This Authentic8 Evaluation Agreement (“Agreement”) constitutes a legally binding agreement governing your access to and use of the services provisioned by Authentic8 (the “Service”). This Agreement is between Authentic8, Inc. (“Authentic8”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“Customer”, “you” or “your”). If you accept this Agreement Terms or use the Authentic8 Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement.
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON AN “I ACCEPT” OR OTHER SIMILARLY LABELED BUTTON OR CHECKBOX WHICH REASONABLY INDICATES ACCEPTANCE OF THESE TERMS, ACCESSING OR USING THE AUTHENTIC8 SERVICE, OR SUBMITTING AN EVALUATION ORDER FORM, (THE EARLIEST OF SUCH TO OCCUR, THE “EFFECTIVE DATE”), YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE AUTHENTIC8 SERVICE.
IF YOU HAVE PURCHASED RIGHTS TO USE THE SERVICE FOR COMMERCIAL PURPOSES, THEN THIS AGREEMENT DOES NOT APPLY TO YOU AND YOUR USE OF THE SERVICE IS GOVERNED BY THE TERMS OF SERVICE, WHICH CAN BE PROVIDED TO YOU BY AUTHENTIC8 OR FOUND AT HTTPS://WWW.AUTHENTIC8.COM/TERMS-OF-SERVICE/.
- LIMITED LICENSE GRANT. Subject to the terms and conditions of this Agreement, the Company hereby grants to Customer a personal, non-exclusive, non-transferable right to access and use the Service for Company to perform an internal evaluation of the Service, and for no other purposes.
- RESTRICTIONS. Other than the rights expressly specified hereunder, no other rights or interest whatsoever in the Service and/or any component thereof, are transferred or granted to Customer. Without limiting the foregoing, Customer represents and warrants that it will not: (i) use the Service for purposes other than the purposes explicitly set forth hereunder; (ii) use the Service except (x) in accordance with applicable law and (y) in a manner which does not infringe the rights of any third party; (iii) reverse engineer or decompile, modify or revise, attempt to access the source code of the Service or any part thereof, or create derivative works thereof; (iv) transfer in whole or in part the right to use the Service or any part thereof; (v) commercially utilize the Service, or any part thereof; (vi) interfere with or disrupt the integrity or performance of the Service or any third party web resources; (vii) deactivate, impair, or circumvent any security or authentication measures of the Service or any third party web resources; (viii) access the Service for purposes of monitoring its performance or functionality; or (ix) authorize any third parties to do the above. In the event you would like to use the Service and/or any part thereof and related materials, for purposes beyond the scope expressly authorized by this Agreement, then Customer must enter into a separate agreement with Company under terms to be agreed upon by the parties. Any use of the Service, beyond the scope expressly authorized by this Agreement without an appropriate authorization from Company is in violation of copyright and patent laws and other intellectual property laws.
- CONFIDENTIALITY. “Confidential Information” shall means any proprietary information of either party (“Disclosing Party”) disclosed to the other party hereto (“Receiving Party”) including without limitation, information relating to either party’s products, technology, know-how, specifications, and concepts; as well as information of business and commercial nature, of either party, all in any form or medium whatsoever including in written, physical, digitalized, oral or visual form. “Confidential Information” does not include information that is: (a) public knowledge at the time of disclosure or thereafter becomes generally known other than through an act of negligence by the Receiving Party; (b) already known to the other Receiving Party prior to its receipt from the Disclosing Party, as evident by written records; (c) demonstrably independently developed at any time by the Receiving Party without use of the Confidential Information received hereunder; (d) rightfully obtained by the Receiving Party from other unrestricted sources, as evident by its written records; or (e) disclosed with the prior written permission of the Disclosing Party. Each Receiving Party shall not, without the Disclosing Party’s prior written consent, disclose to any third party any Confidential Information except to its own personnel, agents and officers having a legitimate need-to-know such Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protecting to Confidential Information as the terms of this Agreement, and the Receiving Party shall use Confidential Information only if and as required for the purpose of this Agreement. The Receiving Party shall take all reasonable precautions necessary and appropriate to guard the confidentiality of the Confidential Information. This Provisions of this Section 3 shall survive the termination of this Agreement for any reason for a period of 3 (three) years thereafter.
- DATA. Customer represents and warrants that it has obtained all rights, licenses, consents, permissions, power and/or authority necessary with respect to its use of any data, file attachments, text, images, reports, personal data, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Service by Customer and is processed by Authentic8 on Customer’s behalf. Authentic8 is not responsible for any data or information that Customer, or its users, download or access through the use of the Authentic8 Service.
- LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO LIABILITY RESULTING FROM AUTHENTIC8’S WILFUL MISCONDUCT, IN NO EVENT SHALL (i) AUTHENTIC8 BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE OR KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUES OR LOSS OF GOODWILL, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT EVEN IF IT HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) AUTHENTIC8’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT OF $100.
- DISCLAIMER OF WARRANTY. CUSTOMER ACKNOWLEDGES THAT THE SERVICE AND ANY RELATED MATERIALS (IF ANY) PROVIDED TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. THE ENTIRE RISK ARISING OUT OF USE OR USE AND PERFORMANCE OF THE SERVICE AND ANY SUCH RELATED MATERIALS IS BORNE BY CUSTOMER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE SERVICE AND ANY RELATED MATERIALS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- TERMINATION. Unless otherwise agreed to by the parties, the Evaluation Agreement shall remain in effect for fourteen (14) days after the Effective Date. Either party may terminate this agreement for its convenience upon the provision of notice to the other party.
- LAW. This Agreement is governed by and construed in accordance with the laws of the State of California, as if performed wholly within the state and without giving effect to the principles of conflict of law. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Santa Clara County, California and the parties hereby consent to such venue and personal jurisdiction. If any portion of this Agreement is found to be void or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
