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RANCHER GOVERNMENT SOLUTIONS 

SOFTWARE EVALUATION LICENSE AGREEMENT

Important: This Software Evaluation License Agreement (“Agreement”) governs your (“Customer”) use of the RGS SUSE software (“Software”) and, as applicable, associated electronic manuals and other information (“Content”). Please read these terms and conditions carefully.

The terms and conditions stated in this Agreement form a binding legal agreement between Customer and Rancher Federal, Inc. DBA Rancher Government Solutions (“RGS”). By issuing a purchase order or by installing or using the Software or Content, Customer is agreeing to this Agreement and entering into a legally binding contract with RGS; Customer represents and warrants that Customer is a legal business entity and has the right to enter into this Agreement; and Customer agrees to be bound by the terms of this Agreement. Customer shall not install or use the Software or Content if Customer is not willing to be bound by the terms of this Agreement.

This Agreement supersedes and replaces any prior proposal, representation, or understanding between Customer and RGS.

  1. License. Subject to Customer’s compliance with the terms and conditions of this Agreement, RGS grants to Customer a limited (as set forth on the applicable Order, but not to exceed ninety (90) days), non-exclusive, non-transferable, worldwide license to reproduce and use unlimited copies of the Software within Customer’s Organization solely for the purpose of evaluating the Software and entering into a longer term license with RGS to use the Software. This license is for development only and not to be used in production environments. For purpose of this Section, “Organization” means a legal entity and its Affiliates.
  2. Feedback. For purposes of this paragraph, the term “Feedback” means input regarding the Software or Content, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Software or Content, or input as to whether Customer believes RGS’ development direction is consistent with their own business and IT needs. Throughout the Term, Customer shall provide Feedback to RGS regarding Customer’s evaluation and any concerns or issues that have arisen with respect thereto. RGS may use such Feedback for any purpose, including incorporating the Feedback into, or using the Feedback to develop and improve the Software without attribution or compensation.
  3. Limitations. RGS reserves all rights not expressly granted to Customer. The Software is licensed for Customer’s internal use only. Customer may not: (1) remove any patent, trademark, copyright, trade secret or other proprietary notices or labels on the Software or its documentation; (2) modify, alter, copy, create derivative works, reverse engineer, decompile, or disassemble the Software except and only to the extent expressly permitted by applicable law; (3) resale, transfer, assign, pledge, rent, timeshare, host or lease the Software, or sublicense any of Customer’s license grants or rights under this Agreement, in whole or in part, without prior written permission of RGS; (4) use the Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (5) disclose the results of any performance, functional or other evaluation or benchmarking of the Software to any third party without the prior written permission of RGS; (6) or use the Software for purposes of developing, using or providing a competing software product or service; or (7) use the Software in any non-testing environment or for any live transactions.
  4. Ownership. No title to or ownership of the Software is transferred to Customer. RGS and/or its third party licensors retain all right, title and interest in and to all intellectual property rights in the Software, including any adaptations or copies thereof. The Software is not sold to Customer; Customer acquires only a conditional license to use the Software.
  5. License Fees. Customer is not obligated to pay for Evaluation SKUs, RGS offers these specific product SKUs to Customers free of charge for a short period.
  6. Term and Termination. This Agreement is effective upon Customer’s acceptance of these terms, execution of a purchase order, or upon any installation or use of the Software, whichever occurs earlier, and the Agreement will continue for the period set forth in the Order (but not to exceed ninety (90) days) (“Term”).
    1. Termination by RGS. RGS may terminate this Agreement immediately by notice in writing to Customer (and for the avoidance of doubt Customer’s license to use the Software and Content will terminate automatically upon provision of such notice by RGS) upon Customer’s breach of any obligation under this Agreement.
    2. Termination for Convenience. Customer may terminate this Agreement at any time and for any reason upon written notice to RGS.
    3. Effect of Termination. Expiry or termination of this Agreement automatically terminates Customer’s rights to access or use the Software or Content. Customer agrees that in the event of expiry or termination this Agreement for any reason, Customer will erase or destroy any and all copies or partial copies of the Software and Content in Customer’s possession, custody or control. Upon expiry or termination of this Agreement, any users’ credentials governed by this Agreement will be immediately revoked
  7. Confidentiality.
    1. Definition. For purposes of this Agreement, “Confidential Information” means written, documentary, oral or visual information of any kind disclosed by either one Party (“Discloser”) to the other Party (“Recipient”), including, but not limited to: (i) the terms and conditions of this Agreement; (ii) any Order; (iii) source code, libraries, build procedures, utilities, lifecycle artifacts, any and all written or digital intellectual property, computer programs, documentation, training materials and techniques; (iv) any license or other access keys created for the purpose of accessing the Software; (v) information of a business, planning, marketing or technical nature, including, financial data, plans, specifications, forecasts, market intelligence, concepts, fixed assets, customer and/or employee information, strategies, agreements or other proprietary or confidential material which the disclosing party may, at its sole discretion, disclose to the receiving party; (vi) models, tools, processes and procedures, and software; and (vii) any documents, reports, memoranda, notes, files or analyses prepared by or on behalf of the receiving party that contain, summarize or are based upon any Confidential Information.
