Trial End-User License Agreement
Version: September 8th, 2021
BY ACCEPTING THIS TRIAL USE AGREEMENT (THE “AGREEMENT”) BY INDICATING YOUR ACCEPTANCE BY CLICKING “I AGREE” AS PART OF LOGGING TO THE PLATFORM TO ACCESS THE SOFTWARE YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “LICENSEE” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY.
License Grant. Subject to all the terms and conditions of this Agreement, Alation, Inc. (“Alation”) grants to Licensee a personal, royalty-free, nonsublicensable, nontransferable, nonexclusive license (the “License”) to access and use the Alation Technology (as hereafter defined) in order to evaluate its performance and functions in the manner specified herein as part of Alation’s trial use project (the “Trial Project”). “Use” means that Licensee may access or otherwise interact with one test instance of the Alation Software for which Alation provided license key(s).
License Restrictions. Licensee agrees to use the Alation Technology only in the ordinary course of testing and evaluating the Alation Technology, and except as expressly permitted herein, shall not reproduce, distribute, deploy, publicly display or modify the Alation Technology or any portion thereof. Except to the extent that the following restriction is prohibited by applicable law, Licensee shall not, directly or indirectly, and shall not authorize any person, to (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, algorithms, architecture or other elements of; (ii) translate, adapt, or modify; (iii) write or develop any program based upon; (iv) use for benchmarking or ‘service bureau’ purposes; (v) sell, sublicense, transfer, or otherwise assign or grant to third party any rights in; (vi) allow access to unauthorized persons to; or (vii) otherwise use except as expressly permitted hereunder, in each case of (i) – (vii), the Alation Software (other than Third Party Materials), Documentation, and Alation’s Proprietary Information, as applicable (collectively, “Alation Technology”).
Ownership. Except as expressly licensed in “License Grant” above, as between the parties, Alation shall own all right, title and interest in and to the Alation Technology and any intellectual property rights embodied therein. The Alation Technology is and contains trade secrets, proprietary rights and other intellectual property of Alation. Licensee must retain all proprietary, copyright and other attribution legends on all copies of the Alation Technology.
Confidentiality. Licensee shall maintain the confidentiality of the Software, and shall not disclose any aspect of the Trial Project, including that the Alation Technology is being tested, or any aspect of the testing or evaluation performed by Licensee (including the fact that Licensee is a participant in the Trial Project) under this Agreement. Licensee acknowledges that, in the course of using the Software and performing the duties under this Agreement, Licensee may obtain or develop information relating to the Software or Alation proprietary information (“Proprietary Information”), including, but not limited to, technology, software code, know-how, ideas, testing procedures, structure, interfaces, documentation, problem reports, development schedule, analysis and performance information, and other technical, business, product, marketing and financial information, plans and data. During and after the term of this Agreement, Licensee shall hold in confidence and protect, and shall not use (except as expressly authorized by this Agreement) or disclose, Proprietary Information, unless such Proprietary Information becomes part of the public domain without breach of this Agreement by Licensee.
Licensee acknowledges and agrees that due to the unique nature of Alation’s Proprietary Information, there can be no adequate remedy at law for any breach of Licensee obligations under this Agreement, that any such breach may allow Licensee or third parties to unfairly compete with Alation resulting in irreparable harm to Alation, and therefore, that upon any such breach or threat thereof, Alation shall be entitled to injunctions without the requirement to post bond and other appropriate equitable relief in addition to whatever remedies it may have at law.
Evaluation. Any results of the testing or evaluation of the Software, including without limitation any feedback, usage data or suggestions which Licensee may provide Alation (the “Feedback”) shall be deemed Proprietary Information of Alation and Licensee agrees that Alation shall have the right to use the Feedback in any manner and for any purpose. Licensee agrees that Alation shall own, and Licensee hereby assigns to Alation, any and all right, title and interest in and to the Feedback and Usage Data.
Warranty Disclaimer. THE ALATION TECHNOLOGY IS PROVIDED AS IS. LICENSOR AND ITS THIRD PARTY LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF CONDUCT OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY TO ANY PERSON RELATING TO THE ALATION TECHNOLOGY AND ITS FUNCTIONALITY, ITS USE OR ANY INABILITY TO USE THE ALATION TECHNOLOGY, THE RESULTS OF ITS USE, THAT ERRORS IN THE ALATION TECHNOLOGY WILL BE CORRECTED. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS PERMITTING LICENSEE TO RELY IN ANY WAY ON THE CONTINUED USE OF THE ALATION TECHNOLOGY OR ANY DATA OR INFORMATION STORED BY THE ALATION TECHNOLOGY OR ANY FURTHER DEVELOPMENT OR COMMERCIAL RELEASE THEREOF.
Limitation of Liability. EXCEPT FOR ANY BREACH OF “LICENSE RESTRICTIONS” OR “CONFIDENTIALITY”, NEITHER PARTY, INCLUDING, AS APPLICABLE ALATION’S THIRD PARTY LICENSORS, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY (A) LOSS OR INACCURACY OF DATA, (B) DAMAGE TO SOFTWARE OR EQUIPMENT, (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (D) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, REVENUES, DATA OR PROFITS, OR (E) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY BREACH OF “LICENSE RESTRICTIONS” OR “CONFIDENTIALITY”, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN EXCESS OF $50.00.
Term and Termination. The test period for the Alation Technology will be a maximum of two (2) hours. This Agreement may be terminated by either party for any reason or no reason upon prior written notice to the other party. Upon expiration or termination of this Agreement, Alation will cease provision of access to the Alation Technology and Licensee will destroy or return to Alation all Alation Technology, instructions and other material in Licensee’s possession related to the Trial Project. If requested by Alation, Licensee will certify in writing within three (3) days of the request that Licensee has complied with this provision.
Effect of Termination. Upon the date of termination or expiration of this Agreement, the License shall immediately terminate. “License Restrictions”, “Ownership”, “Confidentiality, 6 ”Evaluation”, “Data Security and Storage”, “Warranty Disclaimer”, “Limitation of Liability”, “Term and Termination”, “Effect of Termination” and “Miscellaneous” will survive expiration or termination of this Agreement.
Miscellaneous. Neither the rights nor the obligations arising under this Agreement are assignable (by operation of law or otherwise) or transferable by Licensee, and any such attempted assignment or transfer shall be void and without effect. This Agreement (including all of Alation’s rights arising under this Agreement) are freely assignable or transferable by Alation. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws provisions thereof and the exclusive jurisdiction and venue of the federal and state courts located in the State of California and County of San Mateo. Any required notice shall be given in hard copy writing by customary means with receipt confirmed at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other, with an email copy to the emails below. Notices will be deemed to have been given at the time of actual delivery in person, one (1) day after delivery to an overnight courier service, or three (3) days after deposit in the U.S. mail. Waiver of any term of this Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision. Licensee agrees to comply with all applicable export control laws and regulations related to its use of Alation Technology.