Cephable Free Trial Terms & Conditions

CEPHABLE INC. (COLLECTIVELY, “CEPHABLE” OR ‘WE”) IS WILLING TO PROVIDE CERTAIN SOFTWARE, SDKS AND/OR SERVICES TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY (REFERENCED BELOW AS “YOU” OR “YOUR” OR “CUSTOMER”) THAT ENTERS INTO A WRITTEN OR ONLINE REGISTRATION FORM WITH US WITH CEPHABLE THAT REFERENCES THIS FREE TRIAL LICENSE AGREEMENT (“AGREEMENT”) ONLY ON THE CONDITION THAT YOU ACCEPT THIS AGREEMENT. READ THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND CEPHABLE. BY ENTERING INTO A WRITTEN OR ONLINE WRITTEN OR ONLINE REGISTRATION FORM WITH CEPHABLE THAT REFERENCES THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

FOR THE SAKE OF CLARITY, IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF (AND FOR USE ON BEHALF OF) A COMPANY OR OTHER ENTITY (A “CORPORATE ENTITY”), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH CORPORATE ENTITY TO THE TERMS OF THIS AGREEMENT AND YOU ACKNOWLEDGE THAT THE TERM “YOU” OR “CUSTOMER” REFERENCED BELOW REFERS TO SUCH CORPORATE ENTITY.

1. Right to Use Solution. Cephable grants to You a non-exclusive, non-transferable, license during the Term to access and use the software, service or software development kit (SDK) set forth and described on your written or online registration form with Cephable that references this Agreement (the “Solution”) solely for purposes of internally evaluating and testing the Solution. You are responsible for maintaining and safeguarding the security of your account passwords and shall ensure that You and your Users do not share their passwords with any other person or allow any other person to access the Solution under your account. For purposes of this Agreement, a “User” shall mean an employee or consultant of yours.

2. Restrictions on Use of Solution. You may use the Solution only for your internal evaluation purposes. You shall not (a) make the Solution available to anyone other than Users, (b) sell, resell, rent or lease the Solution, (c) use the Solution to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Solution to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, (e) interfere with or disrupt the integrity or performance of the Solution or third-party data contained therein, or (f) attempt to gain unauthorized access to the Solution or their related systems or networks. You shall not (i) permit any third party to access the Solution except as permitted herein, (ii) create derivative works based on the Solution, (iii) copy, frame or mirror any part or content of the Solution, (iv) reverse engineer the Solution, or (v) access the Solution in order to build a competitive product or service, or copy any features, functions or graphics of the Solution.

3. Term of Agreement; Termination. This Agreement be in effect on the date you accept it and shall expire thirty (30) days from the date you activate the Solution. Either party may also terminate this Agreement at any time upon notice to the other party. Upon any termination or expiration of this Agreement: (i) all applicable licenses and rights granted hereunder shall terminate and Cephable shall no longer provide such Solution to You; and (ii) You shall cease and cause its Users to cease using the Solution. Except as expressly provided herein, termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party. All provisions of this Agreement which by their nature are intended to survive the termination or expiration of this Agreement shall survive such termination. Upon termination Cephable will delete Your Data in accordance with its data retention policies.

4. Feedback. In the event You provide Cephable with Feedback, You hereby grant to Cephable an irrevocable, fully-paid up, non-exclusive, royalty-free, perpetual and worldwide license to use, reproduce, distribute, create derivative works of, publicly perform, and publicly display such Feedback in any medium or format, whether now known or later developed. Cephable acknowledges and agrees that Feedback is provided by You on an “AS IS” basis without warranty, indemnity, or liability of any kind. For purposes of the foregoing, “Feedback” means any feedback and reports about any errors, problems, or defects in, or suggestions for changes and improvement to the Solution.

5. Proprietary Rights. You acknowledges and agrees that as between Cephable and You, all right, title and interest in and to the Solution and all derivatives thereof (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are and shall remain Cephable’s or its licensors’, and this Agreement in no way conveys any right or interest in the Solution other than a limited license to use it in accordance herewith. Cephable acknowledges and agrees that as between Cephable and You, all right, title and interest in and to any of your provided data (“You Data”) and all derivatives thereof (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are and shall remain Your or its licensors’. Cephable may collect and analyze data on your usage of the Solution for the purposes of improving the Solution and providing support.

6. Disclaimer of Warranty; Disclaimer of Liability.
(a) YOU ACKNOWLEDGE THAT THE SOLUTION IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, WHICH ARE HEREBY DISCLAIMED.
(b) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS AND COSTS, IN CONNECTION WITH THE SOLUTION OR THE PERFORMANCE OF ANY OTHER OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF IT IS AWARE OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES. CEPHABLE’S CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS OR CAUSES OF ACTION RELATING TO THIS AGREEMENT OR YOUR USE OF THE SOLUTION WILL NOT EXCEED FIFTY US DOLLARS ($50.00).

7. Confidentiality. For the purpose of this Agreement, “Confidential Information” means non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, or any other information which a reasonable person would consider confidential and/or which is marked “confidential” or “proprietary” or some similar designation by the disclosing party or which is of a confidential nature even though not specifically so designated. Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party, as shown by the receiving party’s files and records; (iv) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession. Each of the parties agrees: (a) not to disclose any of the other party’s Confidential Information to any third parties except as mandated by law and except to those agents, advisors, or subcontractors who have a reasonable need to access such information, and who agree to be bound by confidentiality obligations no less stringent than those set forth in this Agreement; (b) not to use any of the other party’s Confidential Information for any purposes except carrying out such party’s rights and responsibilities under this Agreement; and (c) to keep the other party’s Confidential Information confidential using the same degree of care such party uses to protect its own confidential information; provided, however, that such party shall use at least reasonable care. If a party is required by law to disclose the other party’s Confidential Information, it will promptly notify the other party (providing notice prior to disclosure if permitted by law), and provide reasonable assistance in seeking protection of such Confidential Information. You further agree that you will not publicly post any analysis or reviews of the Solution without Cephable’s prior written approval. Upon termination or expiration of this Agreement the receiving party will promptly return or destroy all of the disclosing party’s Confidential Information in its possession. This section shall survive termination of this Agreement.

8. Federal Government End Use Provisions. Cephable provide the Solution, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Solution include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

9. Miscellaneous. Neither this Agreement nor any interest herein may be assigned or otherwise transferred (by operation of law or otherwise) in whole or in part by You. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally to the Party to whom the same is directed; (ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt, (iii) five (5) business days after the mailing date whether or not actually received, if sent by U.S. certified mail, return receipt requested, postage and charges pre-paid or any other means of rapid mail delivery for which a receipt is available, to the address of the Party set forth above or (iv) by email to the email address set forth on the applicable written or online registration form (for notices to you) and to ____________ (for notices to Cephable) provided receipt of such email is confirmed. Either Party may change its address by giving written notice of such change to the other Party. No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision or portion of this Agreement is held to be unenforceable or invalid, the remaining provisions and portions shall nevertheless be given full force and effect, and the parties agree to negotiate, in good faith, a substitute valid provision which most nearly effects the parties’ intent in entering this Agreement. This Agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts, without regard to principles of conflicts of laws. You and Cephable agree to the sole and exclusive venue of the state and federal courts in Suffolk County, Massachusetts for all matters arising with respect to this Agreement. This Agreement is the entire agreement of the parties, and supersedes all prior and contemporaneous agreements and communications, whether oral or in writing, between the parties with respect to the subject matter of this Agreement, and no amendment or modification of this Agreement shall be effective unless made in writing and duly signed by authorized representatives of Cephable and You