Product Evaluation License Agreement
SIGNIANT INC. PRODUCT EVALUATION LICENSE AGREEMENT
BEFORE YOU CLICK ON THE “I AGREE” BUTTON OR USE THE SIGNIANT MEDIA SHUTTLE OR FLIGHT PRODUCT (THE “PRODUCT” OR “PRODUCTS”) MADE AVAILABLE TO YOU BY SIGNIANT INC. (“SIGNIANT”), CAREFULLY READ ALL THE FOLLOWING TERMS AND CONDITIONS OF THIS PRODUCT EVALUATION LICENSE AGREEMENT (THE “AGREEMENT”). IF YOU ARE USING THE PRODUCT(S) FOR THE FIRST TIME, AND YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE PRODUCT(S). IF YOU ARE USING THE PRODUCT(S) AS PART OF AN ORGANIZATION AND ARE THE FIRST MEMBER OF YOUR ORGANIZATION TO ACCEPT THE TERMS OF THIS AGREEMENT, YOU WARRANT AND REPRESENT TO SIGNIANT THAT YOU ARE DULY AUTHORIZED TO AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION AND TO BIND YOUR ORGANIZATION TO ITS TERMS.YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.
BY CLICKING ON THE “I AGREE” BUTTON OR USING THE PRODUCT(S), YOU ARE ACKNOWLEDGING THAT YOU ARE BOUND BY THE TERMS OF THIS AGREEMENT AND ARE ALSO AGREEING THAT THE LICENSE, AND USE OF THE PRODUCT(S) AND RELATED SERVICES SHALL BE SUBJECT TO THE TERMS OF THIS AGREEMENT. AS USED IN THIS AGREEMENT THE TERM “LICENSEE” REFERS TO (I) YOU OR (II) IF YOU ARE USING THE PRODUCT AS PART OF YOUR ORGANIZATION, YOUR ORGANIZATION AND YOU PERSONALLY AS A MEMBER OF SUCH ORGANIZATION.
THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE DATE IT IS FIRST ACCEPTED OR THE PRODUCT(S) OR RELATED SERVICES ARE USED BY THE LICENSEE. USE OF ANY PRODUCT(S) OR SERVICES BY THE LICENSEE WHILE THIS AGREEMENT IS IN EFFECT SHALL CONSTITUTE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT BY LICENSEE TO THE PURCHASE, LICENSE, AND USE OF ALL OR ANY PART OF SUCH PRODUCT(S) AND RELATED SERVICES.
1. LICENSE GRANT
1.1 License Grant. Signiant hereby grants Licensee and its Affiliates, upon the terms and subject to the conditions of this Agreement, a limited, non-transferable, non-exclusive license to use the software (together with the documentation therefore, the “Software”) solely to evaluate the Software. Any third party software shipped with the Software is subject to the terms that accompany such software. Licensee may not make any attempt to unlock or bypass any initialization system or system designed to control use, or encryption techniques utilized by the Software. “Affiliate” means a legal entity which is controlled (ownership greater than 50%) by the customer.
1.2 Restrictions on Use. Licensee may not use the Software in a production environment. In addition, except as permitted herein, Licensee shall not display, copy, decompile, reverse engineer, assign, transfer, sell, license, sublicense, or grant any rights to or interests in this Agreement or the Software to any other person or entity.
2. TERM AND TERMINATION
2.1 Term. The term of this Agreement shall begin upon the Effective Date and shall remain in effect as long as active evaluation license keys are installed at the Licensee premise. The initial term of the license grant will be 60 days from the Effective Date. Any extensions to the initial term will be subject to the same terms and conditions.
2.2 Termination. Signiant may terminate any license granted under this Agreement by written notice to Licensee if the Licensee fails to comply with any of the terms or conditions of this Agreement. Licensee may terminate this Agreement at any time during the term of the Agreement by returning the Software to Signiant or destroying the Software and associated keys, if any, and certifying such destruction to Signiant in writing.
2.3 Return of Software. Upon termination of this Agreement, Licensee shall return to Signiant or destroy all copies of the Software in Licensee’s possession, together with any notes, abstracts, summaries or other documentation relating thereto and destroy any copies not capable of being returned to Signiant. At Signiant’s request, Licensee shall certify to Signiant that it has retained no copies of the Software.
Licensee agrees that the rights granted by Signiant pursuant to this Agreement with respect to the Software constitute a license only. Licensee has and shall have no title to, or ownership rights in, the Software. The licenses set forth in this Agreement shall terminate upon termination of this Agreement for any reason. Licensee acknowledges that Signiant retains all right and title to the Software.
No proprietary information disclosed by either party to the other in connection with this Agreement shall be disclosed to any person or entity other than the recipient party’s employees directly involved with the recipient party’s proper use of such information who are bound by written agreement to protect the confidentiality of such information, and such information shall otherwise be protected by the recipient party from disclosure to others. Information will not be subject to this provision if it is or becomes a matter of public knowledge without the fault of the recipient party, if it was a matter of written record in the recipient party’s files prior to disclosure to it by the other party, or if it was or is received by the recipient party from a third person under circumstances permitting its unrestricted disclosure by the recipient party. Upon termination of this Agreement, each party shall promptly deliver to the other all proprietary information of the other party in the possession or control of such party and all copies thereof. The obligations under this section shall continue after termination of this Agreement.
