This EULA (“Agreement”) is entered into and effective as of the date set forth in the registration form (the “Effective Date”) between SecEdge, Inc., a Washington corporation with a mailing address of P.O. Box 201, Fall City, WA 98024 (“SecEdge”) and the Company Name entered in the registration form (“Customer”) for the purpose of enabling Customer to use the SecEdge Studio for Development and test purposes only and for SecEdge to obtain information from Customer regarding the use of the SecEdge Studio. SECeDGE IS PROVIDING ACCESS TO SECeDGE STUDIO ON THE CONDITION THAT CUSTOMER ACCEPTS THIS AGREEMENT AS PART OF THE REGISTRATION PROCESS.
1. SECedge's obligations
During the term hereof SecEdge will provide Customer with access to SECeDGE STUDIO. The evaluation period will last for a period of 90 days following the Effective Date (“Test Period”) and may be extended by the mutual agreement of SecEdge and Customer. SecEdge will use commercially reasonable efforts to assist Customer in transitioning from the SecEdge Studio to the development and production if Customer subsequently enters into a commercial license agreement with SecEdge for use of its solutions pursuant to a successful development and test period. SecEdge offers support and consulting services and may provide such to Customer subject to a mutually acceptable fee-based support or consulting agreement.
2. licenses
SecEdge grants Customer a royalty-free license to access and use the SecEdge Studio during the Test Period, solely to test the functionality of the SecEdge Studio and the compatibility of Customer’s systems, hardware and software and applications created while evaluating the SecEdge solution in anticipation of entering into a commercial license for the purpose of integrating SecEdge software (MicroEdge, CloudEdge and ControlEdge) in customer’s solution.
2.2Customer grants to SecEdge a limited license to: (i) access, collect and use data and information regarding Customer’s use of SecEdge Studio , including all usage information, bug reports, test results and other feedback regarding the use of SecEdge Studio to SecEdge by Customer as may be required to perform its obligations hereunder and to improve SecEdge’s products and technology, (ii) compile, analyze and otherwise use aggregated and de-identified information (that is, information that is not identifiable as being related to any individual person) made available through the SecEdge Studio for the purpose of improving SecEdge’s products and technology; provided that SecEdge complies with all applicable laws and regulations in collecting and using such data. The customer otherwise retains all other rights in its data and information.
2.3All other rights in the SecEdge Studio are reserved to SecEdge.
3. CUSTOMER’S OBLIGATIONS; RESTRICTIONS
Customer will use and evaluate the SecEdge Studio under normal expected operating conditions in Customer’s environment, for development and testing purposes only. Applications, products, or services developed using the SecEdge Studio cannot be commercially distributed or sold, or made publicly available, in any manner without a commercial agreement with SecEdge. Customer will gather and report data as reasonably requested by SecEdge. All comments and feedback regarding the SecEdge Studio or other products and technology of SecEdge provided by Customer to SecEdge (“Feedback”) will be the property of SecEdge and may be used by SecEdge for any purpose. Customer hereby assigns all of its rights in Feedback to SecEdge. Customer may not rent, lease, sell, sublicense, assign or otherwise transfer or make available any portion of the SecEdge Studio to any third party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service. Customer may not reverse engineer, decompile or disassemble any portion of the SecEdge Studio, except and only to the extent that this limitation is expressly permitted by applicable law. Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Customer agrees to comply with SecEdge’s terms of use and other policies made available by SecEdge.
4. CONFIDENTIALITY
If the parties have entered into a mutual non-disclosure or confidentiality agreement (“NDA”), the terms and conditions of that NDA will govern the treatment, use and handling of all confidential information relating to this agreement, including the terms and conditions of this Agreement. In the event that no NDA is in effect, then Sections 4.2 through 4.5 will govern the treatment, use and handling of all confidential information relating to this Agreement.
4.2During the term of this Agreement and for a period of five (5) years after its termination or expiration, each party (the “Receiving Party”) which receives Confidential Information (as defined below) of the other party (the “Disclosing Party”) shall not use, other than in connection with the EVAL-KIT or EmSPARK™ Security Suite, or disclose to anyone, other than officers, employees or representatives of the Receiving Party with a need to know for purposes of this Agreement and who are subject to confidentiality obligations consistent with the terms of this Agreement (“Representatives”), any Confidential Information disclosed to the Receiving Party by or on behalf of the Disclosing Party. The Receiving Party shall safeguard disclosure of such Confidential Information to the same extent as with the Receiving Party’s own Confidential Information, but shall at least use reasonable care. Upon termination of expiration of this Agreement, or earlier upon request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party or destroy the Disclosing Party’s Confidential Information in its possession or under its control.
4.3For purposes of this Agreement, the term “Confidential Information” means all information, material and data of the Disclosing Party which (i) is labeled or designated in writing as confidential or proprietary, (ii) the Receiving Party is advised is proprietary or confidential, or (iii) in view of the nature of such information and/or the circumstances of its disclosure, the Receiving Party knows or reasonably should know is confidential or proprietary. Confidential Information includes, without limitation, the terms and conditions of this Agreement, the SecEdge Studio and all associated documentation, and all information relating to the Disclosing Party’s business plans, marketing plans, customers, technology, employee and organizational information, product designs, product plans and financial information.
