ACCEPTING THIS AGREEMENT: By clicking on “I Agree”, “Submit”, or the like, OR by downloading, installing or using the product you and the entity you represent (the “Customer”) are agreeing to and accepting this Subscription Agreement (the “Agreement”). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT PLEASE DO NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE PRODUCTS, AND DO NOT CLICK ON THE "I AGREE" OR SIMILAR BUTTON, AND IF YOU HAVE RECEIVED THE PRODUCTS ON PHYSICAL MEDIA, RETURN THE ENTIRE UNUSED PRODUCT TO PERYGEE.
EFFECTIVE DATE & DURATION: The date that we accept your online acceptance of this Agreement. We will notify you of our acceptance with the email address you provide. The term of this Agreement is [six(6)] months beginning on the Effective Date.
REGISTRATION & PRODUCT DESCRIPTIONS: At the end of this document, or in a separate link and document, you will be asked to fill in details of your company, contact information, and our product quotations, if any. Quotations include descriptions of specific products and Services to be licensed or purchased from us, the number of permitted configurations and authorized users, and the term of each license. Forms or documents containing terms that modify or conflict with this Agreement must be agreed in writing (email acceptable) by the parties.
SERVICES: Business intelligence and customizable security for operational assets over Customer networks via Company’s integrated platform (the “Services” or “SAAS Services”).
1.1 Perygee, Inc. (“Company”) will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s company account.
1.2 As this Agreement is for short term and free trial usage of the Services, Company will in sole discretion provide Customer with reasonable technical support services, and Company is not obligated to provide any support.
1.3 Company grants to Customer, during the term of this Agreement, a no charge, temporary, non-exclusive, non-transferable license to use the Services for evaluation purposes only. There is no right to sublicense this license. This license does not include any rights to copy, alter, modify, reverse engineer, decompile, disassemble, make derivative works, rent, lease, disclose, sublicense, or otherwise transfer the Services.
1.4 Customer acknowledges that the software included with the Services (the “Software”) will be deployed by Company via the Cloud, and via virtual machine (VM) or via Equipment (defined below) provided by Company if Customers elects the network monitoring feature. Company will not be delivering copies of the Software directly to Customer as part of the Services. Customer may elect to either retain the hardware hub when this Agreement ends for the cost of such hardware, provided the Software is purged or disabled, or return such hardware to Company.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer’s use of the Services and Software is limited to evaluation to determine whether to obtain post-trail commercial licenses. Customer will not, directly or indirectly, use the Services or any Software for any commercial or gainful activity, including any timesharing or service bureau purposes or otherwise for the benefit of a third party, or remove any proprietary notices or labels.
2.2 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, mobile or other devices, modems, routers and switches, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer’s account or the Equipment.
3. CONFIDENTIALITY; FEEDBACK; PROPRIETARY RIGHTS; DATA PRIVACY COMPLIANCE
3.1 Customer acknowledge that in using the Services, Customer will obtain information relating to Company and Company services which is confidential in nature (“Confidential Information”). Customer agrees that it will not use or disclose Confidential Information without the prior written consent of Company unless the Confidential Information is already in the public domain. Customer agrees to provide Company with regular feedback, ideas, concepts or suggestions about the Product or Company’s services, business, technology, product pricing, Confidential Information, product documentation or the like (“Feedback”), and Customer conveys and assigns to Company, without charge, all right, title and interest in the Feedback. The obligations of confidentiality and feedback set forth in this section will survive termination of this Agreement.
3.2 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer information and data derived therefrom) (“Customer Data”), and Company will be free (during and after the term hereof) to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (b) disclose such data solely in aggregate or other de-identified form in connection with its business. For the avoidance of doubt, Company may use, reproduce and disclose Software- and Services-related information, data and material that is anonymized, deidentified, or otherwise rendered not reasonably associated or linked to Customer or any other identifiable individual person or entity for product improvement and other lawful purposes, all of which information, data and material will be owned by Company. It is Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through Company or any Software following the expiration or termination of this Agreement.
3.3 No rights or licenses are granted except as expressly set forth herein.
(a) Company will implement and maintain an information privacy and security program that includes commercially reasonable administrative, technical, and physical safeguards and other security measures appropriate to the size and complexity of Company’s operations that are designed to: (i) protect the security, confidentiality, integrity, and availability of Customer Data; (ii) protect against any reasonably anticipated threats to the security, confidentiality, integrity, and availability of Customer Data and the Software; and (iii) protect against the unauthorized access to or use, destruction, loss, modification, or disclosure of Customer Data and the Software.
(b) Customer represents and warrants to Company that it complies with its obligations under relevant Privacy Laws. Customer further represents and warrants to Company that it shall provide proper notices to, and obtain necessary consents from, its end-users, employees and other data subjects about how their
Personal Information and Personal Data may be used, stored, and disclosed to service providers engaged by Customer, as well as how data subjects may opt-out. “Personal Information” or “Personal Data” means any information that may identify an individual, including without limitation names, addresses, telephone numbers, electronic addresses, passwords, credit card numbers or other account data, Customer proprietary network information, or any information regarding an individual that is protected under any Privacy Laws applicable to the Services. “Privacy Laws” means any applicable law, regulation or binding policy of any Governmental Authority that relates to the security and protection of personally identifiable information, data privacy, trans-border data flow or data protection. This includes the General Data Protection Regulation (GDPR) and the California Consumer Protection Act (CCPA).
4.TERM AND TERMINATION
4.1 The term of this Agreement (“Term”) shall be six (6) months from the Effective Date, unless sooner terminated as provided herein. Company may terminate this Agreement immediately upon notice to Customer in the case of breach of this Agreement by Customer. Customer shall destroy or permanently erase all copies of Services and Software in its possession, including backup copies, at the end of the Term or following any termination of this Agreement. Customer may at any time elect to obtain a regular, enterprise class license from Company. If Customer so elects it shall notify Company and enter into the appropriate Company user license and pay the applicable fees.
4.2 All sections of this Agreement which by their nature should continue after termination will survive termination, including, without limitation, confidentiality obligations, warranty disclaimers, and limitations of liability.
5. NO WARRANTY OR SUPPORT. COMPANY PROVIDES THE SERVICES, SOFTWARE AND ASSOCIATED DOCUMENTATION “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AND COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THIS AGREEMENT DOES NOT ENTITLE CUSTOMER TO ANY SUPPORT, UPGRADES, PATCHES, ENHANCEMENTS, FIXES OR THE LIKE (COLLECTIVELY, “SUPPORT”). SUPPORT THAT MAY BE MADE AVAILABLE BY COMPANY (IN ITS SOLE DISCRETION) SHALL BECOME PART OF THE SERVICES AND SUBJECT TO THIS AGREEMENT.
6. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL.
7. GENERAL. The parties hereto agree that this Agreement constitutes the complete, final, exclusive and entire agreement of the parties and supersedes all previous communications, oral or written, between them relating to this Agreement and to the subject matter hereof. No representations or statements of any kind made by either party, which are not expressly stated herein, shall be binding on such party. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. This Agreement may not be assigned by Licensee without the prior written consent of Company, and any attempt to assign without such consent is void. This Agreement will be governed by Delaware law without regard to choice of laws principles.