UK Software Evaluation Agreement
1. LICENSE FOR TRIAL USE AND EVALUATION
(a) Panaseer hereby grants Customer a worldwide, royalty free, non-exclusive and non-transferable license to use internally the Software for evaluation purposes from the Start Date to the End Date as set out above (“the Initial Evaluation Period”).
(b) “Use” within the terms of this Agreement shall be limited to the use of the Software code following a computer installation, (i.e. the reading in and storing of the Software, in whole or in part, on the Panaseer AWS Cloud Platform or such other platform as Panaseer may determine from time to time) in order to perform tasks and use the data and the reports therefrom solely for evaluation purposes.
(c) Customer shall have no obligation to license the Software following the Evaluation. Any future license of the Software will be subject to a separate subscription agreement under Panaseer Subscription and Service Agreement.
(d) According to this Agreement, intellectual property rights of the Software, including but not limited to copyrights, patents, processes, and trademarks shall not be transferred to Customer. Customer acknowledges the intellectual property rights of Panaseer and shall not challenge the legal validity and scope of these rights for any reason. Panaseer warrants that it owns such rights and has the right to allow customer to use the Software during the Evaluation.
(e) Any modifications, additions or new works created by Panaseer or derived from the Software will (together with all applicable intellectual property rights) be owned by Panaseer, and will be included as part of the Software at the sole discretion of Panaseer.
(f) Customer shall not (and shall not attempt to) reverse engineer, decompile, modify or make derivative works of the Software.
(g) Customer is responsible for maintaining the security of its login credentials used to access the Software and will not share those credentials with any third party or permit a third-party to use them.
2. TERM AND TERMINATION
(a) This Agreement shall commence on the date of last signature and shall continue in force until the end of the Initial Evaluation Period when it will automatically terminate.
(b) Should the Customer extend the Agreement beyond the Initial Evaluation Period, then the Customer may request an extension by notifying Panaseer by email specifying the desired duration of the extension in calendar weeks (“Extended Evaluation Period”). Panaseer and you will use reasonable endeavors to agree a suitable extension period. If agreed, Panaseer will agree such extension and the Agreement shall continue in force until the end of the Extended Evaluation Period.
(c) This Agreement may be terminated by the Customer upon immediate written notice to the Panaseer. Panaseer also have the right to terminate the Evaluation at any time in its complete discretion and without liability.
(d) Upon expiration or termination of this Agreement, the license granted hereunder shall immediately terminate. Under no circumstances shall Customer be permitted to use the Software following the expiration or termination of this Agreement without further written agreement.
(e) However, where the Software Evaluation proves successful; and while the Parties are in discussions with the intent to enter into a later Subscription and Service Agreement, then the Customer environment may be maintained at the complete discretion of Panaseer pending the outcome of such discussions.
(f) Termination of this Agreement does not affect any provision of this Agreement which are expressly or by implication intended to survive after that termination.
3. LIABILITY
(a) Subject to clause 3(d), the Software is offered “as-is” and “as-available” during the Evaluation and no representations, conditions, warranties, or other terms of any kind are given in respect of the Platform. Panaseer does not warrant that the Software will meet your expectations or be secure, accurate, error-free or operate on an uninterrupted basis or in combination with any other software or system. the platform and services included in or available through the Evaluation may include inaccuracies or errors. Changes are periodically added to the information therein. Panaseer may make improvements and/or changes in the platform at any time. Panaseer makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, and services contained on the platform for any purpose. Panaseer hereby disclaims all warranties and conditions with regard to the information, software, products, and services, including all implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement.
(b) You warrant and hold us harmless against any damage of any nature and any claim or legal action by a third-party relating to the use of the Platform, including by your own employees and potential customers. You will indemnify us for judgments of any kind, as well as for penalties, damages and reasonable lawyer fees and court costs.
(c) Subject to clause 3(d), our total liability arising out of or in connection with this Evaluation, the Software or the terms of use, whether in contract, tort (including negligence) or otherwise shall in no event exceed one hundred pounds (£100).
(d) Nothing in this Agreement limits any liability which cannot legally be limited or excluded, including liability for (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
4. INTELLECTUAL PROPERTY
(a) You acknowledge that all right, title and interest in and to the Software and all underlying software, technology and other intellectual property belongs exclusively to Panaseer. You shall at no time: (i) copy any feature or design; (ii) attempt to circumvent any security device or access or derive the source code or architecture of the software; (iii) use or access the Software in order to build a competitive solution or assist someone else to build a competitive solution; (iv) load or penetration test the Software or otherwise use the Software in any way that is, or could reasonably be expected to be, detrimental to Panaseer’s ability to provide services to any other customer; (v) use the Software in a manner that violates any applicable law or that is unlawful or fraudulent; or (vi) permit any third-party to do any of the foregoing.
