FREE TRIAL TERMS OF SERVICE
Effective Date: October 19, 2023
PLEASE READ THESE FREE TRIAL TERMS OF SERVICE (THIS “AGREEMENT”) CAREFULLY. THIS AGREEMENT IS BETWEEN YOU AND REQUIRE SECURITY, INC, AND ITS AFFILIATES (“Require Security”) AND GOVERNS YOUR ACCESS TO, EVALUATION OF, AND USE OF THE FREE TRIAL PRODUCTS AND SERVICES MADE AVAILABLE TO YOU BY REQUIRE SECURITY. BY ACCEPTING THESE TERMS AND CONDITIONS OR ACCESSING OR USING ANY TRIAL PRODUCTS OR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
YOU MAY ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR ON BEHALF OF A LEGAL ENTITY. IF YOU ENTER INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU ARE A DULY AUTHORIZED REPRESENTATIVE WITH THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. ALL REFERENCES TO “YOU” AND “YOUR” IN THIS AGREEMENT MEAN THE PERSON ACCEPTING THESE TERMS AS AN INDIVIDUAL OR THE LEGAL ENTITY FOR WHICH THE REPRESENTATIVE IS ACTING, AS THE CASE MAY BE. THE TERM “END USER” HEREIN MEANS A “HOST” OR “PARTICIPANT” WHO ACCESSES OR USES THE TRIAL OFFERING.
PLEASE BE ADVISED: THIS AGREEMENT INCLUDES AN EXCLUSION OF DAMAGES AND AN AGGREGATE LIMITATION ON LIABILITY THAT OPERATES AS A RELEASE AND WAIVER OF YOUR ABILITY TO RECOVER CERTAIN DAMAGES FROM REQUIRE SECURITY.
Trial Offering; Support.The trial offering includes any hardware, software, product, service, feature, functionality, or other technology that is either integrated with another offering or provided on a stand-alone basis by Require Security and has been designated by Require Security as part of a free trial (each, a “Trial Offering”). Each Trial Offering may be more fully described in documentation or other materials provided to You by Require Security at the time You are given access to the Trial Offering or otherwise made available to you during the Term of this Agreement. The Trial Offering may be described in the Services Description, which may be updated from time to time by Require Security during the Term of this Agreement without notice to you. Require Security does not offer any service level agreement for a Trial Offering and Require Security is not obligated to provide any maintenance or technical support. Require Security reserves the right to modify, abandon, or impose any limitations on the use of any Trial Offering at any time, with or without notice, and without any obligation or liability.
Eligibility; Participation; Restrictions on Sharing.You must always meet the Require Security-determined eligibility criteria during the Term (as defined in Section 5 (Term and Termination of Agreement; Effect of Termination)). Eligibility criteria includes, without limitation, that You are a customer in good standing with Require Security and have purchased any underlying Require Security services that are required to use the Trial Offering. If You cease to meet Require Security’s eligibility criteria, then Require Security may immediately terminate Your access to and use of the Trial Offering.You shall provide any information required by Require Security and, if required, create an account to use the Trial Offering. You shall follow all instructions from Require Security in order to access, use, and create an account for the Trial Offering. You shall provide and maintain current, complete, and accurate information as requested by Require Security. You shall maintain the confidentiality and security of any password that is created or maintained as part of using a Trial Offering. You shall notify Require Security immediately of any unauthorized use of any password or account or of any suspected breach of the account’s security.You may not share an account or any other user rights with any other individual, unless otherwise expressly approved by Require Security in writing. You may not share any login credentials or passwords regarding the foregoing with any other individual. You acknowledge that sharing of any such rights is strictly prohibited. Your use and access to the Trial Offering is personal to You and not assignable. You may not transfer any account or any other user rights with any other individual, except upon (a) an individual termination of employment or relationship with their employer, as applicable, or (b) Require Security’s prior written approval.
Access and Use; Software License.Subject to the terms of this Agreement, You may access and use the Trial Offering during the Term. To the extent that access to or use of any portion of the Trial Offering requires or allows for you to download, use, or install Require Security software (“Software”), Require Security grants You a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free, license to the Software in object code format on a compatible device for Your internal use only, solely to access and use the Trial Offering during the applicable Term. You acknowledge that Your access to and use of the Trial Offering and Software under this Section 3 (Access and Use; Software License) is revocable in Require Security’s sole discretion.
