Grainite Trial License Agreement
BY ACCEPTING THIS TRIAL AGREEMENT (THE “AGREEMENT”) (i) THROUGH AN ORDERING DOCUMENT/FORM THAT INCORPORATES THIS AGREEMENT, OR (ii) BY INDICATING YOUR ACCEPTANCE BY DOWNLOADING THE SOFTWARE FROM GRAINITE REPOSITORY OR USING THE LICENSE KEY FOR 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.
1. License Grant. Subject to all the terms and conditions of this Agreement, Grainite Inc, (“Grainite Inc or Grainite’s”) grants to Licensee a personal, royalty-free, non-sublicensable, nontransferable, nonexclusive license (the “License”) to install and use the Grainite’s Technology (as hereafter defined) in order to test its functionality in the manner specified herein as part of Grainite Inc’s trial project (the “Trial”). “Use” means that Licensee may install on computers owned or controlled by Licensee (or in a hosted environment owned or operated by Licensee), run, access or otherwise interact with one each of test instances of the Grainite’s Software in accordance with accompanying documentation, by up to the Trail Capacity Limits and the Trial Use Period listed below (or otherwise set forth in an Order) for the Software type listed below and for which Grainite provides license keys. Grainite’s Software and documentation will be delivered electronically by Grainite.
Granite may offer a full license to you under its standard terms and conditions after commercial discussions and separate license agreement.
2. Testing. Licensee agrees to test and evaluate the Software as instructed by Grainite Inc. Licensee agrees to install the Grainite’s Technology (provided by Grainite Inc) upon commencement of the Trial Project. Licensee will promptly report to Grainite any problems or defects encountered in the Grainite’s Technology at all times during the Trial Project.
3. License Restrictions. Licensee agrees to use Grainite’s Technology only in the ordinary course of testing and evaluating the Grainite’s Technology, and except as expressly permitted herein, shall not reproduce, distribute, deploy, publicly display or modify the Grainite 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) use for service bureau’ purposes; (iv) sell, sublicense, transfer, or otherwise assign or grant to third party any rights in; (v) allow access to unauthorized persons to; or (vi) otherwise use except as expressly permitted hereunder, in each case of (i) – (vi), the Grainite’s Software (other than Third Party Materials), Documentation, and Grainite Inc’s Proprietary Information, as applicable (collectively, “Grainite Inc Technology”). This trial is not designed for running benchmarks, comparative tests or 3rd party evaluations. If you would like to do so, please contact Grainite.
4. Ownership. Except as expressly licensed in Section 1 above, as between the parties, Grainite shall own all right, title and interest in and to the Grainite’s Technology and any intellectual property rights embodied therein. The Grainite Technology is and contains trade secrets, proprietary rights and other intellectual property of Grainite Inc. Licensee must retain all proprietary, copyright and other attribution legends on all copies of the Grainite Technology.
5. Confidentiality. Licensee shall maintain the confidentiality of the Software, and shall not disclose any aspect of the Trial Project, including that the Grainite’s 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 Grainite’s 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 Grainite’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 Grainite resulting in irreparable harm to Grainite Inc, and therefore, that upon any such breach or threat thereof, Grainite Inc 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.
6. Evaluation. Any results of the testing or evaluation of the Software, including without limitation any feedback, usage data or suggestions which Licensee may provide Grainite (the “Feedback”) shall be deemed Proprietary Information of Grainite and Licensee agrees that Grainite shall have the right to use the Feedback in any manner and for any purpose. Licensee agrees that Grainite shall own, and Licensee hereby assigns to Grainite, any and all right, title and interest in and to the Feedback and Usage Data.
7. Data Security and Storage. As part of the Trial Project, Licensee may be able to use the Grainite’s Software to upload or store information or data of Licensee. Licensee agrees not to deliver to Grainite any information or data of Licensee. If such information or data is delivered to Grainite Inc then, after License notifies Grainite Inc of such delivery, Grainite Inc agrees that it will not intentionally share such information or data with any third party, except as necessary to conduct the Trial Project. At the end of the Trial Project, Grainite Inc may, at its sole discretion, delete all information and data of Licensee that is stored on any of Grainite Inc’s servers or systems that are used for the Trial Project. Accordingly, any information or data submitted or made available by Licensee as part of the Trial Project will be done so at Licensee’s sole risk, and Licensee forever releases and discharges Grainite Inc from any claims regarding loss of any such information and data during or after the Trial Project.
