EDGEIQ TRIAL ACCOUNT END USER LICENSE AGREEMENT
- LICENSE AND SUPPORT. Subject to the terms, conditions and restrictions set forth in this Agreement, Licensor hereby grants, and You hereby accept, a non-exclusive, non-transferable, right and license, to access and use (i) the EdgeIQ Symphony software (the “Software”) and (ii) the user documentation provided with the Software (“Documentation”), for a period of determined by the length of the Free Trial access. You may use the Software and Documentation only for your internal evaluation purposes and may not allow use or access of the Software by third parties. Licensor will provide reasonably requested support during the trial term.
- RESTRICTIONS; PROPRIETARY RIGHTS; FEEDBACK. You shall not: (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, user interface techniques or algorithms of the Software or disclose any of the foregoing; (ii) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use (except as expressly provided herein) the Software or Documentation; (iii) copy, modify, adapt, translate, incorporate into or with other software, or create a derivative work of any part of the Software or Documentation; or (iv) attempt to circumvent any user limits, timing or use restrictions that are built into the Software. The Software is the proprietary intellectual property of Licensor that contains trade secrets and is protected by copyright law. Subject to any license granted hereunder, Licensor retains sole and exclusive ownership of all right, title, and interest in and to the Software and any and all enhancements, modifications, corrections and derivative works that are made to the Software, all of which will be considered part of the Software for the purposes of this Agreement and will be owned by Licensor. You may, in your sole discretion, provide Licensor with suggestions, enhancement requests, recommendations, or other feedback related to the Software and Documentation provided hereunder ("Feedback"). You hereby assign to Licensor all right, title, and interest in and to any Feedback, including all intellectual property rights therein or relating thereto.
- CONFIDENTIALITY. Each party shall maintain as confidential and shall not disclose (except to its employees, accountants, attorneys, advisors, affiliates, outsourcers and third party service providers of recipient with a need to know in connection with recipient’s performance under this Agreement, and who have been advised of the obligation of confidentiality hereunder), copy or use for purposes other than the performance of this Agreement, any information which relates to the other party’s business affairs, trade secrets, technology, research, development, pricing or terms of this Agreement (“Confidential Information”) and each party agrees to protect all received Confidential Information with the same degree of care that it would use with its own Confidential Information and to prevent unauthorized, negligent or inadvertent use, disclosure or publication thereof. Breach of this Section may cause irreparable harm and damage. Thus, in addition to all other remedies available at law or in equity, the disclosing party shall have the right to seek equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use. The recipient shall be liable to the disclosing party for any use or disclosure in violation of this Section by recipient or its affiliates, employees, third party service providers or any other related party. Confidential Information shall not include information that (a) is already known prior to the disclosure by the owning party; (b) is or becomes publicly known through no breach of this Agreement; (c) is independently developed without the use of the other party’s Confidential Information and evidence exists to substantiate such independent development; (d) information that is obtained from a third party, and that third party is not, in good faith belief to the recipient, under any legal obligation of confidentiality; or (e) the recipient receives written permission from the disclosing party for the right to disclose any Confidential Information.
- WARRANTY DISCLAIMER; NO SUPPORT. LICENSOR DOES NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND, INCLUDING ANY WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE SOFTWARE WILL BE SECURE OR NOT OTHERWISE LOST OF DAMAGED, IN CONNECTION WITH THE SOFTWARE HEREUNDER, AND THE SOFTWARE IS PROVIDED "AS-IS" AND "AS-AVAILABLE". LICENSOR MAKES NO AND DISCLAIMS ALLWARRANTIES IN RELATION TO THE SOFTWARE, DOCUMENTATION, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY. THE CUMULATIVE LIABILITY OF LICENSOR TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO LICENSOR WITHIN THE YEAR PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IS NEGLIGENT.
- GENERAL
- Entire Agreement. This Agreement is the complete and exclusive statement of the parties’ agreement and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereof. Any purchase orders issued by You shall be deemed to be for your convenience only and, notwithstanding acceptance of such orders by Licensor, shall in no way change, override, or supplement this Agreement.
- Waiver. Any waiver or modification of the provisions of this Agreement will be effective only if in writing and signed by the party against whom it is to be enforced. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. A waiver of any provision, breach or default by either party or a party’s delay exercising its rights shall not constitute a waiver of any other provision, breach or default.
- Notices. All notices or other communications required to be given hereunder shall be in writing and delivered either by U.S. mail, certified, return receipt requested, postage prepaid; by overnight courier; or as otherwise requested by the receiving party, to EdgeIQ, Inc., 200 Portland Street, Suite 500, Boston, MA 02114, Attn: Legal Counsel, legal@edgeiq.ai. Notices shall be effective upon their receipt by the party to whom they are addressed.
- Assignment. This Agreement may not be assigned by You without Licensor’s prior written consent.
- Compliance with Laws. Each party will be responsible for compliance with all legal requirements related to its performance under this Agreement, including all applicable U.S. export laws and those laws related to the protection, privacy and disclosure of data and information.
- Force Majeure. Neither party will be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, terrorism, war, riot, embargoes, fire, floods, earthquakes, or strikes (each a “Force Majeure Event”) provided that such party gives prompt written notice to the other party of the Force Majeure Event. The time for performance will be extended for a period equal to the duration of the Force Majeure Event.
This is the entire agreement.