Last updated: March 11, 2022
1. Free Evaluation. Subject to the terms in this Agreement, we grant you a limited, non-transferable, non-exclusive, right to access and use our Platform for free until end of year 2022, in order for you to evaluate and test it for your internal business purposes. We can add or remove features from the Platform at any time during the evaluation.
2. What you can and can’t do. You should (i) use our Platform for legal purposes and in a way that doesn’t violate any laws or someone else’s rights, (ii) not interfere with the operation or the security of our Platform, and (iii) respect our intellectual property rights in the Platform by not modifying, copying, loaning, sublicensing, reverse-engineering, distributing, disclosing, transferring, or selling any part of our Platform or anything else we provide through our Platform.
3. Who owns what. Except for the rights we grant you in Sections 1 and 4, we own the Platform, and all of its intellectual property rights. We don’t grant you any other licenses or other rights of any kind under this Agreement. We reserve all rights we don’t expressly grant you. You’re responsible for, and own, your data and any content you transmit through the Platform. You grant us the right to process and store your data and content so we can provide you the Platform.
We own and can freely use any suggestions, enhancement requests, recommendations, or other feedback that you provide us about the Platform.
4. Confidential Information (“CI”). “CI” means all information disclosed by one party to the other that should reasonably be understood to be confidential because of how the information was disclosed, the type of information, or how it’s labeled. CI may be disclosed in writing, electronically, or in any other way. A party will (i) take reasonable steps to protect the other’s CI from unauthorized use or disclosure similar to the steps it would take to protect its own, similar information, (ii) not disclose CI to any third party, and (iii) not use the other’s CI other than as part of this Agreement. A party can disclose the other’s CI to its employees and other agents (“Reps”) who need to know the CI to evaluate the Platform, and who are required to protect the CI under terms similar to those here. Our CI specifically includes the Platform and this Agreement.
5. Beta Platform. While we’re making every effort to design a high quality Platform, the Platform is still in beta. The Platform is not generally available or meant for use in a production environment, so you may encounter some issues while using it. We can’t guarantee that we will make the Platform (or any similar offering) generally available, or if made available, that it/they will be similar to the Platform. The Platform is not designed to comply with any specific government regulations or security measures. You should not transmit data or content through the Platform that might be subject to those types of regulations or that require additional security measures.
6. Termination. This Agreement will expire at the end of your evaluation. Either party may terminate this Agreement at any time if they let the other know it wishes to do so. This Agreement will end immediately, without notice, if you don’t comply with any part of it. We may discontinue the Platform or suspend, revoke, or limit use of the Platform at any time.
When this Agreement expires or ends, all rights granted under this Agreement will immediately end and you will stop using the Platform. You will either destroy or return to us any Salesroom CI that you (or your Reps’) have. You will retrieve your data and content from the Platform before this Agreement expires or ends. We will delete any of your data and content from the Platform when this Agreement expires or ends.
7. No Warranties; Limitations. THE PLATFORM IS PROVIDED BY US “AS IS”, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHICH WE EXPRESSLY DISCLAIM. WE DON’T GUARANTEE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM, THAT YOUR USE OF THE PLATFORM WILL BE SECURE, ERROR-FREE, OR UNINTERRUPTED, OR THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS.
Except for the obligations under Section 4 and a party’s breach of the other’s intellectual property rights, neither party is liable to the other, regardless of the type of claim, for any direct, indirect, consequential, or other damages of any kind under this Agreement, including, for example, any damage or injury to business earnings, lost profits, or data, even if one party knows that those damages can occur.
8. Extra Stuff. This Agreement is the only set of terms that governs our relationship and it overrides any other arrangements or agreements we might have in place about our relationship. This Agreement can’t be changed unless both you and Salesroom agree to the change in writing. Neither party will use the other’s name or logo in any press release or other public statements or marketing materials. If there’s a legal dispute, New York substantive laws will govern this Agreement. The parties are independent contractors.