THIS EVALUATION AGREEMENT is by and between Unravel Data Systems, Inc., a Delaware corporation with an address at 3000 El Camino Real, Building 2, Suite 120, Palo Alto, CA 94306, on behalf of itself and its affiliates (collectively, “Unravel”), and the Customer. This Agreement is effective immediately upon the earlier of your acceptance hereof or the date that you first access or use the Software (the “Effective Date”).
The following terms shall have the following meanings when used in this Agreement:
Subject to the terms and conditions of this Agreement, Unravel hereby grants to Customer a non-exclusive, non-transferable, limited, royalty-free license to permit its Authorized Users to install, execute and use the Software during the Trial Period solely for Customer’s internal evaluation purposes. The Software may contain open source components (“OSS Components”) that are governed separately by certain open source licenses, in each case as further described here: https://docs.unraveldata.com/en/oss_components.html. Customer is responsible for complying with the terms of all applicable open source licenses in its use of the Software and the OSS Components.
3.1 Customer Data. All Customer Data will be hosted and stored by Unravel during the Trial Period, and Customer hereby grants Unravel a non-exclusive, non-transferable (except in accordance with a permitted assignment under Section 9), sublicensable (solely as necessary for Unravel and its subcontractors to carry out Unravel’s obligations under this Agreement) right to access, use, copy, modify, create derivative works of and display the Customer Data solely as necessary to provide the Software and Services in accordance with the terms of this Agreement. Customer represents and warrants that it has the legal right and authority to grant the foregoing license to Unravel and to access, use and disclose Customer Data as provided for in this Agreement. Unravel shall maintain and enforce reasonable and appropriate physical, technical, policy and administrative safeguards, precautions and measures where Customer Data is, or can be, accessed, stored or transmitted by Unravel, to protect the Customer Data from loss, misuse, alteration, corruption, unauthorized access, or unauthorized acquisition. Unravel will not disclose Customer Data to any third party except to those of its employees and subcontractors who have a business need to know such Customer Data; provided that each such employee and subcontractor is bound to restrictions consistent with the terms set forth in this Agreement. Subject to the express rights granted to Unravel under this Agreement, Customer retains all rights, title and interest, including all intellectual property rights, in and to Customer Data.
3.2 Performance Data. Customer acknowledges that the Software transmits certain electronic information to Unravel regarding the usage and performance of the Software (the “Performance Information”). Customer hereby gives Unravel permission to use any Performance Information received by Unravel to assist Unravel in providing support to Customer and for internal purposes to improve Unravel’s products and services.
Customer is responsible for installing the Software, and Unravel is under no obligation to provide any Services under this Agreement unless the parties otherwise mutually agree. If Unravel and Customer mutually agree upon Services to be performed by Unravel during the Trial Period, Unravel retains all right, title and interest in and to anything it uses, develops or delivers in connection with performing such Services, including, among other things, software, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how (collectively, “Unravel Retained Property”). Unravel grants to Customer a non-exclusive, non-transferable, royalty-free, limited-term license for Customer and its Authorized Users to use the Unravel Retained Property during the Trial Period solely in conjunction with Customer’s use of the Software.
Except for the limited rights expressly granted pursuant to this Agreement, Unravel and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Software, the Services and all Unravel Retained Property (collectively, “Unravel IP”). Customer and its Authorized Users shall not, and shall not allow or authorize any third party to: (a) modify, adapt, alter, translate, or create derivative works of the Unravel IP; (b) sublicense, lease, rent, loan, or otherwise transfer the Unravel IP to any third party, (c) use the Unravel IP in any service bureau or time-sharing arrangement, (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Unravel IP, in whole or in part; (e) hack or modify any license key, or try to avoid or change any license registration process Unravel may implement; or (f) otherwise use or copy the Unravel IP in violation of this Agreement or the Documentation.
