Effective Date* (today's date):
THIS LIMITED TRIAL AGREEMENT (“Agreement”) is made and entered into as of the date above (the “Effective Date”), by and between Cancun Systems, Inc., a Delaware corporation, with principal offices at 4655 Old Ironsides Dr., Suite 460, Santa Clara, CA, 95054, USA (“Company”) and the party identified above hereto (“Licensee”). The parties are entering into a trial phase with intent to engage in one or more business transactions upon successful completion the trial. Specific terms of the trial testing are set forth on Exhibit A.
1. License Grant. Company grants to Licensee, during the term of this Agreement, for the charges (listed in Exhibit A), a temporary, non-exclusive, non-transferable (except as specified otherwise in this Agreement) license to use the Product (listed in Exhibit A), and related documentation as provided by Company to Licensee, for evaluation purposes only, as specified in and at the facility shown in Exhibit A. There is no right to sublicense this license. All rights to use the Product are granted on the condition that Licensee is in compliance with this Agreement and will be forfeited for failure to comply. This license does not include any rights to copy, alter, modify, reverse engineer, decompile, disassemble, prepare derivative works, rent, lease, disclose, sublicense, or otherwise transfer the Product, related documentation, or other proprietary information of Company.
2. Ownership. The Product, the related documentation, and all authorized copies thereof, shall remain the exclusive property of Company. Licensee acknowledges that, as between Company and Licensee, the Product and its related documentation, and all copyrights, trade secret rights and other intellectual property rights with respect thereto, are and will at all times be the property of Company, even if suggestions made by Licensee are incorporated into current or subsequent versions of the Product or related documentation. All intellectual property of Licensee brought into or developed under this trial testing arrangement solely by Licensee shall remain the exclusive property of Licensee.
3. Confidentiality. Licensee acknowledges that the Product, related documentation and other related materials provided by Company are confidential information of Company (“Confidential Information”). Licensee agrees to use the Confidential Information only for the limited Term of this Agreement and solely for the purpose of evaluation, and to take all steps reasonably necessary to maintain and protect the Confidential Information in the strictest confidence for the benefit of Company. Licensee agrees that it will not, at any time without the express written permission of Company, disclose the Confidential Information directly or indirectly to any third person, except employees of Licensee who have agreed to be bound by the terms of this Agreement. Company and Licensee can use mutual logos in marketing material, as long as they do not disclose confidential information. The obligation of confidentiality set forth in this Section will survive termination of this Agreement.
4. No Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY PROVIDES THE PRODUCT, AND ASSOCIATED DOCUMENTATION, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS LICENSE AGREEMENT OR COMMUNICATION WITH LICENSEE, AND COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
5. Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. COMPANY'S LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEES, IF ANY, PAID BY LICENSEE UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Term and Termination, and Option to Purchase License. The term of this Agreement (“Term”) shall be as set forth in Exhibit A, unless sooner terminated as provided herein. Company may terminate this Agreement immediately upon notice to Licensee in the case of breach of this Agreement by Licensee. Subject to the following sentence, Licensee agrees to return all Products listed in Exhibit A to Company within ten (10) days after the end of the Term or following any termination of this Agreement. Licensee may at any time elect to obtain a regular license to the Product from Company. If Licensee so elects it shall notify Company and enter into the applicable agreement and pay the applicable fees. If not already terminated, this Agreement shall terminate concurrent with such election by Licensee.
7. General. The parties agree that this Agreement constitutes the complete, full, final, exclusive and entire agreement of the parties and supersedes all previous communications relating to this Agreement and to the subject matter hereof. No modification or amendment of this Agreement shall be binding unless signed by the parties. This Agreement may not be assigned or delegated by either party without the prior written consent of the non-assigning or non-delegating party. Such consent shall not be unreasonably withheld. This Agreement will be governed by California law without regard to choice of law principles. Upon successful trial evaluation by Licensee, Company is authorized to use Licensee’s logos and testimonials for customer references. The parties have executed this Agreement as of the Effective Date. This Agreement may be executed in counterpart. Signatures by image are authorized.
Product Identification: Cancun MemoryLake Platform [PID: ML-100-Base-X-S-TryBuy]
Product Description: MemoryLake Platform. 100 core bundle (about 10 nodes). Unlimited data processing. Free trial expires after 30 days. Risk free offer.
Support: Company website will have support documentation. Free trial offer does not include any additional support by Company.
Please enter your name to sign this agreement*