Trial evaluation license agreement

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:

1. GRANT OF LICENSE

1.1 “Products” means, collectively, all modules of the Aerospike Enterprise Edition, together with related documentation, including updates, modifications, or new releases thereof which may be provided by Company to Licensee from time to time.

1.2 Company hereby grants to Licensee a non-exclusive, non-transferable, nonsublicensable limited license (the “License”) to use the Products internally only for Evaluation purposes only during the Evaluation Period. Licensee may not sublicense, assign, or otherwise transfer any of its rights in this License. The License granted hereunder will expire at the end of the Evaluation Period unless extended, in Company’s sole option, upon written notice from Company, or earlier terminated as described below. At the end of the Evaluation Period, or any earlier termination of the License herein, Licensee shall immediately cease all use of the Products and, if applicable, return the Products to Company and erase or otherwise destroy all copies.

2. OWNERSHIP OF PRODUCTS

Licensee 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 Licensee for the Products, even if such suggestions are incorporated into subsequent versions of the Products (and Licensee hereby assigns all such suggestions and any intellectual property rights therein to Company).

3. RESTRICTIONS

3.1 Licensee agrees to make no more than one (1) copy of any Product only as is required solely for replacement of the original in the event the original becomes unusable. Licensee may use the Products in machine-readable form only and agrees not to (and not to allow any third party to): (i) reverse engineer, decompile or disassemble the Products or otherwise attempt to discover any source code or underlying ideas or algorithms of any software contained or incorporated therein (except to the extent such restriction is prohibited by applicable law); (ii) modify nor create a derivative work of any part of the Products, nor remove any product identification, copyright or other notices; (iii) provide, lease, lend, disclose, use for timesharing or service bureau purposes, (iv) use the Product for the purpose of publishing or disclosing to any third party any benchmarking or comparative study involving any Product, or otherwise use or allow others to use for the benefit of any third party, any Product.

3.2 Licensee may access support by completing the Sign Up at https://discuss.aerospike.com/

4. WARRANTY DISCLAIMER

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.

5. CONFIDENTIALITY

Licensee 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”). Licensee 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 Licensee takes with its own proprietary information, but in no event will Licensee apply less than reasonable precautions to protect such Proprietary Information. Nothing in this Agreement will prevent Licensee from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that Licensee gives Company reasonable prior notice of such disclosure to contest such order.

6. LIMITATION OF LIABILITY

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.

7. TERMINATION

Either Company or Licensee may terminate this Agreement at any time with or without cause. Upon any termination of this Agreement, or upon expiration of the Evaluation Period, only the License to use the Products, and the limited permission to make a copy, will terminate, and all other rights and obligations will survive such termination.

8. MISCELLANEOUS

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 Aerospike 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.