Data Integrity Suite Early Access Evaluation Agreement

IMPORTANT: DO NOT USE THE LICENSED PRODUCT UNTIL YOU HAVE READ AND AGREED TO THIS DATA INTEGRITY SUITE EARLY ACCESS EVALUATION AGREEMENT. This is an agreement between you ("Client") and Precisely Software Incorporated (“Precisely”)or its affiliate operating in your geography. By clicking “Accept” when presented these terms or by accessing the Licensed Product, you are agreeing to the terms set forth in this Data Integrity Suite Early Access Evaluation Agreement (the “Agreement”). If you are accessing the Licensed Product on behalf of a company or organization, you certify that you are authorized to agree to this Agreement on behalf of such organization, and “Client” as used in this Agreement will mean all authorized users within your organization. IF YOU ARE NOT WILLING TO BE BOUND BY THE AGREEMENT, do not execute the Agreement or access or use the Licensed Product and immediately send the Licensed Product and any other Confidential Information, as defined herein, back to Precisely, attention Contract Administration.

1. License and Proprietary Rights.
   1. Grant of License. Precisely grants Client a limited, non-exclusive, non-transferable license during the Term to use the pre-release, experimental version of the Precisely Data Integrity Suite product (the “Licensed Product”) and related user manuals and documentation solely to evaluate the Licensed Product and to provide feedback to Precisely, in accordance with the terms set forth herein. In addition to the terms of this Agreement, product-specific license terms applicable to certain Licensed Product can be found at https://www.precisely.com/legal/licensing and are hereby incorporated into this Agreement by reference. Client agrees to evaluate and test the Licensed Products and provide Precisely Feedback (defined in Section 1d) to assist in future development of the Licensed Products. Precisely may also collect certain technical information regarding Client’s use of the Licensed Products for the purpose of improving the Licensed Products.
   2. Client Data. Client hereby grants to Precisely a limited license to use any data, information or other material provided, uploaded, or submitted by Client to the Licensed Product in the course of using the Licensed Product hereunder solely to the extent required under this Agreement. For the avoidance of doubt, Client acknowledges and confirms that the data licensed for use to Precisely does not include any data that would identify an individual (“Personal Data”) under data privacy and security rules and regulations (“Data Protection Laws”). Client acknowledges and agrees that where its use of the Precisely Licensed Product is in connection with any “Personal Data” that will subject Precisely to applicable Data Protection Laws, the parties will enter into a Data Processing Addendum to govern Precisely’s processing of such Personal Data.
   3. Limitations. Client is not permitted to: (i) reverse engineer, decompile or disassemble the Licensed Product; (ii) make derivative works of the Licensed Product; (iii) make copies of the Licensed Product; (iv) sublicense, rent, lease, lend or host the Licensed Product to or for other parties; (v) separate the components of Licensed Product or install and use such components separately and independently of the Licensed Product they comprise; (vi) use Licensed Product to translate a third party’s products unless you have the legal right to do so; (vii) attempt to unlock or bypass any initialization system, encryption methods or copy protection device incorporated into the Licensed Product; (viii) alter, remove or obscure any patent, copyright or trademark notice contained in the Licensed Product; (ix) use the Licensed Product in any productive manner or for any other purpose not expressly granted hereunder; (x) use the Licensed Product to send or store infringing, obscene, threatening or unlawful or tortious material or disrupt other users of the Licensed Product, network services or network equipment. Disruptions include, but are not limited to, denial of Licensed Product attempts, distribution of unsolicited advertising or chain letters, propagation of computer worms and viruses, or use of the Licensed Product to make unauthorized entry to any other device accessible via the network; (xi) store or append to Client's database vector data (including latitude/longitude or "x, y" coordinates) for any purpose; (xii) provide vector data to third parties; or (xiii) provide access to the Licensed Product to any third party. No deployment or production of product-based applications is permitted under any license granted in this Agreement. The occurrence of any of the foregoing will be deemed a material breach and Precisely may immediately terminate this Agreement.
   4. Ownership. The Licensed Product are the proprietary and copyrighted property of Precisely and its third-party suppliers, who reserve all rights not expressly granted to Client herein. Client hereby assigns to Precisely all right, title, and interest (including all rights in copyright and resulting patents) in any feedback, suggestions, impressions and written materials provided to Precisely related to Client’s use of the Licensed Product (collectively “Feedback”), exclusive of Client’s pre-existing Confidential Information. At Precisely’s request, Client will sign an appropriate document to assign such rights.