    2. Restrictions. Recipient: (a) may not disclose Confidential Information of a Discloser to any third party unless Discloser approves the disclosure in writing; (b) will use the same degree of care to protect Confidential Information of Discloser as it uses to protect its own proprietary information of a similar nature, but in no event less than reasonable care; and (c) may disclose Confidential Information of the Discloser only to its employees, personnel, Affiliates, agents and contractors with a need to know, and to its auditors and legal counsel, in each case, who are under a written obligation (or other professional obligation) to keep such information proprietary using standards of confidentiality no less restrictive than those required by this Agreement. These obligations will survive this Agreement and continue until the Confidential Information lawfully becomes known to the public.
    3. Return or Destruction. Confidential Information that is disclosed prior to termination of this Agreement will remain subject to this Agreement for the period set forth above. Upon written request of the Discloser, the Recipient will promptly return or destroy all Confidential Information of the Discloser, except for Confidential Information of the Discloser stored in routine back-up media not easily accessible during the ordinary course of business.
    8. Limited Warranty. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE AND CONTENT IS PROVIDED TO CUSTOMER "AS IS", RGS DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS CUSTOMER MAY OBTAIN BY USING THE SOFTWARE AND RGS AND ITS LICENSORS MAKE NO WARRANTIES TO CUSTOMER, EXPRESS OR IMPLIED, INCLUDING AS TO TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW IN NO EVENT SHALL RGS, ITS AFFILIATED COMPANIES, LICENSORS AND SUPPLIERS BE LIABLE TO CUSTOMER IN CONTRACT OR TORT, STRICT LIABILITY, OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT (INCLUDING IN RESPECT OF THE SOFTWARE OR CONTENT), INCLUDING, BUT NOT LIMITED TO, ANY LOSS OR DAMAGE CAUSED BY THE SOFTWARE OR CONTENT, INCLUDING, WITHOUT LIMITATION, PROPERTY DAMAGE, PERFORMANCE OF ANY EQUIPMENT, PERSONAL INJURY AND/OR DEATH; ANY PARTIAL OR TOTAL FAILURE OF THE SOFTWARE; OR, PERFORMANCE, NONPERFORMANCE OR DELAYS IN CONNECTION WITH THE USE OF THE SOFTWARE OR CONTENT. RGS DOES NOT WARRANT THAT THE SOFTWARE AND CONTENT ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
  9. 9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RGS’ CUMULATIVE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID TO RGS UNDER THIS AGREEMENT AND IN NO EVENT SHALL RGS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, ADDITIONAL OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF RGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  10. 10. Support. As noted above, the Software and Content are provided under this Agreement by RGS on an “as-is”, “where-is” basis, and RGS will be under no obligations to provide Customer with support services, including product updates, related to the Software or Content, though RGS may use commercially reasonable efforts to provide support where it deems appropriate in the circumstances. The provision of any such support Services shall be governed by RGS internal.
  11. 11. General Provisions.
    1. Export. RGS may supply Customer with Controlled Materials. Customer agrees to comply with all applicable export and import laws or regulations, including any local laws in Customer’s jurisdiction concerning Customer’s right to import, export or use Controlled Materials and agree that RGS is not responsible for Customer’s compliance. Without limiting the foregoing, Customer agrees that it will not export, disclose, re-export or transfer the Controlled Materials, directly or indirectly, to: (a) any U.S. embargoed destination; (b) any party who Customer knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, unmanned air vehicle systems, or any other restricted end-use; or (c) anyone on (or controlled by a person or entity on) a U.S. government restricted persons list, including those who have been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. Customer will not provide to RGS any data or engage RGS in any activity, in each case, that could constitute the development of a “defense article” or provision of a “defense service” to Customer, as these terms are defined in Section 120 of the International Traffic in Arms Regulations (ITAR). In addition, Customer will not, and will not allow third parties under Customer’s control, (i) to provide RGS with Customer Information that requires an export license under applicable export control laws or (ii) to process or store any Customer Information that is subject to the ITAR. If Customer breaches (or RGS believes Customer has breached) this paragraph or the export provisions of an end user license agreement for any software or RGS is prohibited by law or otherwise restricted from providing Software to Customer, RGS may terminate this Agreement and/or the applicable Order Form. Customer acknowledges that to provide the Software, it may be necessary for Customer Information to be transferred between RGS, its affiliates, vendors and/or subcontractors, which may be located worldwide.
    2. Assignment. RGS may assign this Agreement without Customer’s prior consent to any company or entity affiliated with RGS, or by an assignment associated with a corporate restructuring, merger or acquisition. Customer may not assign, transfer, or otherwise sell this Agreement or any rights or licenses granted under this Agreement.
    3. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the United States and the Commonwealth of Virginia. The respective courts of Virginia have nonexclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
    4. United States Government End Users. The Software and Content are “Commercial items,” “Commercial computer software” and “Computer software documentation” as defined by the Federal Acquisition Regulations (“FAR”) and Defense Federal Acquisition Regulations Supplement (“DFARS”). Pursuant to FAR 12.211, FAR 12.212, DFARS, 227.7202-1 through 227.7202-4, and their successors, the U.S. Government acquires the Software and Content subject to the terms of this Agreement.
    5. Independent Contractors, No Agency Relationship. Customer acknowledges and agrees that RGS is an independent third party relative to Customer, and that RGS does not represent Customer, nor is RGS authorized to act on behalf of Customer or bind Customer to any obligation.

Last Updated: 03/03/2025

A clear and bold headingRANCHER GOVERNMENT SOLUTIONS