Trial and Freemium Subscription Agreement
This Trial and Freemium Subscription Agreement, including the information submitted to Normalyze upon your subscription request (“Registration”), sets forth an agreement (the “Agreement”) between Normalyze, Inc. (hereinafter referred to as “Provider”) and you or the company you represent, as applicable (the “Customer”) as of the date of Registration (the “Effective Date”).
- Trial Subscription. Upon Customer’s completion and Provider’s acceptance of Registration, subject to Customer’s compliance with the terms and conditions of this Agreement: (a) in the case of a trial subscription, Customer will be entitled to use the Normalyze cloud security service (the “Service”) solely for the limited trial period specified during Registration, or if no such period is specified, for 30 days; and (b) in the case of a Freemium subscription, Customer will be entitled to use only those features of the Service identified as part of a Freemium subscription. Any extension of the Service beyond a limited trial subscription or any access to non-Freemium features will require the payment of fees and acceptance of appropriate contract terms by Customer. Provider reserves the right to discontinue the Freemium service at any time upon reasonable notice to Customer.
- Restrictions on Use. Customer will not: (i) use the Service in any manner that is inconsistent with this Agreement; (ii) use the Service on behalf of a third party; (iii) sell, disseminate, copy, rent, or otherwise transfer the Service, or sublicense any of the rights granted by this Agreement; (iv) interfere with the proper working of the Service; (v) circumvent, disable, or interfere with security-related features of the Service or features that prevent or restrict use of, access to, or copying of the Service or the software that provides the Service (the “Software), or that enforce limitations on use of the Service or Software; (vi) impose (or which may impose, in Provider’s sole discretion) an unreasonable or disproportionately large load on the Service infrastructure; or (vii) access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking purposes. While there is no software transfer necessary from Provider to Customer to effectuate the Service, Customer agrees not to reverse engineer, decompile, or disassemble Software, or otherwise attempt to derive the processes by which the Service is provided, except to the extent the foregoing restriction is expressly prohibited by applicable law. Provider may immediately suspend or terminate Customer’s access to the Service if Customer violates this Section.
- Ownership. All intellectual proprietary rights now known or hereafter recognized in any jurisdiction in and to the Service and the Software are owned by Provider and its licensors. Customer agrees to make no claim of interest therein or ownership thereto. Customer further acknowledges that the Service’s structure, organization, and code are the valuable trade secrets of Provider and/or its licensors. As between Provider and Customer, Customer will own all data Customer provides in the course of using the Service (“Customer Data”). Customer hereby grants to Provider a non-exclusive, worldwide, royalty-free right and license to access, use, store, copy, process, transmit, index, deliver and display Customer Data to the extent necessary for Provider to provide the Services.
- Customer Responsibilities. In order to enable the Service to retrieve data from Customer’s third-party data security vendors, Customer must grant Provider read-only access to its relevant accounts. Customer is solely responsible for compliance with applicable laws relevant to its use of the Service. Without limitation to the foregoing, Customer shall be responsible for the accuracy, quality, suitability and legality of the Customer Data, the means by which the Customer Data was acquired, and obtaining necessary rights to submit Customer Data to the Service for processing. Customer agrees to defend, indemnify and hold harmless Provider from and against all third-party claims that may, at any time, arise out of or relate to Customer Data or the use of the Service other than in accordance with this Agreement, and, in each case, associated losses and liability.
- Confidentiality. The Service constitutes and contains confidential and sensitive information of Provider. The Customer agrees (i) to hold such information in confidence during the term and after termination of this Agreement, using a reasonable standard of care; (ii) not to make such information available in any form to any third party; and (iii) not to use such information for any purpose other than the use of the Services under this Agreement.
- Warranty Disclaimer. THE SERVICE IS BEING PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND AND PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. Without limiting the foregoing, Provider makes no warranty that the Service will be error-free, complete, free from interruption or failure, or absolutely secure from unauthorized access.
- Limitation of Liability. THIS TRIAL OR FREEMIUM SUBSCRIPTION IS BEING PROVIDED TO CUSTOMER FREE OF CHARGE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL PROVIDER, ITS SUCCESSORS, ASSIGNS, OR AUTHORIZED RESELLERS, BE LIABLE TO CUSTOMER UNDER THIS AGREEMENT FOR ANY DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, LOSS OF DATA, EQUIPMENT DOWNTIME, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER, WHETHER IN TORT, CONTRACT OR OTHERWISE, ARISING OUT OF CUSTOMER’S USE OR INABILITY TO USE THE SERVICE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PROVIDER’S TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED $100.
- General. This Agreement is governed by the laws of the United States and the State of California, without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Any dispute between Customer and Provider regarding this Agreement will be subject to the exclusive jurisdiction of the state and federal courts in Santa Clara County in the State of California. This Agreement is the entire agreement between Customer and Provider and supersedes any other communications or advertising with respect to the Service and documentation. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. No provision of this Agreement shall be deemed waived or modified except in a writing signed by an authorized representative of Provider. There are no implied licenses hereunder. Customer may not assign this Agreement without the prior written consent of Provider.