8. Warranty Disclaimer. THE Grainite Inc TECHNOLOGY IS PROVIDED AS IS. Grainite Inc 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. Grainite Inc MAKES NO WARRANTY TO ANY PERSON RELATING TO THE Grainite Inc TECHNOLOGY AND ITS FUNCTIONALITY, ITS USE OR ANY INABILITY TO USE THE Grainite Inc TECHNOLOGY, THE RESULTS OF ITS USE, THAT ERRORS IN THE Grainite Inc 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 Grainite Inc TECHNOLOGY OR ANY DATA OR INFORMATION STORED BY THE Grainite Inc TECHNOLOGY OR ANY FURTHER DEVELOPMENT OR COMMERCIAL RELEASE THEREOF.
9. Limitation of Liability. EXCEPT FOR ANY BREACH OF SECTION 3 OR 5, NEITHER PARTY, INCLUDING, AS APPLICABLE Grainite Inc’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 SECTION 3 OR 5, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN EXCESS OF $25.00.
10. Term and Termination. The test period for the Grainite’s Technology will be fourteen (14) days unless the parties otherwise agree. 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, Licensee will destroy and erase the Grainite’s Technology and will destroy or return to Grainite all Grainite Technology, instructions and other material in Licensee’s possession related to the Trial Project. If requested by Grainite Inc, Licensee will certify in writing within three (3) days of the request that Licensee has complied with this provision.
11. Effect of Termination. Upon the date of termination or expiration of this Agreement, the License shall immediately terminate. Sections 3 (“License Restrictions”), 4 (“Ownership”), 5 (“Confidentiality”), 6 (“Evaluation”), 7 (“Data Security and Storage”), 8 (“Warranty Disclaimer”), 9 (“Limitation of Liability”), 10 (“Term and Termination”), 11 (“Effect of Termination”) and 12 (“Miscellaneous”) will survive expiration or termination of this Agreement.
12. 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 Grainite Inc’s rights arising under this Agreement) are freely assignable or transferable by Grainite Inc. 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 Santa Clara. 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, 1 day after delivery to an overnight courtier service, or 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 Grainite Inc Technology.
1. License Grant. Subject to all the terms and conditions of this Agreement, Grainite Inc, (“Grainite Inc or Grainite’s”) grants to Licensee a personal, royalty-free, non-sublicensable, nontransferable, nonexclusive license (the “License”) to install and use the Grainite’s Technology (as hereafter defined) in order to test its functionality in the manner specified herein as part of Grainite Inc’s trial project (the “Trial”). “Use” means that Licensee may install on computers owned or controlled by Licensee (or in a hosted environment owned or operated by Licensee), run, access or otherwise interact with one each of test instances of the Grainite’s Software in accordance with accompanying documentation, by up to the Trail Capacity Limits and the Trial Use Period listed below (or otherwise set forth in an Order) for the Software type listed below and for which Grainite provides license keys. Grainite’s Software and documentation will be delivered electronically by Grainite.
Granite may offer a full license to you under its standard terms and conditions after commercial discussions and separate license agreement.
2. Testing. Licensee agrees to test and evaluate the Software as instructed by Grainite Inc. Licensee agrees to install the Grainite’s Technology (provided by Grainite Inc) upon commencement of the Trial Project. Licensee will promptly report to Grainite any problems or defects encountered in the Grainite’s Technology at all times during the Trial Project.
3. License Restrictions. Licensee agrees to use Grainite’s Technology only in the ordinary course of testing and evaluating the Grainite’s Technology, and except as expressly permitted herein, shall not reproduce, distribute, deploy, publicly display or modify the Grainite 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) use for service bureau’ purposes; (iv) sell, sublicense, transfer, or otherwise assign or grant to third party any rights in; (v) allow access to unauthorized persons to; or (vi) otherwise use except as expressly permitted hereunder, in each case of (i) – (vi), the Grainite’s Software (other than Third Party Materials), Documentation, and Grainite Inc’s Proprietary Information, as applicable (collectively, “Grainite Inc Technology”). This trial is not designed for running benchmarks, comparative tests or 3rd party evaluations. If you would like to do so, please contact Grainite.