5. EXCLUSION OF WARRANTIES; LIMITATION OF LIABILITY
5.1 EXCLUSION OF WARRANTIES. SIGNIANT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE USE OR PERFORMANCE OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, SIGNIANT MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND DOES NOT WARRANT THAT THE SOFTWARE OR THE OPERATION THEREOF WILL BE ACCURATE, ERROR FREE OR UNINTERRUPTED OR THAT IT MEETS OR WILL MEET LICENSEE’S REQUIREMENTS.
5.2 LIMITATION OF LIABILITY. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS DELIVERED ON AN “AS IS” BASIS, AND AGREES THAT IN NO EVENT SHALL SIGNIANT, its affiliates, directors, officers, employees and agents (including successors and assigns) BE LIABLE FOR (I) SPECIAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, (II) ANY OTHER CLAIM, DEMAND OR DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR (III) THE DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE, WHETHER IN AN ACTION IN CONTRACT OR TORT. NO ACTION OR CLAIM RELATING TO THIS LICENSE AGREEMENT OR THE SOFTWARE MAY BE INSTITUTED MORE THAN SIX MONTHS AFTER THE EVENT GIVING RISE TO SUCH CLAIM.
6. SPECIAL TERMS APPLICABLE TO MEDIA SHUTTLE AND FLIGHT PRODUCTS
6.1. Signiant collects statistical usage information from Licensee’s and the Users use of the Product. Licensee acknowledges and agrees that Signiant shall have the unrestricted right to use such statistical data in an aggregate and anonymous manner, compile statistical and performance information related to the provision and operation of the Product and services, and make any such information publicly available, provided that such information does not identify Licensee or its Users, incorporate customer data, file-names or content transmitted by User(s). Signiant retains all intellectual property rights to such statistical information.
6.2 Licensee acknowledges consents and agrees that Signiant may access, and preserve the information provided by Licensee and each User during the registration process and any other information Licensee or a User provides to Signiant for the sole purpose of providing the Product and services to Licensee. Signiant may disclose such User information only if required to do so by law.
6.3 Licensee acknowledges and agrees that certain information it and its Users shares with Signiant (such as information Licensee provides during the registration process), including Licensee’s or a User’s name, company, location, and domain part of their email addresses, may be shared and viewed by other users of the Product. SIGNIANT IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION LICENSEE OR A USER PROVIDES TO SIGNIANT AS PART OF THE REGISTRATION PROCESS OR WHICH LICENSEE PROVIDES TO OTHER USERS.
6.5 Licensee is solely responsible for its and each Users interactions with each other in connection with their use of the Signiant Product. Signiant may, in certain circumstances, prohibit Licensee or a User from contacting other Signiant users through use of the Product or otherwise limit Licensee’s or a User’s use of the Product or services provided by Signiant.
6.6 Licensee will indemnify and hold Signiant and its affiliates, directors, officers, employees and agents (including successors and assigns) harmless against any claim, suit, proceeding or other action arising out of or relating to (A) Licensee’s or a User’s failure to comply with its obligations under this Agreement or (B) a claim that the any materials or data that Licensee or a User transfers using the Product (“Licensee Content”) infringes any patent, copyright, or trade secret of any third party.
6.7 License is solely responsible for maintaining and protecting all Licensee Content. Signiant will not be liable for any loss or corruption of LICENSEE Content, or for any costs or expenses associated with backing up or restoring any LICENSEE Content.
6.8 Licensee is solely responsible for its and a User’s conduct, the Licensee Content, and Licensee’s and a User’s communications with others while using the Product. Lincesee shall indemnify, defend and hold Signiant harmless from any Claim pertaining to or arising from the Licensee Content.
6.9 For Flight Users only. Licensee acknowledges that the Product may transmit Licensee Content to its cloud storage provider. SIGNIANT WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR THE ACTIONS OR INACTIONS OF SUCH CLOUD STORAGE PROVDER, INCLUDING LOSS OR CORRUPTIONS OF LICENSEE CONTENT, OR FOR ANY COSTS OR EXPENSES ASSOCIATED WITH BACKING UP OR RESTORING ANY LICENSEE CONTENT.
6.10 For Flight Users only. Licensee shall provide Signiant with Licensee’s cloud storage provider credentials and that Signiant shall use such credentials solely to provide the Flight Product and services to Licensee. Signiant represents that such credentials (i) shall not be retained by Signiant after the term of this Agreement and (ii) shall be kept confidential by Signiant.
7. GENERAL PROVISIONS
Licensee and Signiant are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between Licensee and Signiant. Licensee has no authority to enter into agreements of any kind on behalf of Signiant. This Agreement may not be assigned by Licensee or by operation of law to any other person or entity without the express written approval of Signiant. This Agreement, its interpretation, performance or any breach thereof, shall be construed in accordance with, and all questions with respect thereto shall be determined by the laws of the Commonwealth of Massachusetts, United State of America, without regard to its conflict of laws principles. The United Nations Convention on Contracts for International Sale of Goods is specifically excluded. The parties consent to the exclusive jurisdiction of the state and federal courts having jurisdiction over Massachusetts. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. In the event any provision of this Agreement shall for any reason is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement contains the entire understanding of the parties hereto with respect to the transactions and matters contemplated hereby, supersedes all previous agreements between Signiant and Licensee concerning the subject matter, and cannot be amended except by a writing signed by both parties. Neither party has any obligation under or by virtue of this Agreement or any other oral or written communication other than a definitive agreement executed by the parties to furnish to or purchase from the other party any products or services, or to enter into any other agreement. No party hereto has relied on any statement, representation or promise of any other party or with any other officer, agent, employee or attorney for the other party in executing this Agreement except as expressly stated herein.