SnapLogic – End User Limited Trial Agreement

SnapLogic – End User Limited Trial Agreement

THIS CLICK-THROUGH AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN SNAPLOGIC, INC. A DELAWARE CORPORATION WITH ITS PRINCIPAL PLACE OF BUSINESS AT 1825 SOUTH GRANT STREET, SAN MATEO, CA 94402 (“SNAPLOGIC”), AND YOU, AN ENTITY SEEKING TO USE THE SNAPLOGIC INTEGRATION PLATFORM AS A SERVICE TRIAL ENVIRONMENT (“TRIAL ENVIRONMENT”) ON A LIMITED TRIAL BASIS (“CUSTOMER”).

BY CLICKING “I ACCEPT”, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER.  THIS AGREEMENT BECOMES EFFECTIVE WHEN YOU CLICK “I ACCEPT.” PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CLICKING “I ACCEPT.” IF YOU DO NOT CLICK “I ACCEPT”, THE CUSTOMER WILL NOT BE PERMITTED TO USE THE SNAPLOGIC SERVICES FOR THE LIMITED TRIAL.  IF YOU ACCEPT THE TERMS OF THE AGREEMENT, THE AGREEMENT EFFECTIVE DATE WILL BE THE DATE THAT YOU CLICK “I ACCEPT.”

1.  Definitions

1.1. “Customer Data” means all electronic data stored on or transmitted to Customer Apps through the Services.
1.2. “Documentation” means the on-line documentation SnapLogic provides for use with the Services (http://doc.snaplogic.com/home) and all other functional and technical specifications for the Services that are typically provided to other SnapLogic customers.
1.3. “Intellectual Property Rights” means all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, service mark, trade name, domain name right, trade secret, know-how or other intellectual property rights, and all similar or equivalent rights or forms of protection, in any part of the world.
1.4. “Node” means the data processing software component of the Services.
1.5. “Person” means any individual, partnership, corporation, company (including without limitation, any limited liability company, joint venture, association (including without limitation, any voluntary association), trust, unincorporated organization or entity.
1.6. “Services” means the subscription-based integration platform as a service provided by SnapLogic.
1.7. “Services Data” means electronic data that supports or reflects the Services execution.  For clarity, Services Data excludes Customer Data.
1.8. “Snap” means a modular collection of integration components built for a specific application or data source.
1.9. “SnapLogic Technology” means SnapLogic’s non-hosted proprietary software and other technology provided as part of the Trial Environment.  SnapLogic Technology does not include Customer Data or Services Data.
1.10. “Trial Environment” means the Services, the collection of Snaps and a Node made available to Customer to test and evaluate the Services.
11. “Trial Period” means thirty (30) days from the date of execution of this Agreement.

2. Trial

2.1. Trial Environment. SnapLogic will provide one Customer user with access to a Trial Environment for the Trial Period.  SnapLogic hereby grants to Customer the world-wide, non-exclusive, revocable right to use the Trial Environment for internal testing and evaluation. SnapLogic grants to Customer a limited, non-exclusive, royalty-free, worldwide license to reproduce the Snaps made available in the Trial Environment up to one (1) time for use solely during the Trial Period.  Customer acknowledges that it may be required to provide hardware and additional software at its own cost to support the deployment and implementation of the Trial Environment.

2.2 Trial Support.  Unless otherwise specified in the Trial Order Form, Customer must contact trial-support@snaplogic.com to coordinate support requests during the Trial Period.  Such support contact will respond to Customer requests within a commercially reasonable time.