Changes to Trial Offering; Suspension, Discontinuance, and Termination of Access and Use.You acknowledge and agree that the form and nature of the Trial Offering may change from time to time without prior notice to You including, but not limited to, the removal or modification of certain features or functionality of the Trial Offering. Notwithstanding any provision set forth in this Agreement, Require Security may terminate, limit, disconnect, deny access to, discontinue, abandon, modify, or suspend Your or any of Your End Users’ use of the Trial Offering at any time, in Require Security’s sole discretion, with or without notice and without any obligation or liability to You, Your End Users, or any third party. You acknowledge that Your or Your End User’s breach of Section 6 (Acceptable Use; Prohibited Uses), including a violation of Require Security’s Acceptable Use Guidelines, may result in immediate suspension, disconnection, or termination of access to the Trial Offering.
Term and Termination of Agreement; Effect of Termination.The term (“Term”) of this Agreement commences as of the date You first access or use the Trial Offering and continues until (i) Your access or use expires or otherwise ceases, (ii) You enter into an Order Form for the Trial Offering that is made generally available by Require Security, or (iii) either party terminates this Agreement as set forth below. Require Security may terminate this Agreement at any time, with or without cause, upon delivery of written notice to You. For the sake of clarity and not limitation, Require Security may terminate this Agreement with cause immediately in the event of a violation of Section 6 (Acceptable Use; Prohibited Uses) or any other material term of this Agreement by You or any of Your End Users. You may terminate this Agreement at any time, with or without cause, by delivering at least thirty (30) days prior written notice to Require Security.Upon any termination of this Agreement, Your use of and access to the Trial Offering shall terminate and You and Your End Users shall immediately cease use of the Trial Offering.
Acceptable Use; Prohibited Uses.
You agree that You shall not, and shall not permit any of Your End Users to: (i) make, use, or offer a Trial Offering for lease, rent, or sale, or reproduce, resell, distribute, lend, use on a timeshare or service bureau basis, or otherwise charge fees to other parties for use of the Trial Offering; (ii) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Trial Offerings (e.g., any source code, process, data set or database, management tool, development tool, server or hosting site, etc.); (iii) knowingly or negligently use the Trial Offerings in a way that abuses, interferes with, or disrupts Require Security’s networks; (iv) engage in activity that is illegal, fraudulent, false, or misleading; or (v) use the Trial Offerings in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.You agree that Require Security may restrict or prohibit You or Your End Users from (i) use of a Trial Offering in certain use cases and within certain industry verticals, and (ii) allowing or enabling Require Security’s receipt, use, access, maintenance, disclosure, storage, transmission, or processing of any regulated data, including, without limitation, electronic protected health information (as defined under the rules and regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996), personal data, personally identifiable information, financial data, education records, or similar sensitive information.
As-Is; Disclaimer of Warranties.Require Security AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY TRIAL OFFERING, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE ACCESS TO OR OPERATION OF A TRIAL OFFERING. TO THE EXTENT Require Security CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE THAT THE TRIAL OFFERING IS BEING PROVIDED AND MADE AVAILABLE ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND.YOU AGREE THAT THE TRIAL OFFERING: (A) IS NOT COMPLETE IN DEVELOPMENT AND MAY NOT BE COMMERCIALLY RELEASED FOR SALE BY REQUIRE SECURITY; (B) MAY NOT BE FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, DESIGN FLAWS, OR OTHER PROBLEMS, INCLUDING PROBLEMS THAT MAY ADVERSELY IMPACT THE OPERATION OF YOUR INFRASTRUCTURE OR SERVICES PROVIDED BY REQUIRE SECURITY OR ANOTHER PARTY; (C) MAY NOT BE RELIABLE; (D) MAY NOT HAVE BEEN EVALUATED FOR REGULATORY COMPLIANCE AND MAY NOT MEET REQUIREMENTS FOR TRANSMITTING, STORING, CREATING, OR OTHERWISE PROCESSING ELECTRONIC PROTECTED HEALTH INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, PERSONAL INFORMATION, OR OTHER SENSITIVE OR CONFIDENTIAL INFORMATION AND YOU SHALL NOT USE ANY TRIAL OFFERING FOR SUCH PURPOSES; (E) WHEN USED, MAY RESULT IN UNEXPECTED RESULTS, LOSS OF CONTENT OR DATA, OR OTHER UNPREDICTABLE DAMAGE OR LOSS TO YOU. REQUIRE SECURITY EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, CONTENT, OR DATA ACCESSED OR USED IN CONNECTION WITH A TRIAL OFFERING.
