Cloudsoft Trial Software License AgreementYOU ACCEPT THESE TERMS AND THESE LIMITATIONS OR CONDITIONS WHEN YOU ACCEPT AND USE CLOUDSOFT SOFTWARE FROM CLOUDSOFT CORPORATION OR ITS AUTHORIZED DISTRIBUTORS. IF YOU DO NOT ACCEPT THESE TERMS AND THOSE LIMITATIONS OR CONDITIONS, DO NOT USE THE CLOUDSOFT SOFTWARE. IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW FOR EACH LICENSED CLOUDSOFT SOFTWARE PRODUCT YOU ACQUIRE. These license terms (the “Cloudsoft Trial Software License Agreement” or “CTSLA”) are an agreement between Cloudsoft Corporation Limited (“Cloudsoft”), having its registered offices at 125 Princes Street, 5th Floor, Edinburgh, Scotland, EH2 4AD (Registered in Scotland No: SC349230), and the authorized end user (referred to as “you” in this CTSLA) of the“Cloudsoft Software”. This CTSLA does not provide for services or support. For further information about Cloudsoft software and services, please visit Cloudsoft at www.cloudsoft.io. 1. Grant of Trial Software License. The license described in this CTSLA applies to software identified or described as “Cloudsoft Software” that is made available to you by Cloudsoft or by one of its authorized distributors. Cloudsoft hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicenseable, limited-use license (“Trial License”) to use Cloudsoft Software for evaluation purposes only. You shall not put this Cloudsoft Software into productive use, and shall not include it as part of your business processes in any manner. During the limited term of this Trial License for Cloudsoft Software, you are authorized to create as many copies of said Cloudsoft Software as are strictly necessary to support the limits of use authorized. 2. Restrictions on Distribution and Copying. Unless expressly authorized in writing by Cloudsoft, Cloudsoft Software may not be distributed to any other person or entity, and any such distribution shall be deemed a copyright infringement as well as a material breach of this CTSLA. 3. Authorized Use. It shall be a material breach of this Cloudsoft CTSLA for you to use the Cloudsoft Software beyond the limits of use authorized herein. 4. Delivery. You may obtain the Cloudsoft Software by electronically downloading the Cloudsoft Software from Cloudsoft or receiving it from one of Cloudsoft’s authorized distributors. All Cloudsoft Software shall be deemed delivered upon download, copying, or receipt. 5. Agreement Term. This Cloudsoft CTSLA shall terminate at the end of your evaluation of Cloudsoft Software except for such provisions that may be indicated herein as surviving termination of this Cloudsoft CTSLA. Unless you enter into a subsequent written agreement with Cloudsoft, you shall return or destroy all copies of Cloudsoft Software upon the expiration of your evaluation. Failure to destroy all copies of Cloudsoft Software upon the termination of this CTSLA shall be deemed a copyright infringement as well as a material breach of this CTSLA. 6. Limited Warranty and WARRANTY DISCLAIMER. ALL CLOUDSOFT SOFTWARE PROVIDED HEREUNDER IS PROVIDED “AS IS”. Cloudsoft expressly warrants that it is the owner or licensee of Cloudsoft Software, including any and all copyrights and trade secrets, and has the right and authority to enter into this Cloudsoft CTSLA in accordance with the terms herein.EXCEPT AS MAY BE PROVIDED IN ANOTHER WRITTEN AGREEMENT BETWEEN CLOUDSOFT OR ITS AUTHORIZED DISTRIBUTOR AND YOU, THE FOREGOING WARRANTY IS EXCLUSIVE OF ALL OTHER WARRANTIES, whether written, oral, express or implied, INCLUDING BUT NOT LIMITED TO any warranty of non-infringement of third party patent rights and the implied warranties of merchantability or fitness for a particular purpose. CLOUDSOFT AND ITS AUTHORIZED DISTRIBUTORS DO NOT WARRANT that the Cloudsoft Software will meet your requirements, or that the operation thereof will be uninterrupted or error-free. 7. LIMITATION OF LIABILITY. EXCEPT AS MAY BE PROVIDED IN ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND CLOUDSOFT OR ITS AUTHORIZED DISTRIBUTORS, IN NO EVENT SHALL CLOUDSOFT OR ITS AUTHORIZED DISTRIBUTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY for any direct, special, indirect, consequential or contingent damages including loss of profits or payment of attorneys’ fees incurred by you or incurred by any other third party. Such LIMITED LIABILITY FOR DAMAGES shall apply whether in an action based on contract, tort or any other such theory, EVEN IF CLOUDSOFT OR ITS AUTHORIZED DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This provision shall survive the termination of this Cloudsoft CTSLA. 