My Data Outlet International, LLC ((“MDO”) agrees to provide you, and you agree to use MDO’s SDK Native Application provided hereunder (the “MDO SDK”) according to the terms and conditions below, which constitute a legally binding contract (the “Agreement”) between My Data Outlet International, LLC and your corporation (“you”) as identified in the form submitted by you to request trial access to the MDO SDK.
WHEREAS, MDO develops and licenses software and provides corresponding services related to data integration; and
WHEREAS, Client is considering entering into a Master License Agreement with MDO for the right to use and access to the MDO Products and certain professional and support services provided by MDO with respect to the MDO Products (the “Services”).
WHEREAS, MDO has agreed to grant Client a trial license to use the MDO Products and Services in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and such other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. TRIAL LICENSE, TERM AND TERMINATION
Subject to the terms and conditions of this Agreement, MDO grants to you the limited, nonexclusive, nontransferable rights to use portions of the MDO SDK selected by you via the Snowflake Platform (the “Platform”) on a trial basis during the term of each unpaid trial granted hereunder, (each, a “Trial”), for the sole purpose of determining whether to enter into a further definitive license agreement with MDO (the “Trial Purpose”).
All proprietary rights, including intellectual property rights, in the MDO SDK will remain property of MDO.
You agree and acknowledge that MDO may use anonymized, aggregated usage metrics to improve the MDO SDK and the delivery thereof.
Subject to Client’s compliance with the terms and conditions contained in this Agreement, MDO hereby grants to Client a non-exclusive, non-transferable, non-sublicensable, revocable, and royalty-free trial license to use the MDO Products and access the Services for the Term (as defined below) (the “Trial License”) solely for Client’s evaluation of the same for purposes of entering into a Master License Agreement with MDO (the “Purpose”).
This Agreement shall become effective upon your submission of this form and shall govern all access to the MDO SDK on a trial basis via the Platform. The term of each Trial (the “Trial Term”) shall begin upon your receipt of unpaid access to the MDO SDK via the Platform and continue for a period of thirty (30) days, unless earlier terminated by MDO in accordance with Section 1.3.2 below, or extended by MDO in writing, which may be via email.
MDO May, but is not obligated to, provide a Trial with respect to any portion of the MDO SDK available via the Platform. MDO may, in its sole discretion, terminate your use of the MDO SDK at any time during the Trial Term if MDO reasonably believes that you are using the MDO SDK not in accordance with this Agreement.
MDO may, in its sole discretion, update or change the components of the MDO SDK at any time.
Upon termination of each Trial, you must (i) cease using the MDO SDK associated with the Trial and expunge all such MDO SDK from your facilities, except that you may retain portions of the MDO SDK that were archived during the Trial Term to the extent required to be retained for legal or regulatory compliance purposes, provided that no retained data may be used for commercial purposes; and (ii) promptly certify compliance with this requirement in writing upon MDO’s request. You must use reasonable efforts to destroy or overwrite copies of data retained in archived backup media in the ordinary course of your business, in accordance with your standard information retention policies. In addition, for a period of six (6) months after the termination of each Trial, you must permit MDO to have reasonable access to any place at which the MDO SDK was used for the sole purpose of affirming your compliance with this section 1.3.
Termination of Trial License
The Trial License shall automatically terminate upon the expiration of the Term.
Notwithstanding the foregoing, MDO reserves the right to terminate the Trial License at any time prior to expiration of the Term in the event MDO believes Client has violated the terms and conditions of this Agreement or otherwise misused the MDO Products or Services.
Upon terminaton of the Trial License for any reason, Client shall permanently delete and remove the MDO Products from Client’s workstations, ensure that no End Users (as defined below) have retained any Confidential Information (as defined below), and certify in writing delivered to MDO as to the completion of the same within five (5) business days of termination of the Trial License.
2. SCOPE AND USE OF TRIAL LICENSE; MDO OWNERSHIP & RIGHTS
As part of the Trial License, Client may access MDO Products for up to five (5) employees (“End Users”) who shall have access to the Services in connection with the use of the MDO Products. Client will safeguard, and ensure all End Users safeguard, all login information, passwords, security protocols, and other data used to access the MDO Products or Services (the “Access Credentials”). Client shall immediately notify MDO of any unauthorized use of Access Credentials or any actual or suspected breach of security protocols relating thereto.
Neither the Client nor any End User may not copy, download, distribute nor make available to any other person any Confidential Information. Use of MDO Products and Services is expressly limited to the Purpose and shall not be used to: (a) reverse engineer, re-distribute, re-sell, decompile, disassemble, or otherwise attempt to reconstruct or obtain the source code to all or any portion of the MDO Products; and (b) provide any third party access to the MDO Products or use the MDO Products on behalf of any third party, including, without limitation, as part of a time-sharing, outsourcing, or service bureau environment. Client acknowledges that the SQL stored procedures are encrypted and agrees that it will follow MDO policies related thereto, including, without limitation, by not decrypting, or allowing its End Users to decrypt, such stored procedures.
If Client discovers that such procedures have been decrypted, Client will promptly notify MDO and ensure that any End User that has access to such procedures has “read-only” access.