Compliance with Laws; Consents.You are solely responsible for compliance with all laws that apply to Your use, access, and receipt of a Trial Offering, including, but not limited to, laws requiring You to provide proper End User notifications and to obtain proper End User consents, which may be necessary to allow Require Security and third parties authorized by You or Require Security to access, process, and use Content (as defined in Section 12 (Content)). You shall comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable import and export, anti-bribery, foreign corrupt practices, intellectual property, and privacy laws and regulations, in connection with Your performance of Your obligations under this Agreement, including access to and use of the Trial Offerings. You are solely responsible for Your End Users’ access to and use of the Trial Offerings in compliance with this Agreement and all applicable law.
Confidential Information.You and Require Security agree to keep confidential all non-public, proprietary, or confidential information that You and Require Security provide to each other in connection with the performance of this Agreement or any Trial Offering. You and Require Security further agree to disclose Confidential Information (as defined in this Section 9 (Confidential Information)) that You or Require Security receive under this Agreement only to those employees, advisors, and attorneys of Yours or Require Security’s, as the case may be, who have a strict need to know the information being shared and who are bound by legal or contractual obligations to protect the confidentiality and security of the Confidential Information that are at least as restrictive as the obligations set forth in this Agreement. “Confidential Information” includes, without limitation, business information, development plans, product and service roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans in any form that are designated as “confidential” or a reasonable person knows or reasonably should understand to be confidential.Notwithstanding the restrictions in this Section 9 (Confidential Information), You and Require Security may each disclose Confidential Information received under this Agreement to the extent required by law, regulation, or court order, provided You or Require Security, as the case may be, first (i) notifies the other party, unless providing such notice is prohibited by the applicable legal authority, and (ii) cooperates with reasonable requests of the other party in order to seek a protective order or otherwise prevent or limit the disclosure of the information to third parties.You and Require Security shall keep all Confidential Information received under this Agreement in the strictest confidence until such time as, and only to the extent that, such information is (a) already rightfully known to You or Require Security at the time it is received, free from any obligation to keep such information confidential; (b) or becomes publicly known or available through no wrongful act of You or Require Security or any third party; (c) rightfully received from a third party without restriction and without breach of this Agreement; or (d) developed by You or Require Security without the use of any proprietary, non-public information received under this Agreement. You and Require Security shall each take reasonable steps to maintain the privacy and security of the Confidential Information that You and Require Security receive, using measures that are at least as protective as those taken to protect information of a similar sensitivity that belongs to You or Require Security, but in no event using less than a reasonable standard of care. In the event of any unauthorized use or disclosure of the other party’s Confidential Information, You and Require Security agree to provide notice to the affected party of such unauthorized use or disclosure and cooperate to regain control of, and to prevent further unauthorized use or disclosure of, the Confidential Information.
Proprietary Rights.You acknowledge and agree that Require Security owns all legal right, title, and interest in and to the Trial Offering, Feedback, and any and all intellectual property (and other proprietary) rights therein or arising therefrom, including, but not limited to, any and all copyrights, patents, patent applications, trade secrets, know-how, trademarks, and other rights therein (“Proprietary Rights”). To the extent You have the right to enforce or license any intellectual property (or other proprietary) rights needed for Require Security’s exercise of the rights specified to it under this Agreement, You hereby grant to Require Security a perpetual, irrevocable, sublicensable, royalty-free, worldwide license under such rights to exercise (including to utilize the subject matter of) such Require Security rights. Except for the license and other rights expressly granted to You in this Agreement, You acknowledge that nothing contained in this Agreement shall be deemed to give You, directly or by implication, estoppel, or otherwise, any rights, forbearances, or waivers under any intellectual property (or other proprietary) rights of Require Security.
