Hypori Trial License Agreement
Terms and Conditions
- License Grant/Limitations/Restrictions Trial Term
This Trial Agreement (“Agreement”) will remain in effect for the duration of the trial period. The individual who has registered and signed up for the trial represents and warrants that he or she has the legal power and authority to enter into this Agreement and to legally bind the Customer (“Customer”) to the terms of this Trial Agreement.
Subject to the terms and conditions of this Agreement and the Hypori End User License Agreement (EULA), Hypori hereby grants Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable, limited license to use the Software and Documentation during the trial period solely for Customer’s own business purposes and strictly for purposes of its own internal evaluation of the Software and not for any commercial or competitive purpose. All rights not expressly granted to Customer are reserved by Hypori.
- Limitations on Use
Customer may not release to any third party the results of any evaluation of the Software performed by Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes without the prior written approval of Hypori.
- Trial Period and Requirements to Convert to a full Subscription License
The trial period for the Software is thirty (30) days and begins on the date Customer receives access from Hypori. The trial period may be extended by mutual Agreement of the parties in writing. Customer acknowledges and agrees that, at the end of the trial period, Customer’s access to the Software will be AUTOMATICALLY terminated, with or without notice, unless Customer elects to license the Software on a paid subscription basis. Customer must contact Hypori at least two (2) business days prior to the trial expiration date if Customer wishes to continue using the Software beyond the trial period.
- Customer Data
To the extent Customer enters any Customer Data into the Software, Customer, not Hypori, shall have sole responsibility for the accuracy, quality, integrity, legality, and intellectual property ownership or right to use all Customer Data, and Hypori shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of such Customer Data. Hypori’s use of Customer Data shall be limited to the purpose of providing the Software to the Customer. To the extent Customer enters Customer Data into the Software, Customer agrees and acknowledges that Hypori is not obligated to retain any Customer Data after termination or expiration of the trial period, and (ii) Hypori may delete Customer Data after the end of the trial period, without further obligation or liability to the Customer.
- Suspension and Termination
Hypori reserves the right to suspend or terminate this Agreement and access to the Software, with or without cause, at any time, with or without notice. Customer may terminate the Software, with or without cause, at any time, by providing a written notice to Hypori by submitting a request with Hypori Support (https://hypori.com/support/).
Customer may not assign this Agreement to any third party. Any purported assignment in violation of this Section shall be void. This Agreement and each and all of the provisions hereof bind and benefit the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.
Each party (as a “Receiving Party” hereunder) shall not disclose to any third party, any Confidential Information of the other party (as a “Disclosing Party” hereunder) provided to such Receiving Party in anticipation of, or in connection with the performance of this Agreement. For the avoidance of doubt, this includes Confidential Information provided to the Receiving Party prior to the Effective Date of this Agreement. As used herein, the term “Confidential Information” refers to any and all financial, technical, commercial, or other information concerning the business and affairs of the Disclosing Party, including, without limitation, any cost or pricing information, contractual terms and conditions, marketing or distribution data, business methods or plans. If Confidential Information is (a) provided as information fixed in tangible form or in writing (e.g., paper, disk or electronic mail), such shall be conspicuously designated as “Confidential” (or with some other similar legend) or (b) provided orally, such shall be identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days of disclosure, unless a reasonable person would understand such information to be confidential based on its content. Notwithstanding the above, Hypori Confidential Information shall include the Software and all pricing terms offered to Customer under any Order, and Customer Confidential Information shall include Customer Data. Confidential Information does not include information which (i) becomes generally available to the public other than as a result of a disclosure by the Receiving party, (ii) was available to a party on a non-confidential basis prior to its disclosure by the other party or in connection with the performance by such party of its obligations under this Agreement, or (iii) becomes lawfully available to a party on a non-confidential basis from an independent third party. The Receiving Party will not use Confidential Information for any purpose other than carrying out its obligations as set forth in this Agreement or and shall not disclose Confidential Information to any third party, without the prior written consent of the Disclosing Party and an agreement in writing from the third party that it will adhere to the confidentiality obligations imposed herein. Third parties shall not include agents of the Receiving Party, employees or affiliates of the Receiving Party, attorneys, accountants, and other professional advisors of the Receiving Party, in each case such person must have a legitimate reason to have access to such Confidential Information and must be under a duty to protect such Confidential information which duty is substantially equivalent to the obligations contained herein. Each Receiving Party’s confidentiality obligations with respect to such Confidential Information, shall remain in effect for the term of this Agreement and for a period of three (3) years after the termination or expiration of this Agreement.
This Agreement shall be governed by Virginia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Software shall be subject to the exclusive jurisdiction of the state and federal courts located in the City of Alexandria or County of Fairfax, respectively. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and Hypori as a result of this Agreement or use of the Software. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. This Agreement, (including any other documents referenced therein), comprises the entire agreement between Customer and Hypori regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter. All notices may be made by emailing the contact persons listed on the cover page of this Agreement.
- Trial License Support
During the term of this agreement Customer can submit support incidents via Hypori.com (https://hypori.com/support/), Hypori makes no Service Level commitment for Trial License Support.