Last Updated: June 19th, 2024
When accepting this trial use agreement (the “agreement”) by selecting “i agree” as part of logging to the platform to access the purplecube 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. This Agreement is effective as of the date of your first login to the PurpleCube Software (“Effective Date”). As used in this Agreement, “Party” means either PurpleCube or Licensee, as appropriate, and “Parties” means both PurpleCube and Licensee.
1.1 License Grant. Subject to all the terms and conditions of this Agreement, PurpleCube grants to Licensee a personal, royalty-free, non-sublicensable, nontransferable, nonexclusive license to Use the PurpleCube Software, as applicable, solely and specifically for testing and evaluation purposes during the Term (the “License”), together with documentation generally provided with the PurpleCube Software, as revised from time to time, which may include end user manuals, operation instructions, installation guides, release notes and online help files regarding use of the PurpleCube Software (collectively, the “Documentation”). “Use” of the PurpleCube Software means that Licensee may install on computers owned or controlled by Licensee, run, access or otherwise interact with one each of backup and test instances of the PurpleCube Software and that Licensee may access, utilize or otherwise interact with the PurpleCube Software, each by up to the number of users indicated by PurpleCube and for which PurpleCube provides license key (“Named Users").
1.2 Named Users and Licensee Requirements. A Named User is a specific individual authorized by Licensee to use the PurpleCube Software, as applicable, regardless of whether or not such individual is using the PurpleCube Software at any given time. Each such individual shall be assigned a unique Named User identification and multiple individuals may not share the same Named User identification. In addition to all individual Named Users, all users of a non-human operated device shall be counted as Named Users if such device has access to the PurpleCube Software. Licensee is responsible for activity occurring under its Named User accounts and shall ensure that it and its Named Users abide by all local, state, national and foreign laws, treaties and regulations applicable to Licensee’s use of the PurpleCube Software. Licensee shall: (i) notify PurpleCube promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) notify PurpleCube promptly and usereasonable efforts to promptly stop any unauthorized use, copying, or distribution of the PurpleCube Software that is known or suspected by Licensee or its Named Users; (iii) not impersonate another PurpleCube user or provide false identity information to gain access to or use the PurpleCube Software. PurpleCube Software and Documentation will be delivered electronically from PurpleCube’s FTP site.
1.3 License Restrictions. Licensee agrees to use the PurpleCube Software, as applicable, in accordance with the Documentation, only in the ordinary course of testing and evaluating the PurpleCube Software, and except as expressly permitted herein, shall not reproduce, distribute, deploy, publicly display or modify the PurpleCube 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 third party 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 benchmarkingor ‘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 PurpleCube Software, Documentation, and PurpleCube’s Confidential Information, as applicable (collectively, “PurpleCube Technology”).
1.4 Ownership. PurpleCube Technology is licensed and not sold. As between PurpleCube and Licensee, PurpleCube hereby retains all right, title and interest, including all intellectual property rights, in and to the PurpleCube Technology, all copies and portions thereof, and all improvements, enhancements, modifications and derivative works thereof, and all intellectual property rights therein. As a condition of the License, Licensee must retain all proprietary, copyright and other attribution legends on all copies of the PurpleCube Technology. Licensee agrees that PurpleCube shall have the right to use in any manner and for any purpose the Feedback as set out in Section 2 below.
1.5 License Data. “Licensee Data” is defined as any data that the Licensee or its Named Users submit to the PurpleCube Software. As between Licensee and PurpleCube, Licensee exclusively owns all rights, title and interest in and to all Licensee Data. Licensee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Licensee Data, and hereby warrants that that it has and will have all rights and consents necessary to allow PurpleCube to use all such data as contemplated by this Agreement and discharges PurpleCube from any claims regarding such Licensee Data. If Licensee is testing the PurpleCube Software, Licensee hereby grants to PurpleCube a royalty-free, fully-paid, non-exclusive, non-transferable (except as set forth herein), non-sub-licensable, worldwide right to use and process Licensee Data to provide Licensee the PurpleCube Software, develop, test and improve the PurpleCube Technology and any other activities expressly agreed to by Licensee.
1.6 Security and Data Privacy. PurpleCube shall maintain an information security program of policies, procedures and controls governing the processing, storage, transmission and security of Licensee Data submitted to the PurpleCube Software. PurpleCube may periodically review and update the Security Programto address new and evolving security technologies, changes to industry standardpractices, and changing security threats, provided that any such update does not materially reduce the overall level of security provided to Licensee as described herein.
Licensee agrees to provide PurpleCube with an assessment of the PurpleCube Software after conclusion of the testing and evaluation. Any results of the testing or evaluation of the PurpleCube Software, including without limitation the assessment, any feedback or suggestions which Licensee provides to PurpleCube (the “Feedback”) shall be deemed proprietary information of PurpleCube and Licensee hereby assigns to PurpleCube any and all right, title and interest in and to the Feedback.
