Legal

API Evaluation Agreement

EVALUATION LICENSE AGREEMENT

‍ENTRIO, INC. (“ENTRIO” OR “WE”) IS WILLING TO PROVIDE ACCESS TO ITS API SOLUTION TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY (REFERENCED BELOW AS “YOU” OR “YOUR” OR “CUSTOMER”) THAT CLICKS ACCEPTANCE TO THIS AGREEMENT OR THAT ENTERS INTO AN ORDER FORM, REGISTRATION FORM OR SIMILAR DOCUMENT WITH ENTRIO THAT REFERENCES THIS AGREEMENT ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (“AGREEMENT”). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THE API SOLUTION. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND ENTRIO. BY CLICKING ACCEPTANCE TO THIS AGREEMENT OR BY ENTERING INTO AN ORDER FORM, REGISTRATION FORM OR SIMILAR DOCUMENT WITH ENTRIO THAT REFERENCES THE AGREEMENT BELOW, 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.

Right to Use API Solution. Entrio grants to you a non-exclusive, non-transferable, royalty-free, revocable, time-based license during the License Term (as defined below) to access and use Entrio’s proprietary API software solution (the “Solution”) solely for the purpose of evaluating and internally testing the Solution. You are responsible for maintaining and safeguarding the security of its 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.
Restrictions on Use. Except as expressly permitted in this Agreement, you shall not, and shall not permit others to, (a) use, modify, copy, or otherwise reproduce the Solution in whole or in part; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Solution; (c) distribute, sublicense, assign, share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the Solution or your right to use the Solution; or (d) remove any proprietary notices or labels on the Solution. There are no implied rights. The Solution is made available to you via the cloud in a software as a service environment.
Termination. Your right to use the Solution shall expire on the last day of the License Term set forth in your Entrio Order Form, Registration Form or similar document. If no term is specified then your License Term expires two (2) weeks after the Solution is first made available to you. Entrio may terminate your use of the Solution at any time and for any reason upon notice to you. Upon termination you shall immediately cease all use of the Solution. Sections 2 through 7 will survive termination or expiration of this Agreement.
Proprietary Rights. Entrio and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the Solution, including all associated intellectual property rights. You acknowledge that the Solution constitutes the valuable trade secret of Entrio or its licensors and is a copyrighted work owned by Entrio or its licensors and protected by federal and international copyright laws.
Disclaimer of Warranty; Disclaimer of Liability.
1. THE SOLUTION IS PROVIDED “AS IS” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE.
2. IN NO EVENT WILL ENTRIO OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, INCIDENTAL, EXEMPLARY, COVER OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR REVENUE, LOST BUSINESS OPPORTUNITIES, LOST SAVINGS, LOST DATA, OR COMPUTER FAILURE, EVEN IF ENTRIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ENTRIO’S CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS OR CAUSES OF ACTION RELATING TO THIS AGREEMENT THAT ARISE IN ANY CALENDAR YEAR SHALL, IN THE AGGREGATE, BE LIMITED TO $50.00 (USD).

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. The Solution shall constitute Entrio’s Confidential Information. 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. 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.
Miscellaneous.‍
1. General. 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. Entrio may give notices to you by email to your e-mail address(es) on record in Entrio’s account information for you. 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 State of New York, without regard to principles of conflicts of laws. 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 Entrio and you. ‍
2. Export; Government Restricted Rights. You agree that you will not export or re-export, directly or indirectly, the Solution and/or other information or materials provided by Entrio hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. You are responsible for and hereby agree to comply at its sole expense, with all applicable United States export laws and regulations. You represent and warrant that (i) you and your Users are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you and your Users are not listed on any U.S. Government list of prohibited or restricted parties. The Solution has been developed at private expense and are sold commercially. They are provided under any U.S. government contracts or subcontracts with the most restricted and the most limited rights permitted by law and regulation. Whenever so permitted, the government and any intermediate buyers will obtain only those rights specified in Entrio’s standard commercial license. Thus, the Solution provided by Entrio hereunder, which are provided to any agency of the U.S. Government or U.S. Government contractor or subcontractor at any tier shall be subject to the maximum restrictions on use as permitted by FAR 52.227-19 (June 1987) or DFARS 227.7202-3(a) (Jan. 1, 2000) or successor regulations.

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