4. Ownership. Except as expressly licensed in Section 1 above, as between the parties, Grainite shall own all right, title and interest in and to the Grainite’s Technology and any intellectual property rights embodied therein. The Grainite Technology is and contains trade secrets, proprietary rights and other intellectual property of Grainite Inc. Licensee must retain all proprietary, copyright and other attribution legends on all copies of the Grainite Technology.
5. Confidentiality. Licensee shall maintain the confidentiality of the Software, and shall not disclose any aspect of the Trial Project, including that the Grainite’s 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 Grainite’s 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 Grainite’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 Grainite resulting in irreparable harm to Grainite Inc, and therefore, that upon any such breach or threat thereof, Grainite Inc 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.
6. Evaluation. Any results of the testing or evaluation of the Software, including without limitation any feedback, usage data or suggestions which Licensee may provide Grainite (the “Feedback”) shall be deemed Proprietary Information of Grainite and Licensee agrees that Grainite shall have the right to use the Feedback in any manner and for any purpose. Licensee agrees that Grainite shall own, and Licensee hereby assigns to Grainite, any and all right, title and interest in and to the Feedback and Usage Data.
7. Data Security and Storage. As part of the Trial Project, Licensee may be able to use the Grainite’s Software to upload or store information or data of Licensee. Licensee agrees not to deliver to Grainite any information or data of Licensee. If such information or data is delivered to Grainite Inc then, after License notifies Grainite Inc of such delivery, Grainite Inc agrees that it will not intentionally share such information or data with any third party, except as necessary to conduct the Trial Project. At the end of the Trial Project, Grainite Inc may, at its sole discretion, delete all information and data of Licensee that is stored on any of Grainite Inc’s servers or systems that are used for the Trial Project. Accordingly, any information or data submitted or made available by Licensee as part of the Trial Project will be done so at Licensee’s sole risk, and Licensee forever releases and discharges Grainite Inc from any claims regarding loss of any such information and data during or after the Trial Project.
8. Warranty Disclaimer. THE Grainite Inc TECHNOLOGY IS PROVIDED AS IS. Grainite Inc 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. Grainite Inc MAKES NO WARRANTY TO ANY PERSON RELATING TO THE Grainite Inc TECHNOLOGY AND ITS FUNCTIONALITY, ITS USE OR ANY INABILITY TO USE THE Grainite Inc TECHNOLOGY, THE RESULTS OF ITS USE, THAT ERRORS IN THE Grainite Inc 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 Grainite Inc TECHNOLOGY OR ANY DATA OR INFORMATION STORED BY THE Grainite Inc TECHNOLOGY OR ANY FURTHER DEVELOPMENT OR COMMERCIAL RELEASE THEREOF.
9. Limitation of Liability. EXCEPT FOR ANY BREACH OF SECTION 3 OR 5, NEITHER PARTY, INCLUDING, AS APPLICABLE Grainite Inc’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 SECTION 3 OR 5, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN EXCESS OF $25.00.
10. Term and Termination. The test period for the Grainite’s Technology will be fourteen (14) days unless the parties otherwise agree. 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, Licensee will destroy and erase the Grainite’s Technology and will destroy or return to Grainite all Grainite Technology, instructions and other material in Licensee’s possession related to the Trial Project. If requested by Grainite Inc, Licensee will certify in writing within three (3) days of the request that Licensee has complied with this provision.
11. Effect of Termination. Upon the date of termination or expiration of this Agreement, the License shall immediately terminate. Sections 3 (“License Restrictions”), 4 (“Ownership”), 5 (“Confidentiality”), 6 (“Evaluation”), 7 (“Data Security and Storage”), 8 (“Warranty Disclaimer”), 9 (“Limitation of Liability”), 10 (“Term and Termination”), 11 (“Effect of Termination”) and 12 (“Miscellaneous”) will survive expiration or termination of this Agreement.
12. 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 Grainite Inc’s rights arising under this Agreement) are freely assignable or transferable by Grainite Inc. 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 Santa Clara. 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, 1 day after delivery to an overnight courtier service, or 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 Grainite Inc Technology.
