This Evaluation Agreement (“Agreement”) is by and between Vectorized, Inc (“Vectorized”) and you (“Customer” or “you”) and is effective on the date that you first accept the terms of this Agreement (the “Effective Date”).
- VECTORIZED SOFTWARE. “Vectorized Software” means Vectorized’s unified, high-throughput, low-latency software platform for queuing real-time data feeds and (ii) any related documentation.
- SOFTWARE EVALUATION TERMS AND RESTRICTIONS.
(a) Subject to the terms of the Agreement, Vectorized grants to Customer a limited, terminable, non-exclusive, non-transferable and royalty-free right to access and use the Vectorized Software solely to evaluate the Vectorized Software in the United States. Customer may use the Vectorized Software for 30 days, beginning on the Effective Date as may be extended in writing in the sole discretion of Vectorized (the “Evaluation Period”). Customer is not authorized (i) to duplicate any part of the Vectorized Software, (ii) to use the Vectorized Software for any purpose other than to evaluate the Vectorized Software or (iii) to reverse engineer, disassemble or de-compile the Vectorized Software.
(b) Customer shall not be required to pay any fees to Vectorized for its use of the Vectorized Software during the Evaluation Period pursuant to this Agreement.
(c) Except for the limited rights expressly set forth in Section 2(a), Vectorized and its third-party licensors retain all right, title and interest in and to the Vectorized Software and all related intellectual property, including all Vectorized copyrights and trademarks.
(d) Either party may terminate this Agreement and the evaluation for convenience by sending ten (10) days’ prior written notice to the other party.
- CONFIDENTIALITY. For a period of three (3) years from the date of disclosure, each party agrees that any confidential and proprietary information, including, but not limited to, any customer data, trade secrets, research, technology, forecasts, finances and business information, business model or business strategy disclosed by the other party during the term of this Agreement and identified in writing or orally as confidential or which the receiving party knew or reasonably should have known should be treated as confidential (“Confidential Information”) shall not, without the disclosing party’s prior written authorization, be used except in connection with the evaluation of the Vectorized Software. All intellectual property rights possessed by Vectorized in any Confidential Information remain the property of Vectorized and, except for the rights granted in accordance with Section 2(a), nothing in this Agreement shall be deemed to transfer such ownership to Customer or any third party. Each party shall (a) protect the confidentiality of the other party’s Confidential Information using at least the same measures it takes to protect its own confidential information of like kind, but in no event less than reasonable care and (b) restrict access to the other party’s Confidential Information to its personnel who have a need to know basis and who are subject to terms of confidentiality at least as restrictive as set forth in this Section 3; provided that a party shall be liable for any breach of this Section 3 by its personnel.
- NO OBLIGATION TO PURCHASE. Customer is under no obligation to enter into a subscription or other agreement to continue to access and use the Vectorized Software (a “License Agreement”). If a License Agreement for the Vectorized Software is not entered into prior to the end of the Evaluation Period or earlier termination in accordance with Section 2(d), however, (a) Customer shall (i) immediately stop using the using the Vectorized Software, (ii) uninstall all Vectorized Software elements from its systems and destroy or render them unusable and (ii) promptly return or destroy all Vectorized’s Confidential Information, and (b) Vectorized shall promptly return or destroy all Customer’s Confidential Information, in each case as evidenced by a written certificate of an officer confirming compliance with these requirements.
- FEEDBACK. Customer hereby grants to Vectorized a non-exclusive, worldwide, fully paid-up, royalty-fee, non-terminable, perpetual, irrevocable right and license to use, disclose, modify, reproduce, license, distribute, commercialize and otherwise freely exploit any feedback, comments, or suggestions with respect to the Vectorized Software or any other Vectorized products or services that Customer provides and all related intellectual property, without restriction of any kind and without any right of accounting.
- LIMITATION OF LIABILITY, WARRANTY DISCLAIMER. Except for gross negligence, fraud, or willful misconduct or a breach of Section 2(c) or 3, (a) in no event shall Vectorized or its licensors, suppliers or affiliates (collectively, the “Vectorized Parties”) or Customer have any liability for harm for any consequential, exemplary, special, indirect, incidental or punitive damages, including any lost profit or lost savings (whether resulting from impaired or lost data, software or computer failure, support failure or any other cause) corruption or loss of data, even if it has been advised of the possibility of such damages; and (b) the cumulative aggregate liability of the Vectorized Parties to Customer shall be limited to the greater of (i) $10 and (ii) the amount paid by Customer in connection with the evaluation of the Vectorized Software under this Agreement giving rise to the claim during the twelve (12) months preceding the day of the event giving rise to the claim.
CUSTOMER ASSUMES ALL RISK IN CONNECTION WITH THE ACCESS AND USE OF THE VECTORIZED SOFTWARE AND ACCEPTS THE VECTORIZED SOFTWARE ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- GOVERNING LAW. This Agreement will be governed by the laws of California, without regard to any conflict of law principles. Each party agrees that the exclusive venue for an action or dispute arising under or in connection with this Agreement shall be in the state of Federal courts in San Francisco, California. To the maximum extent permitted by applicable law, each party waives the right to a jury trial. The parties expressly and irrevocably disclaim and waive the application of the United Nations Convention on Contracts for the International Sale of Good and the Uniform Computer Information Transactions Act. The prevailing party in any lawsuit or other action in connection with this Agreement, the Vectorized Software or the evaluation shall be entitled, in addition to any other relief that may be granted, to be awarded costs, including its reasonable attorneys’ fees and other costs related to such lawsuit or action, including court costs.
This Agreement is the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces in its entirety any prior or contemporaneous agreement or understanding, written or oral.
© 2020 Vectorized, Inc.