Client shall ensure all End Users comply with the terms and conditions of this Agreement.
Client acknowledges and agrees it is responsible for the acts and omissions of the End Users with respect to the MDO Products and Services, and hereby indemnifies MDO from and against any liabilities, costs, expenses or damages arising out of or relating to Client’s and/or End Users’ use of the MDO Products and Services.
As between the parties to this Agreement, MDO has and shall retain sole and exclusive right, title, and interest in and to: (a) the MDO Products; and (b) all results of the performance of the Services, as well as any and all work product or other deliverables created or developed by the parties in connection with this Agreement (and any intellectual property rights embodied therein) ( “Deliverables”) (unless otherwise agreed to by the parties in writing), including, in each case, all associated intellectual property rights. Client acknowledges and agrees it does not acquire any intellectual property rights in the MDO Products or Deliverables, and that it will not remove, conceal or alter any copyright or other proprietary information incorporated in the same.
As condition to granting the Trial License, Client hereby agrees:
To provide MDO and its agents with such access as MDO reasonably requires to any place at which the MDO Products are or have been used by an End User during the Term and for one (1) months thereafter for the express purpose of confirming Client’s use of the MDO Products complies with the terms and conditions set forth herein. Such access shall be provided following at least twenty-four (24) hours advance written notice from MDO.
MDO in its sole discretion, may utilize, all comments and suggestions, whether written or oral, furnished by Client to MDO, including, without limitation, such comments and suggestions of End Users, in connection with its access to and use of the Services (all comments and suggestions provided by Client hereunder constitute, collectively, the “Feedback”). Client hereby grants MDO, on behalf of itself and its End Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into MDO products and services.
3. CONFIDENTIALITY; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
Each party shall keep confidential all information, data, materials, and trade secret information in any form exchanged between the parties (“Confidential Information”). Confidential Information includes the MDO Products and Services, and information pertaining thereto. Without limiting the generality of the foregoing, each party receiving Confidential Information (“Receiving Party”) shall, except as expressly authorized by prior written consent of the party disclosing the Confidential Information (“Disclosing Party”): (a) limit access to the Confidential Information to its employees who need to know such information to fulfil the purposes of this Agreement; (b) take appropriate action by instruction or agreement with its employees having access to the Confidential Information to fulfil Receiving Party’s obligations under this Agreement; (c) safeguard all of the Confidential Information by using a reasonable degree of care, but not less than that degree of care used by Receiving Party in safeguarding its own similar information or material; (d) use all of the Confidential Information solely for the purposes expressly intended; (e) not disclose any of the Disclosing Party’s Confidential Information to third parties; and (f) promptly notify the Disclosing Party in writing of any unauthorized disclosure or use of Confidential Information.
Other than as may be expressly set forth herein, the MDO Products and Services are provided “as is” and MDO disclaims all warranties, whether express or implied, with respect to the MDO Products and Services and any Deliverables, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, or from a course of dealing, course of performance, or usage in trade, and any warranty that the services and any Deliverable will be accurate, operate without delays, service interruptions, error, or loss of data. MDO will not be liable for delays, interruptions, service failures, or other problems inherent in use of the internet and electronic communications, or for issues related to third-party hosting providers with whom Client separately contracts. Client may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.
Limitation of Liability
In no event will MDO be liable for any indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data, or use, incurred by Client or any third party, whether in an action in contract or tort, even if the other party or any other person has been advised of the possibility of such damages. MDO will not be liable for any liability, losses, or damages resulting from client’s installation, access, or use of any third-party software, any error(s) in the MDO Products or Services, for the consequences of reliance by Client on the MDO Products or Services, nor for any interruption to Client’s access to the MDO Products or Service. Except in the case of gross negligence or willful misconduct, MDO’s aggregate cumulative liability arising out of or related to this Agreement will in no event exceed the amount of fees paid by Client under this Agreement. The provisions of this Section allocate the risks under this Agreement between MDO and Client. MDO’s pricing reflects this allocation of risk and the limitation of liability specified herein.
Relationship of the Parties
MDO is an independent contractor; nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes. Each party will maintain appropriate worker’s compensation insurance for its employees as well as general liability insurance.
This Agreement constitutes the complete agreement and understanding between the parties hereto and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.
This Agreement may be executed in counterparts, each of which shall be deemed an original document, but all of which shall constitute a single document. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic signatures shall have the same force and effect as an original signature and may constitute an original signature.
The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
Client may not assign or transfer its rights or obligations under this Agreement without the prior written consent of MDO, and any assignment or transfer in derogation of the foregoing shall be null and void.
This Agreement, and all matters arising out of or relating to this Agreement, will be governed by the laws of the State of Delaware, United States of America.
Any legal action or proceeding relating to this Agreement will be instituted in any state or federal court in Cook County, Illinois. MDO and Client agree to submit to the jurisdiction of, and agree that venue is proper in, the aforesaid courts in any such legal action or proceeding.
MDO’s privacy terms located at https://mydataoutlet.com/privacypolicy/ shall govern any transmittal of information from you to MDO.