License Grant. Subject to the terms and conditions herein, TermSheet, LLC (“Licensor”) hereby grants you (“Licensee”) a non-exclusive, non-sublicensable, and non-transferable license during the prescribed evaluation period (“Evaluation Period”) to: (a) use the software accompanying this agreement (the “Software”) solely for Licensee’s internal evaluation purposes; and (b) use the Licensor’s documentation and information relating to the Software provided by Licensor to Licensee (the “Documentation”) solely for Licensee’s internal evaluation purposes in connection with Licensee’s use of the Software. Licensee will not use the Software for any purpose other than evaluating and testing such Software internally in connection with assessing the Software. Nothing herein provides a commercial license and Licensee’s use of the Software after the Evaluation Period is subject to the parties’ entering into and executing a separate commercial license agreement.
Use Restrictions. Licensee shall not use the Software or Documentation for any purposes beyond the scope of the license granted herein. Without limiting the foregoing and except as otherwise expressly set forth herein, Licensee shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (d) remove any proprietary notices from the Software or the Documentation; or (e) 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.
Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee herein. Except for the limited rights and licenses expressly granted hereunder, nothing herein grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Software.
Support. Licensor has no obligation to provide support, maintenance, upgrades, modifications, or new releases of the Software or Documentation to Licensee.
Evaluation Fee. The parties agree that no license fees or other fees will be payable hereunder in exchange for the licenses granted hereunder.
Intellectual Property Ownership; Feedback. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation. If Licensee or any of its employees or contractors submit, orally or in writing, suggestions or recommended changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Licensor is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Licensee hereby assigns to Licensor on Licensee’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.
Confidential Information. Licensee will not disclose the Software, Documentation, or any Feedback to any third party without the prior written approval of Licensor. Licensee will maintain the confidentiality of the Software, Documentation, and Feedback with at least the same degree of care that Licensee uses to protect its own confidential and proprietary information, but not less than a reasonable degree of care. Licensee will not be liable for the disclosure of any confidential information which at the time of disclosure is: (a) in the public domain; (b) known to Licensee at the time of disclosure; (c) rightfully obtained by Licensee on a non-confidential basis from a third party; or (d) independently developed by Licensee. The Licensee’s obligations of non-disclosure with regard to Licensor’s confidential information will expire five (5) years from the date first disclosed to Licensee; provided, however, with respect to any confidential information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive for as long as such confidential information remains subject to trade secret protection under applicable law.
Disclaimer of Warranties. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
Limitations of Liability. IN NO EVENT WILL LICENSOR BE LIABLE HEREUNDER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
Term and Termination. The license granted to Licensee hereunder will continue in effect until the expiration of the Evaluation Period. Either party may terminate this agreement at any time, without cause, upon 10 days prior written notice. Licensor may terminate this agreement on written notice to Licensee if Licensee materially breaches or fails to comply with any terms or conditions herein and does not cure such breach or failure within 10 days after receiving written notice thereof. Upon expiration or earlier termination of this agreement, the license granted hereunder will also terminate and Licensee shall cease using and delete, destroy, or return all copies of the Software and Documentation and certify in writing to the Licensor that the Software and Documentation has been deleted or destroyed.