2. Fees. The Licensed Product are licensed to Client during the Term at no cost.
3. Term, Termination.This Agreement will commence on the date these terms are accepted or upon Client first accessing the Licensed Product and will continue for a period of one years (the “Term”). The Term may be extended upon the written consent of the parties. Either party may terminate this Agreement upon written notice to the other party. Following termination of the Agreement and/or expiration of the Term, Client will immediately discontinue all use of the Licensed Product and return or otherwise purge any related Confidential Information. At Precisely’s request, Client will certify in writing to Precisely that Client has taken all actions required in this paragraph.
4. Confidentiality.
   1. Confidential Information.“Confidential Information” means all confidential and proprietary information of either party (“Disclosing Party”), including but not limited to, each party’s and its affiliates: (i) the License Product and related user manuals and documentation and Feedback (ii) customer and prospect lists, names or addresses, existing agreements with Disclosing Party and business partners; (iii) pricing proposals, financial and other business information, data processes and plans; (iv) research and development information, analytical methods and procedures, hardware design, technology, financial information, personnel data; (v) business practices, know-how, marketing or business plans; (vi) this Agreement, documentation, support guidelines, and training materials; and (vii) any other information identified in writing as confidential or information that the receiving party knew or reasonably should have known was confidential, in each case that is disclosed to the other party (“Receiving Party”) or to which the Receiving Party gains access in connection with this Agreement.
   2. Use of Confidential Information.The Receiving Party agrees: (i) to hold the Disclosing Party’s Confidential Information in strict confidence, and apply at least the standard of care used by the Receiving Party in protecting its own Confidential Information, but not less than a reasonable standard of care, and not to disclose such Confidential Information to any third party; and (ii) without the written permission of the Disclosing Party, not to use any Confidential Information of the Disclosing Party except as reasonably required to exercise its rights or perform its obligations under this Agreement. Each party agrees to cause its employees, subcontractors, and agents, who require access to such information to abide by such obligations.
   3. Exclusions.The foregoing obligations do not apply to information that:(i) is already public or becomes available to the public through no breach of this Agreement; or (ii) was in the receiving party’s lawful possession before receipt from the disclosing party; or (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation; or (iv) is independently developed by or on behalf of the Receiving Party without use of any Confidential information.
   4. Protective Order. If a Receiving Party is compelled to disclose the Confidential Information by a governmental agency or a court of law having proper jurisdiction, the Receiving Party will give the Disclosing Party reasonable notice to enable such party to try to protect the confidentiality of the Confidential Information.
   5. Equitable Relief. Disclosing Party may be irreparably damaged if the obligations under this Section are not enforced and as such may not have an adequate remedy in the event of a breach by Receiving Party of its obligations hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in addition to other available remedies, an injunction restraining any actual, threatened or further breaches of the Receiving Party's obligations under this Section or any other appropriate equitable order or decree.
5. Warranties; Limitation of Liability. Client acknowledges that the Licensed Product are pre-release versions and may contain errors, omissions, and programming issues. Precisely will have no obligation to correct any defects or programming issues in the Licensed Product or to ensure that the Licensed Product operate properly or to ever release the Licensed Product as a publicly available product offering. CLIENT ACCEPTS THE LICENSED PRODUCT “AS IS” AND UTILIZES THE LICENSED PRODUCT AT ITS OWN RISK. PRECISELY MAKES NO WARRANTIES HEREUNDER AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PRECISELY AND ITS THIRD-PARTY LICENSORS WILL NOT BE LIABLE IN ANY EVENT TO CLIENT OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, MULTIPLE OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY CLIENT’S USE OF THE LICENSED PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. GENERAL.
   1. Applicable Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York without regard to its principals of conflict of laws. In the event of any dispute arising out of or relating to this Agreement, a suit will be brought only in a federal or state court of competent jurisdiction located in New York County in the State of New York. If Client is located in Canada, this Agreement will be governed by the laws of the Province of Ontario. Ontario’s principles of conflict of laws or the United Nations Convention on contracts for the international sale of goods will not apply to this Agreement. In the event of any dispute arising out of or relating to this Agreement, a suit will be brought only in the General Division of the Ontario Court of Justice.
   2. Assignment. Client will not assign its rights or obligations under this Agreement without the prior written consent of Precisely.
   3. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of the Agreement will remain in full force and effect.
   4. Conflicting Terms. This Agreement and all appendices, exhibits, schedules and attachments thereto constitute the sole and complete agreement between the parties with regard to its subject matter, may not be modified or amended except by a writing signed by both parties, and supersedes all proposals, understandings, representations, prior agreements or communications relating to the Licensed Product and the subject matter of this Agreement.