Titaniam, Inc. Evaluation Agreement
This Evaluation Agreement (the “Agreement”), dated 9/22/2020 (“Effective Date”), is made by and between Titaniam, Inc. a Delaware corporation (“Titaniam”), and the registrant on behalf of their company, (“Evaluator”).
WHEREAS, Titaniam is willing to supply under the terms and conditions of this Agreement, access to an evaluation version of Titaniam’s product (the “product”) to Evaluator solely for testing and internal evaluation purposes, and not for any production use (“Evaluation”);
WHEREAS, Evaluator desires to have access to the Product, and is willing to enter into this Agreement to use and test the Product;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth, the parties hereby agree as follows:
- Use of Product; Restrictions.Subject to the terms of this Agreement, Titaniam hereby grants to Evaluator a nontransferable, nonsublicensable, nonexclusive, revocable license to access and use the Product in accordance with the documentation supplied by Titaniam solely for Evaluator’s Evaluation purposes during the term of this Agreement. Except as expressly set forth in this Agreement, Evaluator shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Product (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Product; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Product; (iv) use the Product for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Product or any portion thereof; (vi) use the Product to build an application or product that is competitive with any Titaniam product or service; (vii) interfere or attempt to interfere with the proper working of the Product or any activities conducted by the Product; or (viii) bypass any measures Titaniam may use to prevent or restrict access to the Product (or other accounts, computer systems or networks connected to the Product). Evaluator is responsible for all of Evaluator’s activity in connection with the Product. Evaluator (x) shall use the Product in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Evaluator’s use of the Product (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (y) shall not use the Product in a manner that violates any third party intellectual property, contractual or other proprietary rights. Titaniam is under no obligation to provide technical support under the terms of this Agreement, and provides no assurance that any specific errors or discrepancies in the Product will be corrected. Evaluator understands that Titaniam may modify the Product and/or cease supporting old versions or releases of the Product at any time in its sole discretion. Evaluator will pay Titaniam the fee set forth in the FEES section at the end of this agreement.
- Data; Deletion. “Product Data” shall mean any data, information or other material provided, uploaded, or submitted by Evaluator to the Product in the course of using the Product. Evaluator acknowledges and agrees that the Product is subject to a limitation on the length of time that Product Data will be stored (60 days, unless otherwise agreed by Titaniam in writing) and that Product Data which exceeds this limitation may be automatically deleted by the Product. In addition, Titaniam may (but is not obligated to) delete all Product Data upon termination or expiration of this Agreement.
- Ownership; Feedback.As between the parties, Titaniam retains all right, title, and interest in and to the Product, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Titaniam for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Evaluator hereunder shall be deemed a part of the “Product” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Evaluator may from time to time provide suggestions, comments or other feedback to Titaniam with respect to the Product (“Feedback”). Feedback, even if designated as confidential by Evaluator, shall not create any confidentiality obligation for Titaniam notwithstanding anything else. Evaluator shall, and hereby does, grant to Titaniam a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Titaniam’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Evaluator may develop, produce, market, or distribute. In addition, and notwithstanding anything to the contrary, Evaluator acknowledges and agrees that Titaniam may (i) internally use and modify (but not disclose) Product Data for the purposes of (A) providing the Product to Evaluator and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use and make available Aggregated Anonymous Data for Titaniam’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Titaniam’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Titaniam in connection with Evaluator’s use of the Product, but only in aggregate, anonymized form which can in no way be linked specifically to Evaluator.
- Warranty Disclaimer.THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, SECURITY, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
- Indemnification.Evaluator will defend, indemnify and hold harmless Titaniam and its affiliates, and each of their respective directors, officers, employees, agents, contractors and suppliers, from and against all claims, damages, losses, liabilities, costs and expenses (including reasonable attorney and expert witness fees) arising out of or related to (i) Evaluator’s breach of this Agreement, (ii) Product Data, or (iii) Evaluator’s use of or inability to use the Product.
- Limitation of Remedies and Damages.IN NO EVENT SHALL TITANIAM, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.
- Term.The term of this Agreement commences on the Effective Date and terminates on the earlier of (a) Evaluator’s notice that it has completed the Evaluation or (b) Titaniam providing notice to Evaluator (in its sole discretion) that the Evaluation has ended. Upon any expiration or termination, all rights, obligations and licenses shall cease, except that (a) all obligations that accrued prior to termination and remedies for breach shall survive, (b) the provisions of Sections 2, 3, 4 and 6 shall survive.
- General.This Agreement represents the entire agreement between Evaluator and Titaniam with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Evaluator and Titaniam with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Except as otherwise provided herein, this Agreement may be amended only by a writing executed by both parties. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Titaniam may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
Product: Titaniam protects sensitive data stored in Big Data Search Indices. By combining data entanglement with real-time search, and policy-based data reconstruction, Titaniam reduces run-time index vulnerability, supports compliance, and prevents the loss of sensitive data in clear text, in the event of misconfiguration or unauthorized access.
- $ 0 for 60 days from the date of this agreement