This Software Trial License Agreement ("Agreement") is entered into as of the date of software download between Rtbrick Inc, a Delaware C Corporation with its principal place of business at 40268, Dolerita Avenue("Licensor"), and the downloading legal entity.
"Software" means the Licensor's proprietary software delivered as virtual machine images or container images, including all associated documentation. "Trial Period" means the period specified in the download portal or, if unspecified, thirty (30) days from the Effective Date. "Confidential Information" means all non-public information disclosed by either party.
Subject to the terms of this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the Software solely for internal evaluation purposes during the Trial Period. This license is limited to the number of instances, users, or environments specified in the download portal. Licensee shall not use the Software for production purposes, commercial operations, or to process live customer data, or in any production network environment.
Licensee shall not: (a) copy, modify, adapt, or create derivative works of the Software; (b) reverse engineer, disassemble, decompile, or attempt to derive source code from the Software; (c) rent, lease, loan, sell, sublicense, distribute, or transfer the Software to any third party; (d) remove, alter, or obscure any proprietary notices or labels; (e) use the Software for competitive analysis or benchmarking without prior written consent; (f) circumvent or disable any licensing, security, or access control mechanisms; (g) use the Software in violation of any applicable laws or regulations. or (h) use the software in any production network environment.
Licensee expressly agrees that, during the Trial Period and in perpetuity thereafter, Licensee shall not upload, publish, post, distribute, or otherwise make available the Software, in whole or in part, including but not limited to any virtual machine images, container images, binaries, executables, libraries, configuration files, or any derivative works thereof, to any public or semi-public repository, registry, or distribution platform. This prohibition includes, without limitation: (i) container registries such as Docker Hub, Amazon ECR Public, Google Container Registry, Quay.io, or GitHub Container Registry; (ii) code repositories such as GitHub, GitLab, Bitbucket, or SourceForge; (iii) file sharing services; (iv) cloud storage with public access; or (v) any other platform that would make the Software accessible to third parties. Any breach of this Section shall constitute a material breach of this Agreement and may result in immediate termination and legal action for damages, including injunctive relief.
The Software and all copies thereof are proprietary to Licensor and title thereto remains exclusively with Licensor. All rights in the Software not specifically granted in this Agreement are reserved to Licensor. Licensee acknowledges that the Software contains trade secrets and proprietary information of Licensor. No license, right, or interest in any Licensor trademark, trade name, or service mark is granted hereunder.
Licensee agrees to hold in confidence all Confidential Information and not to disclose such information to any third party without Licensor's prior written consent. Licensee shall protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. This obligation survives termination of this Agreement for a period of three (3) years.
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE. LICENSOR'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
This Agreement is effective from the Effective Date and continues until the end of the Trial Period unless earlier terminated. Licensor may terminate this Agreement immediately upon notice if Licensee breaches any provision. Upon termination: (a) all rights granted herein terminate immediately; (b) Licensee must cease all use of the Software; (c) Licensee must destroy or delete all copies of the Software and certify such destruction in writing upon request. Sections 4, 5, 6, 7, 8, 11, and 12 survive termination.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in or serving Alameda County, California (including courts in the City of Fremont). The parties expressly exclude application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Licensee shall comply with all applicable U.S. export control laws and regulations, including but not limited to the Export Administration Regulations (EAR, 15 CFR Parts 730-774), sanctions administered by the Office of Foreign Assets Control (OFAC, 31 CFR Chapter V), and the International Traffic in Arms Regulations (ITAR, 22 CFR Parts 120-130) where applicable. Licensee represents and warrants that it is not: (i) located in, or a national or resident of, any country subject to U.S. comprehensive sanctions (currently Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, or Luhansk regions of Ukraine); (ii) designated on any U.S. Government restricted party list, including the OFAC Specially Designated Nationals (SDN) List or the BIS Entity List; or (iii) owned or controlled by any such person or entity. Licensee shall not export, re-export, or transfer the Software to any prohibited destination, entity, or person without prior U.S. Government authorization.
Upon Licensor's request, Licensee agrees to share trial results, feedback, and suggestions regarding the Software with Licensor. Such feedback may include, but is not limited to: (a) performance metrics and test results obtained during evaluation; (b) observations regarding Software functionality, usability, and compatibility; (c) suggested improvements or feature requests; and (d) any issues, bugs, or errors encountered during the Trial Period. Licensee acknowledges that any feedback provided shall become the property of Licensor and may be used by Licensor without restriction or compensation to Licensee. Licensor shall have the right to use such feedback for any purpose, including but not limited to product development, improvement, and marketing.
(a) Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations or agreements.(b) Amendment: No modification shall be binding unless in writing and signed by both parties.(c) Assignment: Licensee may not assign this Agreement without Licensor's prior written consent.(d) Severability: If any provision is held invalid, the remaining provisions shall continue in full force.(e) No Waiver: Failure to enforce any right shall not constitute a waiver of such right.
BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.