and dealers) assume the entire cost of all necessary servicing, repair or correction.

The above exclusion may not apply to you in such states which do not allow the exclusion of implied warranties.

MGS, MGS's subsidiaries and affiliates, their distributors and dealers do not warrant that the functions contained in the software will meet your requirements or that the operation of the software will be uninterrupted or error free.

In no event shall MGS, MGS's subsidiaries and affiliates, their distributors and dealers be liable for any damages whatsoever (including without limitation, loss of business profits, loss of business information, loss of business interruption or other incidental or consequential damages) arising out of the software, use thereof or inability of use thereof even if MGS, MGS's subsidiaries or affiliates, their distributors or dealers have been advised of the possibility of such damages. The above limitation or exclusion may not apply to you in such states which do not allow the limitation or exclusion of liability for incidental or consequential damages.

MGS, MGS's subsidiaries and affiliates, their distributors and dealers shall have no obligation to indemnify you against any claim or suit brought by a third party alleging that the software or use thereof infringes any intellectual property of such third party.  You shall indemnify and defend against any and all claims, including claims by your employees, or by third parties which arise directly or indirectly out of your use or operation of software. 

6. TERM: This Agreement is effective upon your clicking "I AGREE" at the bottom of this page and terminates upon expiration of the 30 day period of evaluation or any extensions thereof as evidenced by MGS providing you with an evaluation key enabling additional time. You may terminate this Agreement by deleting the Software. This Agreement will also terminate if you fail to comply with any of the terms of this Agreement. In addition to MGS enforcing any of its legal rights, you shall then promptly delete the Software.

7. SEVERABILITY: In the event that any provision of this Agreement is declared or found to be illegal by any court or tribunal of competent jurisdiction, such provision shall be null and void with respect to the jurisdiction of that court or tribunal and all the remaining provisions of this Agreement shall remain in full force and effect.

8. U.S. GOVERNMENT RESTRICTED RIGHTS:  If this Software is acquired by or on behalf of the United States Government, this provision applies.  The SOFTWARE and Help File are "commercial items" as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the U.S. Government only as a commercial end item.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995) all U.S. Government end users acquire the SOFTWARE and documentation with only those rights set forth herein.  Manufacturer is MGS, Inc., 10901 Trade Road, Suite B, Richmond, VA 23236.

9. GENERAL PROVISIONS:  This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Virginia and venue shall be in Chesterfield County.  Copyright issues shall be governed by the law of the United States.

No waiver of any breach of any provisions of this Agreement shall constitute a waiver of any other breach of the same or any other provision of the  Agreement, and no waiver shall be effective unless made in writing.

10. ACKNOWLEDGMENT: By clicking "I agree and download" at the bottom of this page, you shall be deemed to have acknowledged that you have read this agreement, understood it, and agree to be bound by its terms and conditions. You further agree that this agreement is the complete and exclusive statement of agreement between you and MGS concerning the subject matter hereof which supersedes any proposals or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this agreement. No amendment to this agreement shall be effective unless made in writing and signed by a duly authorized representative of MGS.

Products: DELIVER - Download Evaluation Software