BY CLICKING ON THE “I AGREE” BUTTON OR OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU AGREE AND ACKNOWLEDGE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE DO NOT USE THE LYRID SOFTWARE. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOUR USE OF THE SOFTWARE IS SUBJECT TO YOUR HAVING THE AUTHORITY TO BIND SUCH CORPORATION OR ENTITY TO THESE TERMS.
1. SOFTWARE LICENSE.
Subject to these Terms and during the Evaluation Period (as defined below), Lyrid hereby grants to you a non-exclusive, non-transferable, non-sublicenseable limited license to use the Software, in object code form, solely for internal evaluation. You shall not use the Software in a production environment. This license is for Software in binary, executable object code only, and no rights are granted to any underlying source code. Your right to use the Software will automatically lapse at the end of the Evaluation Period
2. EVALUATION PERIOD.
Your evaluation license will begin on the first date of your use of the Software and continue in effect for [three] months (“Evaluation Period”), unless Lyrid agrees in writing (including via email from an authorized executive) to extend the Evaluation Period. The Evaluation Period will automatically terminate without notice if you breach any of these Terms.
The Software is licensed for limited evaluation, not sold, to you. Lyrid owns all right, title, and interest, including all intellectual property rights, in and to the Software, including any improvements, modifications, and enhancements to it. You acknowledge that, as between Lyrid and you, the Software and all intellectual property rights therein, including copyrights, patent rights, trade secret rights and trademark rights, are owned by Lyrid.
Except for those rights expressly granted in these Terms, no other rights or licenses are granted herein by implication, estoppel or otherwise. The licenses granted to you do not include and you will not: (a) modify, disassemble, decompile, reverse engineer, rent, lease, loan, transfer, or copy any file of which the Software is comprised, (b) use, disclose, provide, transfer or otherwise make available the Software, or any portion thereof, to any person other than persons within your corporation or entity, without the prior written consent of Lyrid, (c) attach a debugger to a running version of the Software, (d) remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded on or in any part of the Software, (e) disable or circumvent any license key or other security feature of the Software, (f) use the Software for any commercial purpose, or (g) cause or permit any third party to do any of the foregoing. You will be fully responsible for (i) the conduct of any of your employees or contractors that breach the terms of these Terms, and (ii) any loss or unauthorized copies or use of the Software.
To the extent you provide feedback to Lyrid concerning the functionality and performance of the Software, including identifying potential errors and improvements (“Feedback”), you hereby assign to Lyrid all right, title, and interest in and to the Feedback. You acknowledge Lyrid’s need to be able to freely use any Feedback provided by its users and to own any improvements to Software made by using or incorporating such Feedback (“Improvements”). Accordingly, you hereby assign to Lyrid any rights you may have, including all intellectual property rights, in Feedback and Improvements and Lyrid may exercise its ownership rights to such Feedback and Improvements and intellectual property rights subsisting therein without compensation, attribution or accounting. Without additional consideration, you agree to perform, at Lyrid’s expense, all acts reasonably necessary to perfect such rights in Lyrid.
Lyrid will have the right to review and monitor all use of the Software to ensure compliance with these Terms and evaluate performance of the Software. Lyrid will also have the right to analyze user behavior to evaluate use of the Software, both on an individual basis and in the aggregate, and otherwise to collect, create and analyze metadata on an anonymized basis related to use of the Software provided that such metadata is never disclosed to any third party other than in an anonymized and aggregate format.
By accessing or using the Software, you acknowledge that you will have access to Lyrid’s valuable information that is secret, confidential, and not generally known to the public. In order to protect these trade secrets and the proprietary know-how contained in the Software, you will maintain the confidentiality of and not disclose to any third party: (a) these Terms, (b) all non-public information disclosed by Lyrid to you under these Terms, (c) the Software, its functional specifications, coding structures, API’s, technical specifications and accompanying documentation furnished by Lyrid to you, if any, and (d) all Feedback, Software performance data and all other information and results obtained through evaluation of the Software (collectively, the “Confidential Information”). You shall not use any Confidential Information for any purpose other than as expressly authorized under these Terms. Without limiting the foregoing, you will use at least the same degree of care which you use to prevent the disclosure of your own confidential information of like importance, but in no event less than reasonable care, to prevent the disclosure of the Confidential Information. You shall limit access to Confidential Information solely to your employees who are required to have the information for purposes authorized under these Terms. You will ensure that each employee enters or has entered into a confidentiality agreement which contains terms that are substantially similar to and that are at least as protective of Lyrid’s rights as are the terms set forth in these Terms. It is agreed upon by both parties that any breach of this Section 7 by you shall constitute a material breach of these Terms.
8. WARRANTY DISCLAIMER.
THE SOFTWARE IS PROVIDED “AS IS” WITH ALL FAULTS AND YOU AGREE TO USE THE SOFTWARE AT YOUR OWN RISK. LYRID DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. LYRID MAKES NO GUARANTEES REGARDING THE QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, OR USEFULNESS OF THE SOFTWARE OR RESULTS OBTAINED THEREFROM. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, LYRID EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE OF ANY KIND WHATSOEVER, WHETHER STATUTORY, EXPRESS, IMPLIED OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LYRID OFFERS NO SUPPORT WITH RESPECT TO THE SOFTWARE AND NOTHING IN THIS AGREEMENT ENTITLES YOU TO ANY SUPPORT, MAINTENANCE OR NEW VERSIONS OF THE SOFTWARE.
9. LIMITATION OF REMEDIES AND DAMAGES.
IN NO EVENT SHALL LYRID OR ANY OF ITS AFFILIATES, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “AFFILIATES”) BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SOFTWARE OR ANY OTHER SUBJECT MATTER OF THESE TERMS. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
These Terms will be governed by the laws of the State of California without reference to conflict of law principles. All disputes arising out of or related to it, will be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. The prevailing party in any action to enforce these Terms will be entitled to recover its attorneys’ fees and costs in connection with such action. You will not assign your rights and obligations under these Terms, directly or indirectly, by operation of law or otherwise, without the prior written consent of Lyrid. You acknowledge that Software has unusual and extraordinary value, and that the prospective breach of any of these Terms by you may cause Lyrid great and irreparable harm, for which remedies available at law may be inadequate. Lyrid shall be entitled to seek equitable relief to protect its intellectual property rights that are the subject matter of these Terms without prejudice as to other relief available at law.