2.3 Trial Environment Restrictions.  Customer shall neither directly nor indirectly:  (i) sublicense, sell, transfer, assign, distribute or otherwise commercially exploit the Trial Environment or SnapLogic Technology, including providing a service bureau, providing third-parties with managed services utilizing the Trial Environment or SnapLogic Technology or integrating the Trial Environment, Service or SnapLogic Technology into a service or product Customer sells or licenses to one or more third-parties; (ii) modify or create derivative works based on the Trial Environment or SnapLogic Technology; (iii) reverse engineer or access the Trial Environment or SnapLogic Technology in order to build a product using features, functions or graphics similar to the Trial Environment or SnapLogic Technology, except as permitted by local law;  (iv) copy any features, functions or graphics of the Trial Environment or SnapLogic Technology; (v) use the Trial Environment or SnapLogic Technology to knowingly send, store, or authorize a third party to send or store spam, unlawful, infringing, obscene or libelous material, or malicious code; (vi) interfere with or disrupt the integrity or performance of the Trial Environment or the data contained therein; or (vii) attempt to gain unauthorized access to the Trial Environment or its related systems or networks; (viii) provide or disclose to, or permit use of the Trial Environment or SnapLogic Technology by, persons other than the Customer and its one (1) designated user; (ix) use the Trial Environment, or permit it to be used, for purposes of product benchmarking, performance testing or other comparative analysis intended for publication without SnapLogic’s prior written consent; (x) use the Trial Environments for production use; (xi) use the Trial Environment or the Services to send unencrypted sensitive or personal data

2.4 Security Data Integrity.  SnapLogic will implement and maintain administrative, physical, and technical safeguards for the Trial Environment, Services and SnapLogic Technology designed to preclude the interception and maintain confidentiality of Customer Data and Services Data.  SnapLogic will not: (a) access Customer Data or Services Data except (i) to provide the Services and technical support; (ii) to prevent or address service, security or technical problems with the Trial Environment, Services or SnapLogic Technology; (iii) to audit Customer’s use of the Trial Environment, as described in Section 2.6, to confirm that its use is limited as required by this Agreement; or (iv) as compelled by law or as Customer expressly permits in writing.  Customer is responsible for data security for its user, any data transmitted to the Trial Environment and SnapLogic Technology implemented on Customer controlled networks, hardware or software.  Customer is responsible for any security breach originating from its user, customer applications or data sources, Customer hardware, software, network or other Customer service providers.  Customer shall immediately notify SnapLogic of a known or potential data breach of Customer Data or any of its systems used in connection with the Services, and the parties will cooperate to minimize the negative impact of such breach.  SNAPLOGIC RECOMMENDS THAT CUSTOMERS USE NON-PRODUCTION OR TRIAL DATA AND NON-PRODUCTION APPLICATION INSTANCES TO TEST AND EVALUATE THE SERVICES.

2.5 Encryption Requirements.  Customer acknowledges that it is solely responsible for the configuration and implementation of the Services, and for the level of data security it employs in its design and operation of the Services.  For the Trial Environment, Customer shall enable session connection encryption using the then most current implementation of SSL or TLS for any connection between its customer applications or data sources and the Trial Environment.

2.6 Audits. Customer shall maintain (in English) complete auditable records related to its use of the Trial Environment and compliance with its obligations in this Agreement.  During the Trial Period and six (6) months thereafter, Customer shall provide to SnapLogic, its auditors (including internal audit staff and external auditors) access at all reasonable times (and in the case of regulators at any time required by such regulators) to any facility in which Customer is using the Trial Environment, to Customer personnel, and to data, records, systems and applications relating to the Trial Environment for the purpose of performing audits and inspections of Customer in order to verify compliance with the terms of this Agreement.

3. Term, Fees and Termination

3.1 Trial Period and Renewal. This Agreement shall commence upon the Effective Date and shall expire at the end of the Trial Period.  Either party may terminate this Agreement at any time for convenience by providing written notice (email ok) to the other party.  SnapLogic may modify the Trial Environment at any time.

3.2 Effect of Expiration or Termination. Within thirty (30) days of the expiration or termination of this Agreement, SnapLogic will permanently delete all Customer Data and Services Data corresponding to Customer’s use of the Trial Environment.

