This Evaluation Agreement (this “Agreement”) is made between you and any legal entity on whose behalf you are acting (“You”) and Unfolded, Inc., a Delaware corporation (“Company”). This Agreement is effective as of the date You first click “I agree” (or similar button or checkbox) or use or access the Software (as defined below) whichever is earlier (the “Effective Date”).
- 1. Evaluation. Company grants You a limited, non-exclusive, personal, revocable, fully paid up license during the Term (as defined below) to use proprietary software developed by Company (the “Software”) solely for your own internal business purposes. If You wish to continue using the Software after the termination of this Agreement or for any other purpose, the parties shall memorialize the understanding between You and Company in a written license agreement to be negotiated by the parties.
- 2. Ownership. The Software and all related intellectual property rights (whether or not registered) shall remain the exclusive property of Company. Under no circumstances shall You (i) share login information for the Software with any third party or otherwise provide any third party with access to the Software, (ii) decompile, decipher, disassemble, translate, modify, prepare derivative works of, reverse engineer or otherwise attempt to access the source code of the Software, (iii) infringe the intellectual property rights of any third party while using the Software, (iv) make any use of the Software that violates any applicable local, state, national, international or foreign law, or (v) sell, license, distribute, or otherwise transfer to a third party or encumber the Software without Company’s prior written consent. In exchange for access to the Software, You hereby do and shall assign to Company any feedback, ideas, comments, suggestions and improvements to the Software suggested or developed by You (the “Feedback”), and all intellectual property rights of any sort with respect thereto. You agree to take any action reasonably requested by Company to evidence, perfect, obtain, maintain, enforce or defend the foregoing. For the avoidance of doubt, Company shall have the right to use for any purpose any of Your Feedback.
- 3. Termination. This Agreement shall commence on the Effective Date. Company may, at its option and with or without cause, terminate this Agreement immediately for convenience; and You may at any time terminate this Agreement immediately upon notice. Sections 4-6 shall survive termination or expiration of this Agreement.
- 4. No Warranty. THE SOFTWARE IS PROVIDED “AS IS”, AND COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY MAKES NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY OUTPUTS GENERATED THROUGH USE OF THE SOFTWARE.
- 5. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM THIS AGREEMENT, EVEN IF COMPANY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHER LEGAL THEORY, EXCEED ONE HUNDRED DOLLARS ($100).
- 6. Miscellaneous. Nothing in this Agreement is intended to or shall create any agency, partnership or joint venture relationship between the parties hereto. This Agreement shall be governed by the laws of the State of California. You may not assign this Agreement or any of its rights or obligations hereunder without the Company’s prior written consent, except in connection with any merger, consolidation, reorganization, sale or similar transaction in which the surviving entity is not a competitor of the Company. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. This Agreement constitutes the entire Agreement between Company and You with respect to the subject matter hereof and not be modified without the prior written consent of both parties.