Product evaluation, including any installation services provided by Platform Science in connection there with (“Services”), shall be free of charge to the Customer provided the Customer adheres to the terms and conditions of this Evaluation Agreement.
The “Evaluation Agreement Order Form” is an order form executed by the Parties and identifies the Product(s) and/or Services within the scope of this Evaluation Agreement, including, but not limited to, a listing of applications to be made available to Customer during the Evaluation Period (defined below).
Platform Science may revise and update this Evaluation Agreement from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Product thereafter. Your continued use of the Product following the posting of a revised Agreement means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Customer hereby accepts the end user license agreement for Platform Science-branded applications available at EULA (or such other URL as specified by Platform Science), as may be updated by Platform Science from time to time. If any third-party applications are to be made available in the Product, the URL for the end user license agreement(s) (a “3rd Party EULA”) shall be set forth in the Evaluation Agreement Order Form, with usage of such third-party applications by Customer constituting acceptance of such 3rd Party EULA.
The duration of time that Customer will be permitted to evaluate the Product (the “Evaluation Period”) shall be stated in the Evaluation Agreement Order Form. Any change to the Evaluation Period must be by written agreement of the Parties via an updated Evaluation Agreement Order Form. Notwithstanding the foregoing, Platform Science reserves the right to terminate the Evaluation Period at any time in its sole discretion.
At the conclusion of the Evaluation Period, Customer shall immediately cease use of Product, eliminate access to Product by any user, decommission the Product from Customer systems and, if requested, return, at its cost, all hardware components of the Product to Platform Science.
7. General Terms
a.) Limited license and Restrictions. Subject to Customer’s compliance with the terms and conditions of this Evaluation Agreement, Platform Science hereby grants to Customer, a limited, royalty-free, non-exclusive, non-transferable, revocable, non-commercial license under Platform Science’s copyrights and trade secrets, to use the Platform Science-proprietary software contained in the hardware solely to evaluate the Product during the Evaluation Period for prospective purchase by Customer. Except to the extent expressly set forth in the immediately foregoing limited license, no Platform Science intellectual property rights are granted by Platform Science under or as a result of this Evaluation Agreement, whether expressly, implicitly, by operation of law or otherwise). Customer shall not, and shall not allow any third party, including employees and contractors: (a) decompile, disassemble, or otherwise reverse engineer the Product or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Product by any means whatsoever; (b) distribute, sell, sublicense, share, rent, lease or use the Product or documentation for time sharing, hosting, service provider or like purposes; (c) remove any product identification, proprietary, copyright or other notices contained in the Product and documentation; (d) modify, adapt, create a derivative work of, merge or translate any part of the Product or documentation, or incorporate the Product or documentation into or with other software or service; (e) publicly disseminate information or analysis of Product use, features, functionality or performance (including without limitation comparisons with third party products or technology) to any source; (f) utilize any equipment, device, software, or other means designed to circumvent or remove any form of license key or copy protection used in connection with the Product; (g) use the Product or documentation as a component of, as a base for, or to develop a product which is competitive with any products and services offered by Platform Science.
b.) Ownership; Intellectual Property Rights. Customer acknowledges that, as between the Parties, Platform Science and/or its licensors solely and exclusively owns all copyrights, trademarks, patents, trade secrets and/or all other intellectual property rights (“IP Rights”) in and to the Product and Services, including without limitation all software, hardware and documentation. Customer acknowledges and agrees that any information provided by or on behalf of Customer to Platform Science in the form of feedback, comments, suggestions, ideas, or other communications that could be used to improve or modify the Product or Services or any component thereof (“Feedback”) shall belong exclusively to Platform Science and Platform Science shall be free, without any obligation whatsoever, including without limitation the payment of any royalty or other amount, to develop, cite, adopt, take action to protect related intellectual property rights, commercialize, and market the ideas or content contained in such Feedback.
c.) Confidentiality. Customer acknowledges and agreed that Platform Science may share or Customer may otherwise obtain proprietary and confidential information relating to the Product or Services, including without limitation, documentation, systems, technologies, know-how, ideas, algorithms, testing procedures, structure, interfaces, specifications, documentation, bugs, problem reports, analysis and performance information, and other technical, roadmap, business plans, marketing strategies and data, whether or not marked as confidential (“Confidential Information”). Customer shall not disclose Confidential Information to any third party without the written consent of Platform Science or use Confidential Information for any purpose other than Product evaluation for prospective purchase pursuant and subject to the terms and conditions of this Evaluation Agreement.