4. Disclaimer of Warranty and Limitation of Liability.  THE TRIAL ENVIRONMENT IS PROVIDED “AS IS”.  SNAPLOGIC MAKES NO REPRESENTATION OR WARRANTY REGARDING THE TRIAL ENVIRONMENT, INCLUDING ANY REPRESENTATION THAT THE TRIAL ENVIRONMENT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR NOT CAUSE DATA LOSS OR CORRUPTION.  TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SNAPLOGIC DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OTHER THAN FOR BREACH OF THE TRIAL ENVIRONMENT RESTRICTIONS (SECTION 2.3), TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CLAIMS, INCLUDING THOSE BASED UPON TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY OF ANY KIND INCLUDING LOSS OR CORRUPTION OF CUSTOMER DATA.  OTHER THAN FOR BREACH OF THE TRIAL ENVIRONMENT RESTRICTIONS (SECTION 2.3), NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, OR USE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.  THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

5. Governing Law and Venue.  This Agreement will be governed by California law, without regard to conflicts of law provisions.  Neither the U.N. Convention of Contracts for the International Sale of Goods nor UCITA will apply. Any dispute arising out of or relating to this Agreement shall be brought in the Superior Court of the State of California, County of San Mateo, or in the United States District Court for the Northern District of California. Each party hereby consents to the exclusive jurisdiction of such courts. Either party shall have the right to seek and obtain preliminary or final injunctive relief in any court of competent jurisdiction to prevent or enjoin any actual or threatened unauthorized use, disclosure, misappropriation or infringement of any of its intellectual property rights or Confidential Information, or the actual or threatened violation of the restrictions in Section 2.3.

6. Export Compliance.  Customer acknowledges that the Trial Environment or Services may be subject to U.S. and foreign export and import restrictions.  Customer will not and will not allow any export or re-export of any part of the Trial Environment or Services or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations.  Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.  The Services is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.

7. Data Privacy. The Parties acknowledge and understand that the Services may involve transmission of personal data between and among Customer Apps and that certain national or regional laws and regulations may impose restrictions or limitations on cross-border transmission of such information.  Unless otherwise agreed in writing, the Trial Environment will process data within the United States and Customer may not transmit personal or sensitive data using the Services.

8. Confidentiality. Customer acknowledges that in connection with this Agreement it may obtain SnapLogic  Confidential Information. Customer shall not access or use, or permit the access or use of, the Confidential Information of SnapLogic other than as necessary to for Customer to exercise its rights hereunder.  Customer may not knowingly disclose, or permit to be disclosed, SnapLogic’s Confidential Information to any third party without SnapLogic’s prior written consent.  Customer  agrees to exercise due care in protecting SnapLogic’s Confidential Information from unauthorized use and disclosure and will not use less than a reasonable degree of care.  If the Customer is required pursuant to a judicial or legislative order or proceeding to disclose any Confidential Information of SnapLogic, then, to the extent permitted by applicable law, Customer shall promptly notify SnapLogic of such requirement prior to disclosure so that SnapLogic can seek a protective order or other remedy.

9. Return or Destruction of Confidential Information.  Upon SnapLogic’s request at any time and subject to any contrary obligations under this Agreement or applicable law, Customer shall at SnapLogic’s direction promptly return or destroy and erase from all systems it directly or indirectly uses or controls all or part of any originals and copies of documents, materials and other embodiments and expressions in any form or medium that contain, reflect, incorporate or are based on SnapLogic’s Confidential Information, in whole or in part, except to the extent required by applicable law or in backup systems until deleted in the ordinary course, provided that all such information and materials will remain subject to the confidentiality and security requirements set forth in this Agreement.  Customer shall provide, upon request, a written statement to SnapLogic certifying that it has complied with the requirements of Section 7 and 8.

10. Miscellaneous. This Agreement does not create a partnership, agency relationship, or joint venture between the parties.  Any assignment of this Agreement by Customer in whole or in part without SnapLogic’s prior written consent will be null and void.  SnapLogic may monitor Customer’s use of the Services to ensure compliance with this Agreement.  If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will not be affected. This Agreement encompasses the entire agreement between Customer and SnapLogic with respect to the Trial Environment and supersedes all prior representations, agreements and understandings, written or oral. This Agreement may only be altered, amended or modified by duly executed written instrument. The provisions of this Agreement that are intended to survive termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement, including, without limitation, Section 5 (“Disclaimer of Warranty and Limitation of Liability”) will survive.

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