4.4These confidentiality obligations shall not apply to any such information which (i) is or becomes publicly known without any fault of or participation by the Receiving Party or its Representatives, (ii) was in Receiving Party’s possession prior to the time it was received from Disclosing Party or came into Receiving Party’s possession thereafter, in each case lawfully obtained from a source other than Disclosing Party or its Representatives and not subject to any obligation of confidentiality or restriction on use, or (iii) is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Receiving Party shall, unless prohibited by law, notify the Disclosing Party of the requirement of disclosure before making such disclosure and shall comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
4.5Any use or disclosure of the Disclosing Party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the Disclosing Party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the Disclosing Party may request injunctive or other equitable relief seeking to restrain such use or disclosure.
5. TERM OF AGREEMENT/RETURN OF MATERIALS
This Agreement will terminate at the end of the Test Period unless the Test Period is shortened or lengthened by the mutual written agreement of the parties. Sections 2-12 will survive the expiration or earlier termination of this Agreement. At the end of the Test Period, the Customer must cease all use of the SecEdge Studio.
6. DISCLAIMER OF WARRANTIES; EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY
- DISCLAIMER OF WARRANTIES – TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE SecEdge Studio, DOCUMENTATION AND CUSTOMER SUPPORT (THE “EVALUATION PRODUCTS”) ARE PROVIDED AS IS WITH ALL FAULTS, AND SECeDGE DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE EVALUATION PRODUCTS. THE ENTIRE RISK ARISING OUT OF THE USE OF THE EVALUATION PRODUCTS REMAINS WITH CUSTOMER.
- EXCLUSION OF DAMAGES – TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SECeDGE OR ITS SUPPLIER OR LICENSORS WILL NOT BE LIABLE FOR ANY, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE EVALUATION PRODUCTS OR THIS AGREEMENT, AND EVEN IF SECeDGE OR ANY SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
- LIMITATION OF LIABILITY – TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SECeDGE’S MAXIMUM LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT, FAILURE OF ESSENTIAL PURPOSE, TRADE USAGE, OR OTHERWISE, WILL IN NO CASE EXCEED FIFTY DOLLARS ($50.00).
7. NO RIGHTS GRANTED
Customer understands and acknowledges that the SecEdge Studio is provided for Customer’s internal use for testing and evaluation purposes. This Agreement does not constitute a grant or a commitment to grant to Customer any license right, title or interest in the EVAL-KIT (or the development and production versions) or SecEdge’s trade secrets. SecEdge is not obligated to make the SecEdge Studio commercially available or provide Customer with access to any development, production or commercial version of the EVAL- SecEdge Studio.
8. GOVERNING LAW; VENUE
This Agreement will be construed and enforced in accordance with the laws of the State of Washington without regard to the choice of law principles thereof. Exclusive venue for any dispute under this Agreement will be the state and federal courts located in King County, Washington.
9. NOTICES
All notices and other communications made pursuant to this Agreement will be deemed to have been duly given if in writing and personally-delivered; addressed, in the case of SecEdge, to: SecEdge, Inc,. P.O. Box 201, Fall City, WA 98024 and, in the case of Customer, to the address provided in the registration form; or to any other address that such party may designate by written notice to the other party. Facsimile and email notices will be effective upon receipt of confirmation of transmission.
10. REFERENCE; COMMUNICATION
SecEdge may disclose the fact that Customer is an evaluator of the EVAL-KIT to its technology partners, subject to confidentiality provisions, if any, in place with those entities. SecEdge may include reference to Customer in SecEdge’s press releases, subject to Customer’s consent, which may not be unreasonably withheld. Customer agrees SecEdge may contact Customer using the email and mailing addresses provided in the online form to provide information about SecEdge’s products and services, including the SecEdge Studio, and to otherwise fulfill its obligations under this Agreement.
11. ASSIGNMENT
Customer may not assign any of its rights or obligations hereunder without SecEdge’s prior written consent, which will not be unreasonably withheld. Any attempt to assign, subcontract or delegate in violation of this subsection is void in each instance.
12. GENERAL
If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall in no way be affected or impaired thereby. A party does not waive any right under this Agreement by failing to insist on compliance with any term of this Agreement or by failing to exercise any right hereunder. Any waiver granted hereunder is effective only if it is written and signed by the party granting such waiver. A waiver of any provision of this Agreement shall not imply a subsequent waiver of that or any other provision of this Agreement. The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement or other rights and remedies available to it at law or in equity. This Agreement contains the entire understanding and agreement of the parties, and supersedes the parties’ prior agreements, understandings and discussions relating to its subject matter. The section headings of this Agreement are for convenience only and have no interpretive value. This Agreement may be executed by facsimile and in counterparts, which together will constitute one and the same agreement.
13. CONTACTING US
If there are any questions regarding this End User License Agreement, you may contact us using the information below.