Evaluation License Agreement

BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, OR BY INSTALLING, ACCESSING AND/OR USING (COLLECTIVELLY, “EXECUTION“) UNBOUND’S KEY CONTROL (UKC) VIRTUAL HSM SOFTWARE (“SOFTWARE”), INCLUDING ALL RELATED DOCUMENTATION,  YOU EXPRESSLY ACKNOWLEDGES AND AGREES THAT YOU, OR THE COMPANY YOU REPRESENT, (“LICENSEE“) ARE ENTERING INTO THIS EVALUATION AGREEMENT (“AGREEMENT“) WITH UNBOUND TECH LTD (“UNBOUND”) AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT.

TO THE EXTENT THAT LICENSEE AGREES TO THIS AGREEMENT BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, LICENSEE HEREBY WAIVES ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW.

1.               GRANT OF LICENSE.

Unbound grants to Licensee a worldwide, revocable, non-transferable, non-sublicensable and limited right to use the Software for the purpose of evaluating this product in Licensee’s network environment or cloud environment, for a period of thirty (30) days from the  date of Execution of this Agreement (the “Evaluation Period”), which may be extended at Unbound’s sole discretion upon Licensee’s request. At the end of the Evaluation Period Licensee will either return or destroy Licensee’s copy of the Software or delete the Software from Licensee’s network as instructed by Unbound, or if Licensee wishes to continue using the Software, Licensee must contact Unbound and request a full license for the Software. Licensee’s continued use of the Software with additional use cases and features after the Evaluation Period shall be subject to payment of the appropriate license fees and entering into Unbound’s standard end user license agreement.

2.               NO FEES OR SERVICES.

Unbound shall not be entitled to any license fees for the Evaluation License. Unbound may use commercially reasonable efforts to support and maintain Licensee’s use of the Software during Unbound’s regular business hours but shall be under no obligation to provide Licensee with any such services. Neither party shall have any obligation with respect to any further license of the Software or any other Unbound product.

3.               OWNERSHIP.

The Software is owned by Unbound (or its third-party licensees) and is protected by intellectual property laws and international treaty provisions. Unbound (or its third-party providers) retains all title, right, copyright (and any other applicable intellectual property right), and interest in and to the Software, including all documentation, translations, enhancements, improvements or other modifications made to or derived from the Software.

4.               NON-DISCLOSURE.

5.               LIMITATION OF LIABILITY AND WARRANTY.

THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. UNBOUND DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE, AND ANY ACCOMPANYING DOCUMENTATION. IN NO EVENT SHALL UNBOUND OR ITS THIRD-PARTY LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CONSEQENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF UNBOUND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL UNBOUND’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS EXCEED USD $100. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS.

6.               RESTRICTED USE.

Licensee may not copy, distribute, sell, sublicense, reverse engineer, decompile, or disassemble the Software. The Software is provided to Licensee for its evaluation only and Licensee shall use the Software only for that purpose. Licensee may not remove from view any copyrights legend, trademark or confidentiality notice appearing on the Software or Software output. We may insert in each copy of the Software a mechanism to make the Software inoperable after a specified period of time.

Licensee may not make any use of the Software in whole or in part that is not expressly permitted by this Agreement. The license granted herein is solely for Licensee’s benefit and may be used only for Licensee’s internal evaluation purposes. The server and each computer permitted to access the Software must be in Licensee’s possession and under Licensee’s control and used only by persons who have a specific need to use. Licensee shall take no action designed to defeat the operation of any security measure incorporated in the Software.

7.               TERMINATION.

The license granted hereunder shall terminate on expiration of the Evaluation Period unless terminated earlier by written notice. Upon termination of this Agreement, Licensee will follow all reasonable instructions provided by Unbound with respect to Licensee’s continued use of the Software and/or with respect to Unbound’s Confidential Information in Licensee’s possession. Sections 3 through 8 shall survive the termination of this Agreement.

8.               GENERAL.

This Agreement will be governed by the laws of State of Israel, except with regard to its choice of law rules.  In the event of a dispute that cannot be resolved amicably between the parties, any claim under this Agreement shall be brought exclusively to the competent courts in courts in Tel Aviv, Israel.  No waiver, alteration or modification of the provisions of this Agreement or any of the terms of a purchase order will be valid unless made in writing and signed by a corporate officer of Unbound. If any provision or provisions of this Agreement are determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. Licensee may not assign this Agreement to any third party.

This Agreement constitutes the entire agreement between Licensee and Unbound, and from the date of Execution, it shall supersede all prior agreement, understanding and negotiations previously carried on between the parties.

Last updated: April 2020