EVALUATION LICENSE AGREEMENT
PLEASE CAREFULLY READ THIS AGREEMENT (“Agreement”) BEFORE CLICKING "I Accept" OR IN ANY WAY USING THE PRODUCT AND SERVICES AND PLEASE BE ADVISED THAT BY USING THE PRODUCT AND SERVICES YOU EXPLICITLY AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, do not use the platform and CLICK ON THE "CANCEL" BUTTON.
This Evaluation License Agreement (“Agreement”) is made by and between Legit Security, Inc., a Delaware Corporation (“Legit”); and you (“Evaluator”). “Product” shall mean Legit’s Software Security Platform and all upgrades, updates, modifications, enhancements, revisions, and/or improvements and related documentation to the extent provided by Legit under this Agreement.
1. Grant of License. Subject to the Evaluator’s compliance with the terms of this Agreement, during the Term Legit hereby grants Evaluator, a no fee, limited, revocable, non-exclusive, non-sublicensable, non-transferable, license to subscribe to, access and use the Product in order to allow Evaluator to internally evaluate, demonstrate and test the performance and functionality of the Product (the “Evaluation”) for non-commercial use.
2. Feedback. Evaluator will be providing Legit with feedback with respect to Evaluator’s use of and access to the Product (which shall include but not be limited to feedback, questions, comments, suggestions or the like), this shall be deemed “Feedback”. Feedback does not include any confidential information of Evaluator. Feedback is provided by Evaluator “as is” and without any warranties whatsoever. Upon disclosure, Feedback shall become the sole and exclusive property of Legit, and Evaluator hereby irrevocably assigns to Legit all of its right, title and interest in and to all such Feedback and waives any moral rights it may have in such Feedback.
3. Use Restrictions. During the Term, Evaluator will not: (i) use the Product for any purpose other than for the Evaluation; (ii) modify, alter, copy, transfer, sell, sublicense, create derivative works, decompile, disassemble, reverse engineer, or attempt to discover the Product’s source code, techniques, algorithms or processes; (iii) work around any technical limitations in the Product; (iv) publish or make available in any manner, other than to Legit, any reviews, opinions or impressions about, or experiences with, the Product; (v) use the Evaluation conducted hereunder or any of its results, for any benchmarking, or conducting, investing in or other involvement competing development activities; and/or (vi) use, send, upload, post, transmit or introduce any device, code, routine or other item (including bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Product, nor any content that is unlawful, infringing, defamatory, deceptive, obscene, fraudulent, harassing, pornographic, or abusive.
4. Confidential Information. Each party may obtain or receive access to non-public and/or proprietary information (the “Confidential Information”) from the other party. The receiving party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other disclosing party’s Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other Party except for performing its obligations under this Agreement. Confidential Information shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information. Receiving party will disclose Confidential Information only to those of its employees and consultants on a need to know basis, and who are bound by confidentiality obligations at least as protective as the provisions of this Agreement. Receiving party will be and remain responsible for any noncompliance by its employees or consultants.
5. Term and Termination. This Agreement shall remain in full force and effect for a period of 30 days (the “Term”) from the start date of using the product. Following such period, the Agreement may be renewed by mutual written agreement (including via email). Either party may terminate this Agreement with immediate effect if the other party materially breaches this Agreement and fails to cure such breach within three (3) business days of written notice thereof. The Agreement may be terminated by either party for no cause upon five (5) business days’ prior written notice to the other party. Upon expiration or termination of the Agreement the license granted to Evaluator hereunder shall expire, Evaluator shall promptly, but within no longer than three (3) days following any termination or expiration of the Agreement remove and delete the Product and any materials that embody the Product (collectively, “Product Materials”) from all of its computers and servers and return or destroy all copies of the Product in its possession (including without limitation any and all documentation provided with it or that refer to it). Sections 2 to 8 of this Agreement shall survive any termination or expiration of this Agreement.
6. Ownership. All right, title, and interest in and to the Evaluator’s intellectual property and any data of the Evaluator, are and shall remain the sole and exclusive property of the Evaluator. All right, title, and interest, including any intellectual property rights in and to the Product, any know-how learned or obtained by Legit during the course of this Agreement and any and all improvements and derivative works thereof are and shall remain owned solely by Legit or its licensors. Evaluator grants Legit a perpetual, irrevocable, non-exclusive, non-transferable, royalty-free license to any anonymous information, which is derived from the use of the Product (which shall include but not be limited to the metadata, aggregated and/or analytics information) which is not personally identifiable information (“Analytics Information”). Legit may use such Analytics Information for any purpose including for development, to improve Legit’s services, for marketing the Product and/or for statistical purposes.
7. Disclaimer of Warranty and Limitation of Liability. Except as expressly provided in this Agreement, the Evaluator acknowledges and agrees that the Product is provided to the Evaluator “AS IS” without any warranties whatsoever concerning the use or performance thereof. Legit expressly disclaims, and the Evaluator hereby expressly waives all other warranties of any kind whatsoever, express, implied and statutory. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS AND/OR GOODWILL. EXCEPT IN THE EVENT OF A PARTY’S WILLFUL MISCONDUCT, NEITHER PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED TEN DOLLARS US (US$ 10).
8. Miscellaneous. This Agreement constitutes the full and entire understandings and agreements between the parties; neither party may assign this Agreement without the prior written consent of the other party; no modification to any provision of this Agreement shall be binding unless in writing and executed by or on behalf of both parties; this Agreement shall be governed by and construed under the laws of the State of New York, without reference to its conflict of laws principles.
I HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.
Last updated: October 29, 2024