PLEASE READ THIS EVALUATION LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE USING THE SOFTWARE AND SERVICES OFFERED BY AEROSPIKE, INC. (“AEROSPIKE”). BY ACCEPTING THE AEROSPIKE SOFTWARE ON THIS TRIAL OR EVALUATION BASIS (AN “EVALUATION”), YOU OR THE ENTITY THAT YOU REPRESENT (“LICENSEE”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY THE FOLLOWING TERMS:
Subject to the terms and conditions hereof, User wishes to evaluate the Products (as defined below) for the limited purposes of non-commercial use internal testing and evaluation during the Trial Period (the “Trial”) and Company is willing to provide the Products to User for the Trial. The “Trial Period” shall last thirty (30) days from the provisioning of the software in Aerospike Cloud Managed Service and the notification to the User of its availability.
2.1 “Products” means, collectively, the Aerospike Database Enterprise Edition and environment, together with related documentation, including updates and modifications provided by Company to User from time to time.
2.2 Company hereby grants to User a non-exclusive, non-transferable, nonsublicensable limited license (the “License”) to use the Products internally only for Trial purposes only during the Trial Period. User may not sublicense, assign, or otherwise transfer any of its rights in this License. The User may not publish or disclose publicly to any third party any benchmarking or comparative study involving the Products. The License granted hereunder will expire at the end of the Trial Period unless extended, in Company’s sole option, upon written notice from Company, or earlier terminated as described below. At the end of the Trial Period, or any earlier termination of the License herein, User shall immediately cease all use of the Products and, if applicable, return the Products to Company and erase or otherwise destroy all copies.
User acknowledges that, as between the parties, Company retains sole right, title and interest in and to the: (i) Products, (ii) all copyrights and other intellectual property rights with respect to the Products, and (iii) suggestions made by User for the Products, even if such suggestions are incorporated into subsequent versions of the Products (and User hereby assigns all such suggestions and any intellectual property rights therein to Company).
4.1 User agrees that (i) the Trial only applies to the Aerospike Database Enterprise Edition as provided and does not apply to any other products or services offered by Company, (ii) that the trial is provided “as is”, exclusive of any warranty whether implied or direct and (iii) the User agrees to adhere to all restrictions on access and use as set forth in this Agreement and only Users who have not previously registered for a Trial are eligible to participate in this Trial.
4.2 User may access limited support by completing the Sign Up at https://discuss.aerospike.com/
ALL PRODUCTS ARE PROVIDED “AS IS” AND COMPANY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. USER ACKNOWLEDGES AND AGREES THAT THE TRIAL IS INTENDED TO BE USED ONLY WITH THE AEROSPIKE PPRODUCTTHAT IS DEPLOYED IN THE USERS CLOUD ENVIRONMENT, AND NOT WITH ANY OTHER SOFTWARE OR ENVIRONMENT.
User understands that Company has disclosed or may disclose information relating to Company’s technology or business, including, without limitation, the Products and any other software, documentation, updates, modifications, or new releases thereof and the existence, terms and conditions of this Agreement (hereinafter collectively referred to as “Proprietary Information”). User agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that User takes with its own proprietary information, but in no event will User apply less than reasonable precautions to protect such Proprietary Information. Nothing in this Agreement will prevent User from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that User gives Company reasonable prior notice of such disclosure to contest such order.
IN NO EVENT WILL AEROSPIKE BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR (I) ANY LOST PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHER DAMAGES OF ANY KIND WHATSOEVER, OR (II) ANY DIRECT DAMAGES RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE OR STRICT LIABILITY, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Company may terminate this Agreement at any time with or without cause. Upon any termination of this Agreement, or upon expiration of the Trial Period, User will no longer have access to the Trial. All live clusters shall automatically be suspended, and all User Content will be deleted.
The Trial will be hosted on Amazon Web Services (“AWS”). User agrees to adhere to the AWS Acceptable Use Policy found at https://aws.amazon.com/aup/
User hereby grants to Company a limited, non-exclusive, royalty-free, worldwide right and license to use, display, host, copy, process and transmit any and all User Content to provide and improve the Trial in accordance with this Agreement. User represents and warrants that it shall not transmit to Company, in connection with the trial, any User Content that includes any Personal Data.
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements, negotiations, understandings and communications regarding such subject matter. If any of the provisions of this Agreement are invalid under any applicable law, they are, to that extent, deemed omitted, and the balance of this Agreement will be enforceable in accordance with its terms. Neither this Agreement nor the license granted hereunder are assignable or transferable (and any attempt to do so shall be void); provided that Company may assign or transfer all of its rights and obligations under this Agreement to a successor-in-interest in connection with a sale of all or substantially all of Aerospike’s business relating to this Agreement. This Agreement will be governed by the laws of the State of California, without regard to the conflict of laws provisions thereof.