PLEASE READ THIS 90 DAY TRIAL LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE YOU (“SUBSCRIBER” OR “YOU”) SUBMIT YOUR INFORMATION TO CODESTREAM, INC. (“CODESTREAM” OR “WE”) TO PARTICIPATE IN THE ENTERPRISE TRIAL AND/OR START OUR PRODUCT (“PRODUCT”) MADE AVAILABLE TO YOU AS PART OF THIS ENTERPRISE TRIAL.
BY ACCEPTING THIS AGREEMENT OR OTHERWISE ACCESSING OR USING, OR ATTEMPTING TO ACCESS OR USE THE PRODUCT, YOU ARE AGREEING ON BEHALF OF SUBSCRIBER TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE PRODUCT. IF THE PRODUCT IS BEING USED OR ACCESSED ON BEHALF OF AN ENTITY, THE PERSON ACCEPTING THIS AGREEMENT HEREBY CERTIFIES THAT HE OR SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AS THE SUBSCRIBER UNDER THIS AGREEMENT.
1. Scope of License and Related Terms
1.1 License Grant. During the Enterprise Trial Period, we hereby grants to you, and you accept, anon-exclusive, royalty-free, irrevocable, non-transferable, limited license for the download, installation, and use of our Product by up to ten (10) of your authorized users (“Permitted Users”).“Enterprise Trial Period” means the 90 day period from the date that we provide you with access to the Product pursuant to this Agreement, as reflected on CodeStream’s records. The fee for the license provided under this Agreement is $199.00 and must be paid in full before access to the Product is granted.
1.2 Reservation of Rights The software and other technology comprising or related to Product is proprietary to CodeStream. CodeStream owns and retains all right, title and interest, including all intellectual property rights, in and to the Product the software and other technology included therein (including any feedback that you may provide). No license or other rights to the Product is granted to Subscriber except for the limited license in Section 1.1 above.
1.3 Permitted Use Subscriber and its Permitted Users will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Product; modify, adapt, alter, edit, correct, translate, publish, sell, transfer, assign, convey, rent, lease ,loan, pledge, sublicense, distribute, export, enhance or create derivative works based on the Product; use the Product to create a competing or similar product or service, or remove, alter, cover or otherwise obscure any proprietary notices or labels displayed on or within the Product environment any documentation relating thereto.
2. Term and Termination. The license and rights under Section 1.1 will expire at the end of the Enterprise Trial Period. We may terminate the Enterprise Trial Period at any time if we determine that you are violating this Agreement, provided that if believe that such violation may be inadvertent or otherwise curable, we will give you notice of such violation and the opportunity to cure. Upon termination or expiration of the Enterprise Trial Period, all rights granted to Subscriber (and any PermittedUser) will immediately terminate and Subscriber (and all Permitted Users) must at such time immediately cease all use of the Product. The remaining provisions of this Agreement will survive termination or expiration and remaining binding on you.
3. DISCLAIMER. YOUR ACCESS AND USE OF THE PRODUCT IS STRICTLY FOR YOUR EVALUATION PURPOSES AND WITHOUT WARRANTY OF ANY KIND. CODESTREAM HEREBY DISCLAIMS ALL WARRANTIES,WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING, WITHOUT LIMITATION (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (B) ANY WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS, (C) AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE AND (D) ANY WARRANTY OR REPRESENTATION THAT THE SERVICES ARE WILL BE ERROR-FREE, SECURE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY HACKERS OR DENIAL OF SERVICE ATTACKS).
4. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUTOF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE GREATER OF TOTAL AMOUNT PAID OR PAYABLE TO COMPANY DURING THE ENTERPRISE TRIAL PERIOD. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOSS (INCLUDING DEATH AND PERSONAL INJURY), IRRESPECTIVE OF THEIR CAUSE, NOTWITHSTANDING THAT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, NOR FOR ANY CLAIMS FOR SUCH LOSS OR DAMAGE INSTITUTED AGAINST A PARTY OR ITS CUSTOMERS BY ANY THIRD PARTY. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
5. Confidentiality. All Confidential Information shall be kept in strict confidence and shall not be disclosed to any third party without our express written consent. “Confidential Information”means all information regarding the Product (including all feedback and data related thereto) or CodeStream’s business which has been marked or is otherwise communicated as being “proprietary” or “confidential” or which reasonably should be known by the receiving party to be proprietary or confidential information. Without limiting the generality of the foregoing, Confidential Information includes all source code, feedback and data relating to the Product. Confidential Information, however, excludes information that: (a) is already known to the receiving party before the Enterprise Trial Period; (b) is or becomes publicly available without fault; (c) is developed independently without use of the Confidential Information. If Confidential Information is required to be disclosed by law or regulation, the disclosing party shall give CodeStream prompt notice of such request to allow it to seek an appropriate protective order or similar relief. In the event of a breach of this Agreement, CodeStream shall be entitled to seek equitable relief to protect its interests. Upon expiration or termination of the Enterprise Trial Period, you will immediately return to CodeStream, or destroy, all Confidential Information to CodeStream as we may request.
6. Miscellaneous. This Agreement is governed by the laws of the State of New York. All disputes relating to this Agreement shall be resolved in the federal and state courts of New York County, New York and the parties submit to the jurisdiction of such courts. The parties are independent contractors and this Agreement does not create any agency, partnership, or joint venture relationship. You may not assign your rights under this Agreement without our written consent. This Agreement is the entire understanding of the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous communications, representations, warranties, discussions, arrangements or commitments, whether oral or written with respect to such subject matter. This Agreement cannot be amended except by a written amendment that expressly refers to this Agreement and is signed by an authorized representative of each party. This Agreement may be executed in one or more counterparts.