(b) You will retain all rights in your own branding and any content that you upload to the Software. You agree that Panaseer will have a non-exclusive royalty free licence to use your branding and content for the purposes of providing the Evaluation (and, in the case of your branding, in publicity material).
(c) Where Panaseer requests any feedback from you regarding the Software, you agree that Panaseer may freely use, exploit and make available any and all feedback, suggestions, ideas, enhancement requests, recommendations or other information you provide to Panaseer relating to the Software (the “Feedback”) without obligation to you, and you irrevocably assign all rights, title, and interest in that Feedback to Panaseer.
5. CONFIDENTIALITY / DATA
(a) Each Party agrees that all information supplied by one Party and its affiliates and agents (collectively, the “Disclosing Party”) to the other (“Receiving Party”), including, without limitation: (i) source and object code, prices, trade secrets, databases, hardware, software, designs and techniques, programs, engine protocols, models, displays and manuals, and the selection, coordination, and arrangement of the contents of such materials; and (ii) any unpublished information, will be deemed confidential and proprietary to the Disclosing Party, regardless of whether such information was disclosed intentionally or unintentionally or marked as “confidential” or “proprietary” (“Confidential Information”).
(b) For the term of this Agreement and following its termination, both parties undertake to treat any Confidential Information received from the other party in the context of (or pursuant to) this Agreement in a confidential manner, and neither convey nor disclose such data or information to third parties nor use it for purposes other than for the performance of this Agreement.
(c) Each Party recognises the importance of the other’s Confidential Information. In particular, each Party recognises and agrees that the Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected. Accordingly, each Party agrees as follows: (i) the Receiving Party will hold any and all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of this Confidential Information as the Receiving Party employs with respect to its own Confidential Information of a like importance; and (ii) the Receiving Party may disclose or provide access to its responsible employees and agents who have a need to know and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder.
(d) Unless you purchase a subscription to the Software before the end of the Evaluation, or unless Panaseer agrees otherwise in writing, all of your data in the platform (excluding any Feedback, Software Usage Data and Security Metrics Data) will be permanently deleted upon termination or expiry of this Agreement and Panaseer will not recover it.
(e) Each party shall comply with the provisions of any law applicable to the protection of personal data in effect from time to time, including the UK General Data Protection Regulation and the Data Protection Act 2018, to the extent it applies to each of us.
(f) Panaseer may collect and use Software Usage Data for the following purposes:
- product improvement (in particular, product features and functionality, workflows and user interfaces) and development of new Panaseer products and services (including machine learning technologies);
- improving resource allocation and support;
- internal demand planning;
- improving product performance; and
- any other legitimate interest purpose which Panaseer may reasonably deem necessary.
(g) Panaseer may collect and use Anonymised Security Data to offer enhanced insights for the Customer in the following ways:
- product improvement (in particular, product features and functionality, workflows and user interfaces) and development of new Panaseer products and services (including machine learning technologies);
- identification of anonymised industry trends and developments, creation of indices and anonymous benchmarking; and
- any other legitimate interest purpose which Panaseer may reasonably deem necessary.
(h) Anonymised industry trends, indices and anonymous benchmarks created from aggregated Anonymised Security Data shall not be shared with third parties in a manner attributable to Customer or any individual.
(i) For the purposes of this clause 5:
- “Software Usage Data” means non-personally identifiable usage information that is automatically collected and reported by the Software about how the Software is used by Customer; and
- “Anonymised Security Data” means security data where all information that identifies a Customer, their assets or users has been anonymised. This data may include generic qualifiers regarding Customer’s industry and/or size.
6. FINAL PROVISIONS
(a) This Agreement shall enter into effect after being validly signed by both the parties.
(b) This Agreement contains all the agreements between the parties in connection with the provision of the services herein described. No other representations whether verbal or written shall apply.
(c) This Agreement and the rights and duties arising out of or in connection with it are not assignable or delegable to any third-party without expressed written permission.
(d) This Agreement, and any dispute, controversy or proceeding arising out of or relating to this Agreement whether in contract, tort, common or statutory law, equity or otherwise, shall be governed by the laws of England and Wales and subject to the jurisdiction of the English Courts.