Unless otherwise terminated in accordance with this section, this Agreement will commence on the Effective Date will automatically terminate upon expiration of the Trial Period. Either party may immediately terminate this Agreement if the other party materially breaches this Agreement. In addition, Customer may terminate this Agreement without cause with written notice to Unravel. Unless otherwise agreed by the parties, upon the expiration or termination of the Trial Period: (a) all rights granted herein will automatically terminate, (b) Unravel will cease providing the Services, and (c) Customer will discontinue all use of the Software and any Unravel IP, and will return (or at Unravel’s written direction, destroy) all of the foregoing within five (5) business days. Sections 1, 3, 4, 5, 6, 7, 8 and 9 will survive any termination or expiration of this Agreement.
For purposes of this Agreement, “Confidential Information” means any business or technical information that either party discloses to the other, in writing, orally, or by any other means, that is designated, or that is reasonably expected under the circumstances to be, confidential or proprietary, including but not limited to computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions, schematics and other technical, business, financial, and product development plans, names and expertise of employees and consultants, and customer lists, and in all instances, the source code of the Software will be deemed to be Unravel’s Confidential Information and all Customer Data will be deemed to be Customer’s Confidential Information, regardless of whether it is marked as such. Except as otherwise permitted under this Agreement, neither party will use the other party’s Confidential Information, except as necessary to carry out its obligations under this Agreement. Each party agrees to maintain in confidence and protect the other party’s Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each party agrees to take reasonable precautions to prevent any unauthorized disclosure of the other’s Confidential Information, including, without limitation, disclosing Confidential Information only to its employees, independent contractors, subcontractors, consultants, and legal and financial advisors with a need to know such information and who are parties to appropriate agreements, or otherwise bound by confidentiality obligations, sufficient to comply with this Section 7 (collectively, “Representatives”). Each party will be responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice and assistance to the other party to enable it to contest such order or requirement or seek confidential treatment for such disclosure. The restrictions set forth in this Section 7 will not apply with respect to any Confidential Information that: (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party who has a right to disclose it; (iii) is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; or (iv) the receiving party independently develops without access to or use of the other party’s Confidential Information. Upon the termination or expiration of this Agreement, the receiving party shall, at the disclosing party’s option and request, promptly destroy all Confidential Information, including all copies thereof in whatever medium, in its possession or control, provided that the receiving party may retain (a) any copies of such materials required to be retained to comply with applicable laws or regulatory requirements and (b) any copies of such materials contained in computer files maintained pursuant to the receiving party’s customary archiving or back-up procedures. The receiving party acknowledges that use or disclosure of any Confidential Information by it in breach of this Section 7 will give rise to irreparable injury to the disclosing party, not adequately compensated by damages, and as such, the disclosing party will be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other legal remedies which may be available. During the course of this Agreement, Customer may in its sole discretion provide Feedback to Unravel, and in the event Customer does so, Customer hereby assigns to Unravel all right, title, and interest in and to the Feedback, if any. All Feedback is provided “as-is” without any warranties of any kind, express or implied.
THE SOFTWARE AND SERVICES (IF ANY) ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY EXCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EXCLUDING EACH PARTY’S OBLIGATION OF CONFIDENTIATLITY UNDER SECTION 7, AND CUSTOMER’S BREACH OF SECTIONS 2 OR 5 OR OTHER VIOLATION OF UNRAVEL’S INTELLECTUAL PROPERTY RIGHTS, (A) EACH PARTY, ITS AFFILIATES AND LICENSORS SHALL NOT BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES INCURRED BY SUCH PARTY, AND (B) THE TOTAL LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $1,000 IN THE AGGREGATE.
Customer agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining United States government export licenses to export or re-export as may be required. This Agreement will be governed by the laws of the State of California without reference to conflict of law principles. Each party agrees to submit to the exclusive jurisdiction of the courts located within the county of San Francisco, California to resolve any legal matter arising from this Agreement. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). This Agreement is the entire agreement between the parties relating to the subject matter hereof. Waivers and amendments of any provision of this Agreement shall be effective only if signed by both parties. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect. Notices must be sent by first-class mail, overnight courier, or prepaid post, to the address set forth in this Agreement, and will be deemed delivered three (3) business days after mailing, or upon confirmed delivery. This Agreement may be delivered by electronic transmission, and electronic signatures shall be binding as originals.
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