8. Proprietary Rights. You recognize and acknowledge Cloudsoft’s ownership and title to the Cloudsoft trademark, and to Cloudsoft’s copyrights, patents, trademarks, trade secrets, and any other intellectual property and proprietary rights of any kind in any jurisdiction (collectively the “Cloudsoft Intellectual Property Rights”) embodied in Cloudsoft Software or on Cloudsoft’s website. Nothing in this Cloudsoft CTSLA shall be interpreted to assign or to grant exclusive rights to you of any of Cloudsoft Intellectual Property Rights. Cloudsoft does not grant to you any other right or license, either express or implied, in or to the Cloudsoft Software except as specified in this Cloudsoft CTSLA and your use of the Cloudsoft Software shall be subject to the limits and other conditions set forth herein. Cloudsoft hereby asserts and agrees that any data collected by you using Cloudsoft Software shall be and remain your valuable intellectual property. 9. Termination of Agreement. Either party may terminate this Cloudsoft CTSLA and the licenses granted hereunder upon written notice for any material breach of this Cloudsoft CTSLA that the other party fails to cure within fifteen (15) days following written notice specifying such breach. In the event of termination of this Cloudsoft CTSLA for any cause, all rights granted hereunder automatically revert to the granting party except as specified herein or in another written agreement between the parties. 10. U.S. Government Customers and End Users. Any Cloudsoft Software or related materials are “commercial items” as that term is defined in 48 C.F.R. 2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1, 227.7202-3 and 227.7202-4, if the end user hereunder is the U.S. Government or any agency or department thereof, any Cloudsoft Software and related materials are licensed (i) only as a commercial item, and (ii) with only those rights as are granted to all other end users and customers pursuant to the terms and conditions of this Cloudsoft CTSLA. 11. Severability If the application of any provision or provisions of this Cloudsoft CTSLA to any particular set of facts or circumstances is held to be invalid or unenforceable by a court of competent jurisdiction, the validity of said provision or provisions to any other particular set of facts or circumstances shall not, in any way, be affected. Such provision or provisions shall be reformed without further action by the parties to the extent necessary to make such provision or provisions enforceable when applied to that set of facts or circumstances. 12. Amendment and Waiver. This Cloudsoft CTSLA may not be modified or amended except in a writing signed by a duly authorized representative of each party. The waiver by either party of any of its rights or remedies hereunder shall not be deemed a waiver of such rights or remedies in the future unless such waiver is in writing and signed by an authorized officer of such party. Such a waiver shall be limited specifically to the extent set forth in said writing. 13. Assignment. You may not assign this Cloudsoft CTSLA or any right or obligation hereunder, without Cloudsoft’s prior written consent, which shall not be unreasonably withheld. However, you may assign this Cloudsoft CTSLA in the event of a merger or consolidation or the purchase of all or substantially all of your assets. This Cloudsoft CTSLA will be binding upon and inure to the benefit of the permitted successors and assigns of each party.
14. General. This Cloudsoft CTSLA constitutes the exclusive terms and conditions with respect to the subject matter hereof. The parties both agree that it is their intention to resolve disputes between them concerning this Cloudsoft CTSLA directly in good faith negotiations. Notwithstanding the foregoing, nothing in this section shall prevent either party from applying for and obtaining from a court a temporary restraining order and/or other injunctive relief. In any action to enforce this Cloudsoft CTSLA, the prevailing party shall be entitled to recover costs and reasonable attorneys’ fees, in addition to any other relief to which the prevailing party may be entitled. This provision shall survive the termination of this Cloudsoft CTSLA.