Each Trial Offering is made available to You without any financial compensation or reimbursement of any kind from Require Security. You acknowledge the importance of communication with Require Security while accessing or using the Trial Offering. You shall provide reasonable feedback and information, as requested. In the event You request to opt out from such communications, Your access to and use of a Trial Offering may be canceled. During access to and use of the Trial Offering, You and Your End Users may provide feedback and information regarding the use of the Trial Offering, and You acknowledge that Require Security owns, and shall retain ownership of, all right, title, and interest in any suggestions, ideas, know-how, concepts, enhancements, feedback, recommendations or other information provided by You or any other party relating to a Trial Offering, including without limitation, new features or functionality relating thereto (collectively, “Feedback”). Require Security or its licensors own and shall retain all proprietary rights, including all copyright, patent, trade secret, trademark, trade name, and all other intellectual property rights in and to each Trial Offering and the Feedback. You hereby assign to Require Security all right, title, and interest in, and Require Security is free to use without any attribution or compensation to You, any Feedback relating to a Trial Offering or underlying technology of a Trial Offering. All Feedback is and will be treated as confidential until Require Security, in its sole discretion, chooses to make any specific Feedback non-confidential.
General Availability; Future Roadmap.Require Security may, in its sole discretion and at any time, choose to make a Trial Offering generally available to the public and remove the Trial Offering. Require Security makes no representation that the Trial Offering will comply with any potentially applicable laws (including regulations). You acknowledge that (i) additional laws and regulations may apply to a Trial Offering upon general release, and (ii) You may be required to accept additional contract terms, pay for access to the generally available version of a Trial Offering to enable continued use, or both. You acknowledge that access and use is voluntary and for the sole purpose of assisting and benefiting Require Security in the advancement of the Trial Offering. You acknowledge that (a) Require Security has not made any representations, promises, or guarantees that a Trial Offering will ever be announced or made generally available or otherwise available to anyone, and (b) Require Security has no express or implied obligation to You to announce or make a Trial Offering generally available or otherwise available.Any future plans or roadmap information provided during the Term is intended solely to outline general product direction and should not be relied on in making a purchasing decision and does not represent a commitment or legal obligation to deliver any material, code, or functionality. Future plans or roadmap information is intended for informational purposes only and may not be incorporated into any contract. Any forward-looking indication of plans for products, including the development, release, and timing of any features or functionality, is preliminary and all future release dates are tentative and are subject to change without notice. You acknowledge that a Trial Offering could be or include material nonpublic information, and therefore, You shall not offer to sell, sell, or otherwise enter into any transaction in connection with Require Security stock to the extent You are aware of or in the possession of any of Require Security’s material nonpublic information.
Indemnification.You shall defend, indemnify, and hold harmless Require Security, its Affiliates, licensors, and suppliers (the “Indemnified Parties”) and each of the Indemnified Parties respective officers, directors, members, employees, consultants, representatives, and agents from any third-party allegations, suits, claims, or demands and associated liabilities, costs, damages, and expenses (including, but not limited to, attorneys’ fees, expert fees, and court costs) (collectively, “Claims”) arising from or related to Your or Your End Users’: (a) dispute between each other; (b) violation of this Agreement; (c) infringement or violation of the intellectual property rights of another; (d) violation of any law; or (e) act or omission resulting in personal injury or property damage.
Limitation on Liability.
PLEASE READ THIS SECTION CAREFULLY AS IT LIMITS THE LIABILITY OF Require Security TO YOU.
IN NO EVENT WILL Require Security OR ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY, OR OTHER FORM OF ACTION, AND INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, AND EVEN IF YOU HAVE ADVISED Require Security OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT, AND THAT THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
International Use; Export Controls; Sanctions.You acknowledge that the Trial Offerings, or a portion thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774, of the United States and may be subject to other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). You shall not, and shall not permit any of Your End Users of a Trial Offering, to access, use, export, re-export, divert, transfer, or disclose any part of a Trial Offering or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation.
You represent and warrant that: (i) You and Your End Users (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) and that You and Your End Users will not access or use a Trial Offering, or export, re-export, divert, or transfer a Trial Offering, in or to such countries or territories; (b) are not persons, or owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists; and (c) are not persons on the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists; and (ii) You and Your End Users located in China, Russia, or Venezuela are not Military end users and will not put Require Security’s Trial Offerings to a Military end user, as defined in 15 C.F.R. 744.21. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.