3.1 Definition. “Confidential Information” means: (i) any information disclosed, directly or indirectly, by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) pursuant to this Agreement that is designated as “confidential”, or in some other manner to indicate its confidential nature; and (ii) information otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure or by the nature of the information itself. Without limiting the foregoing, the PurpleCube Technology and the terms (including the existence) of this Agreement are the Confidential Information of PurpleCube. However, Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (b) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (d) is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information.
3.2 Limited Use, Protection. Neither Party shall use the Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under this Agreement. Neither Party shall disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information of the other Party, except to employees or contractors of the Receiving Party with a need to know, or to its advisors, or prospective investors or purchasers, each subject to an obligation of confidentiality. Each Party will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the Confidential Information of the other party, and will take at least those measures that it takes to protect its own most highly confidential information.
3.3 Compelled Disclosure. If a Receiving Party is compelled by law or a court of competent jurisdiction to disclose the Disclosing Party’s Confidential Information, the Receiving Party will promptly notify the Disclosing Party in writing and will cooperate with Disclosing Party in seeking a protective order or other appropriate remedy at the Disclosing Party’s expense. If disclosure is ultimately required, the Receiving Party will furnish only that portion of Confidential Information that is legally required and will exercise reasonable efforts to obtain assurance that it will receive confidential treatment.
4.1 Term. This Agreement commences on the Effective Date and will continue for Thirty (30) days (the “Term”). This Agreement may be renewed upon execution of an amendment.
4.2 Termination. This Agreement may be terminated by either Party for convenience by providing ten (10) days’ prior written notice to the other Party.
4.3 Effect of Termination. Upon the effective date of expiration or termination of this Agreement for any reason, PurpleCube will disable the access keys and Licensee must cease use of the PurpleCube Technology and will have no further rights to the PurpleCube Technology. Each Party must promptly return or certify the destruction of all tangible embodiments of the other Party’s Confidential Information (including Licensee’s deletion of all instances of the PurpleCube Technology from Licensee’s systems and certifying such deletion in writing within three (3) days of PurpleCube’s request). Sections 1.3 (“License Restrictions”), 1.4 (“Ownership”), 3 (“Confidentiality”), 4.3 (“Effect of Termination”), 5 (“Warranty Disclaimer”), 6 (“Limitation of Liability”), 7 (“General Provisions”) will survive expiration or termination of this Agreement.
The PurpleCube technology is provided “as-is” without representation or warranty of any kind, whether express, implied or statutory. purplecube hereby disclaims any and all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from conduct or course of dealing. purplecube does not warrant that the PurpleCube technology will be error-free or will work without interruptions, and licensee relies on the purplecube technology at licensee’s own risk. some jurisdictions do not allow the exclusion of certain warranties in certain circumstances. accordingly, the limitations set forth above apply to the maximum extent permitted by applicable law.
In no event will either party be liable for any indirect, special, incidental, exemplary, punitive, treble, or consequential damages (including, without limitation, loss of business, revenue, profits, goodwill, data, or other economic advantage) arising out of or relating to this trial license agreement, however caused and based on any theory of liability, whether breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if the other party has been advised of the possibility of such damages. each party’s total liability (including attorneys’ fees) arising out of or related to this trial license agreement will be limited to an amount to be agreed upon by both parties.
7.1 Compliance with Laws and Export Control. Each Party shall comply with all applicable laws and government regulations, including, if applicable, the export laws and regulations of the United States and other applicable jurisdictions, in connection with providing and using the PurpleCube Technology. Without limiting the foregoing, (i) each Party represents that is not named on any government list of persons or entities prohibited from receiving exports, and (ii) Licensee shall not, and shall ensure that Named Users do not violate any export embargo, prohibition, restrictions or other similar law in connection with this Agreement.
7.2 Assignment. Neither Party may assign this Agreement nor any of its rights or obligations under it without the prior written consent of the other Party, except in the case of an assignment due to corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions by either Party, which may occur without written consent. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
7.3 Governing Law. This Agreement shall be governed by and construed underthe laws of 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. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state courts located in San Mateo County and the federal courts located in the City and County of San Francisco, California. If either Party breaches or threatens to breach the provisions of Sections 1.3, 1.4, or 3, each Party agrees that the non-breaching Party may have no adequate remedy at law and is therefore entitled to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
7.4 Entire Agreement; Amendments. This Agreement is the sole agreement of the Parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter. Any ambiguity in this Agreement shall be interpreted without regard to which Party drafted it. This Agreement may only be amended by a writing signed by the Parties. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement.
7.5 Notices. Any required notice shall be given in 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, or by electronic transmission to an email address. PurpleCube’s email address for notices is: legal@purplecube.ai. Notices will be deemed to have been given at the time of actual delivery in person, one day after delivery to an overnight courier service, three days after deposit in the Party’s local mail or upon acknowledgement of receipt of electronic transmission.
7.6 Waiver; Severability. Waiver of any term of this Agreement or forbearanceto 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.
