1. LICENSE
HUMAN hereby grants, at no cost, to Client a limited, non-exclusive, non-transferable, revocable right and license to allow its employees to access and use the Proof of Concept Services strictly for the purposes of its internal evaluation. Client is responsible for the use of the Proof of Concept Services by its employees and their compliance with the Agreement. Client shall not (a) reproduce, modify, reverse engineer, make derivative works of, publicly display, distribute, sell, sublicense, or otherwise exploit all or any portion of the Proof of Concept Services or (b) access or use the Proof of Concept Services for the purpose of: (i) developing or operating products or services intended to be offered to third parties or (ii) allowing access to its account by a competitor of HUMAN.
2. DATA
To the extent HUMAN processes any Client data that is defined as Personal Data (as defined in the DPA), the processing by HUMAN of such Personal Data is governed by the HUMAN Data Processing Agreement (“DPA”) which is available at https://www.humansecurity.com/data-processing-addendum and incorporated by reference herein.
3. CONFIDENTIAL INFORMATION
Confidential Information means any information disclosed under the Agreement that (a) if tangible, is clearly marked as “Confidential” or with a similar designation; (b) if intangible, is identified as “Confidential” by discloser at the time of disclosure and confirmed in writing to recipient as being Confidential Information; or (c) from the relevant circumstances should reasonably be known by recipient to be confidential (e.g. pricing, product plans, non-public Personal Data, etc.). Confidential Information does not include any portion of the information that recipient can prove (a) was rightfully known to recipient before receipt from discloser; (b) was generally known to the public on the Effective Date; (c) becomes generally known to the public after the Effective Date, through no fault of recipient; (d) was received by recipient from a third party without any confidentiality obligation; or (e) was independently developed by recipient without breach of this Section 3. Recipient will (a) use Confidential Information only for the purposes of furthering the business relationship between the parties; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except (1) to employees, consultants, and agents who (i) have a need to know it in order to carry out their obligations under the Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in the Agreement, or (2) as required by law.
4. OWNERSHIP
HUMAN owns all intellectual property rights, title and interest in and to the Proof of Concept Services. Client agrees that HUMAN may use and modify any feedback provided to HUMAN without restriction or payment. Provided Client is not identified nor capable of being identified as the source of data, during the Term and thereafter, Client agrees that HUMAN may (a) share and publish details related to a threat (including the originating IP address) that HUMAN reasonably believes it has identified, (b) use and analyze Client data to provide, improve and support its products and services, and (c) share aggregated anonymous data with third parties for industry research and analysis and other similar purposes.
5. DISCLAIMER
THE PROOF OF CONCEPT SERVICES ARE PROVIDED ON AN "AS IS" BASIS. HUMAN HEREBY MAKES NO, AND DISCLAIMS ALL, WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, PAST OR PRESENT, OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ACCURACY, INCLUDING THE RESULTS OBTAINED OR CONCLUSIONS DRAWN FROM USE OF THE PROOF OF CONCEPT SERVICES, OR THAT ACCESS TO THE PROOF OF CONCEPT SERVICES WILL BE UNINTERRUPTED OR THAT THE PROOF OF CONCEPT SERVICES WILL BE ERROR-FREE.
6. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (A) UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT, CONTRACT, OR OTHERWISE, SHALL HUMAN BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES, AND LOSS OF GOODWILL, BUSINESS OR DATA, EVEN IF CLIENT SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) THE MAXIMUM AGGREGATE LIABILITY OF HUMAN IN CONNECTION WITH THE AGREEMENT SHALL BE LIMITED TO $100. The Parties have relied on these limitations in determining whether to enter into the Agreement.
7. TERM AND TERMINATION
The Agreement shall be in effect for the Term set forth in the Agreement between Client and HUMAN. The Agreement may be renewed for an additional thirty (30) day period upon mutual consent of both parties. Either party may terminate the Agreement prior to the end of the Term effective immediately upon written notice.
8. GENERAL
The Agreement shall be governed and enforced under the laws of New York and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions hereunder shall be the state and federal courts in New York County, New York, and each Party hereby waives any jurisdictional, venue or inconvenient forum objections thereto. Each Party waives any right to a jury trial. Neither party may assign the Agreement except upon the advance written consent of the other party, except that HUMAN may assign the Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of HUMAN's assets or voting securities upon notice to Client. The relationship of the parties under the Agreement is that of independent contractors, and the Agreement will not be construed to imply that either party is the agent of the other. There are no third party beneficiaries to the Agreement. The Agreement is not exclusive to either party. The Agreement may be amended only in writing, signed and executed by a duly authorized representative of each party; provided that HUMAN may amend these Terms and Conditions by posting an updated version at the same URL. Any notices under the Agreement must be sent by email to HUMAN at legal@humansecurity.com and to Client at the email address associated with Client’s account. The Agreement constitutes the complete and entire expression of the agreement between the parties, and supersedes any and all other proposals, both oral and written, representations, warranties and agreements, whether written or oral, with respect to the subject matter hereof. No terms or conditions set forth on any Client purchase order, preprinted form or other document shall add to or vary the terms and conditions of the Agreement, and all such terms or conditions shall be null and void. The waiver of any breach or default of the Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in the Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of the Agreement will remain unaffected. Headings used herein are for reference purposes only, not for interpretation hereof.