d.) Support and Maintenance. Platform Science is not obligated to provide any support or maintenance for the Product during the Evaluation Period.
e.) Disclaimer of Warranties. THE PRODUCT (AND ALL COMPONENTS THEREOF) AND ALL SERVICES ARE ALL PROVIDED ON A STRICT “AS IS” BASIS, AND PLATFORM SCIENCE MAKES NO, AND HEREBY DISCLAIMS ALL, WARRANTIES (WHETHER EXPRESS, IMPLIED OR STATUTORY) TO ANY PERSON OR ENTITY IN CONNECTION WITH, ARISING OUT OF OR RELATED TO THIS EVALUATION AGREEMENT, THE PRODUCT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE PRODUCT’S FUNCTIONS WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE CUSTOMER’S USE OF THE PRODUCT IS SOLELY WITH CUSTOMER.
f.) Liability Exclusions and Limitations. IN NO EVENT SHALL PLATFORM SCIENCE BE LIABLE UNDER ANY FORM OF ACTION, INCLUDING, WITHOUT LIMITATION, UNDER CONTRACT, TORT, STRICT LIABILITY, INDEMNIFICATION OR OTHER LEGAL OR EQUITABLE THEORY, FOR (I) ANY INDIRECT OR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF USE, LOSS OR ALTERATION OF DATA, OR INTERRUPTION OF BUSINESS), OR FOR LEGAL FEES, ARISING OUT OF THE USE OF THE PRODUCT OR DOCUMENTATION OR THE SERVICES (OR THE CUSTOMER APPLICATION), OR (II) FOR ANY OTHER DAMAGES IN EXCESS OF FIFTY U.S. DOLLARS (USD $50), EVEN IF PLATFORM SCIENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THE LIMITATIONS OF THIS SECTION ARE ESSENTIAL AND THAT PLATFORM SCIENCE WOULD NOT PERMIT CUSTOMER TO USE THE PRODUCT ABSENT THE TERMS OF THIS SECTION. THIS SECTION SHALL SURVIVE AND APPLY EVEN IF THE PRODUCT SHALL BE FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
g.) Non-Assignment. Customer may not assign this Evaluation Agreement or delegate any duties hereunder without the prior written consent of Platform Science in its sole discretion.
h.) Severability. If any provision of this Evaluation Agreement shall be found by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that the Evaluation Agreement shall otherwise remain in effect.
i.) Survival of Obligations. Upon the expiration or termination of the Evaluation Period, this Evaluation Agreement shall terminate; provided, the Parties agree that their respective obligations and duties under Sections 3, 6, and 7 shall survive any expiration or termination of the Evaluation Agreement.
j.) Governing Law; Jurisdiction. This Evaluation Agreement shall be governed in all respects by the laws of the State of California, United States of America, without giving effect to its internal conflict of law provisions. Any dispute, claim or controversy arising from or relating to this Evaluation Agreement, or the breach or validity thereof, will be adjudicated only by a court of competent jurisdiction in the County of San Diego, State of California, and the Parties hereby expressly consent to the personal jurisdiction of such courts and waive any objections to such exclusive jurisdiction and venue.
k.) Product Data. Customer acknowledges and agrees that use of the Product is subject to the Platform Science Privacy Notice located at platformscience.com/privacy-notice (or such other URL as specified by Platform Science), as may be updated by Platform Science from time to time. Additionally, Platform Science reserves the right to collect, analyze and utilize Non-Identifiable Data (defined below) generated from Customer’s use of the Product, for internal purposes including research, benchmarking, and developing enhancements to the Product and/or other Platform Science products or services. The term “Non-Identifiable Data” shall mean data that has been extracted, compiled, analyzed, modified or aggregated in such a manner that the individual source of the data cannot reasonably be identified.
l.) Entire Agreement. The Parties agree that this Evaluation Agreement, including any referenced URL’s, is the complete agreement between the Parties concerning the subject matter of this Evaluation Agreement and replaces any prior or contemporaneous oral or written communications between the Parties.