Platform Evaluation Agreement

Last update: 
May 3, 2024

This Agreement is entered into by Customer and Company as of the Effective Date.  This Agreement governs the terms and conditions under which Customer will evaluate the Licensed Platform.

  1. Company License to Customer.
    Subject to and conditional upon Customer’s compliance with this Agreement, Company grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable, worldwide license to access and use the Licensed Platform, solely for internal business purposes in order to evaluate the Licensed Platform during the Evaluation Term in accordance with any instructions provided by Company. In the event that Customer wishes to re-assign access to a different trial user during the Evaluation Term, the Customer must provide written notice to the Company detailing the proposed new user's information, which shall include his/her email address and job title. Upon receipt of this notice, the Company reserves the right to review and approve the proposed new user pursuant to the procedures used to onboard and provision the original user.
  2. Ownership Rights.
    As between Company and Customer, Company shall retain all right, title, and interest in and to the Licensed Platform and all improvements, enhancements or modifications thereto (the “Services IP”). To the extent Customer has or obtains any right, title, or interest in the Services IP, Customer hereby assigns, and agrees to assign, without further consideration, to Company all such right, title, and interest Customer may have or obtain. Nothing will confer on either party any other rights or licenses except as set forth in this Agreement.
  3. Confidentiality.
    1. Confidential Information. For purposes of this Agreement, “Confidential Information means any information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement that is (a) in written, graphic, machine readable or other tangible form and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature, (b) in the case of oral or visual disclosure, is identified as confidential at the time of disclosure and reduced to tangible form, marked as confidential, and provided to the Receiving Party within a reasonable time, or (c) under the circumstances should in good faith be considered to be confidential. Confidential Information includes, without limitation, information related to research, product plans, products, developments, inventions, processes, designs, markets, business plans, agreements with third parties, services, customers, marketing or finances of either party, the content or existence of any negotiations, and pricing. All technology or proprietary information underlying the Licensed Platform, including nonpublic attribution data pertaining to an entity or blockchain wallet included in the Licensed Platform, shall be deemed Confidential Information of Company without any need for designating the same as confidential or proprietary. Confidential Information of Customer shall include all non-public data provided by Customer to Company to enable the provision of access to, and use of, the Licensed Platform as well as all content, data and information uploaded by Customer and recorded and stored by the Licensed Platform for Customer without any need for designating the same as confidential or proprietary (“Customer Data”). Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it is: (i) already in the possession of the Receiving Party prior to the first disclosure hereunder as shown by records or files; (ii) is already part of the public knowledge or becomes part of the public knowledge after the time of disclosure other than as a result of any improper action by the Receiving Party; (iii) is approved in writing by the Disclosing Party; (iv) is required to be disclosed by applicable legal authority provided that, if practicable, adequate notice and assistance is given by the Receiving Party to the Disclosing Party for the purpose of enabling the Disclosing Party to prevent and/or limit the disclosure; or (v) is independently developed by either party without use of the Confidential Information from the other party.
    2. Non-Use and Non-Disclosure. Each party shall treat as confidential all Confidential Information of the other, shall not use such Confidential Information except as set forth in this Agreement, and will not disclose such Confidential Information to any third party except as expressly permitted herein without the Disclosing Party’s written consent. The Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the Disclosing Party’s Confidential Information, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. In the event of any termination or expiration of this Agreement, each party will either return or, at the Disclosing Party’s request, destroy the Confidential Information of the other party; provided however, that Company may retain copies of the Customer Confidential Information for routine backup and archival purposes. For the avoidance of doubt, Company does not share Customer Data between Customers unless each Customer explicitly consents to and agrees to such data sharing in writing, provided that the Company may use, reproduce and disclose Platform, Software, and Services-related information, data and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer or any other identifiable individual person or entity for product improvement and other lawful purposes in accordance with this Agreement.
  4. Software Restrictions.
    Customer shall not, and shall not permit any third party to: (i) use the Licensed Platform except to the extent permitted in this Agreement; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Licensed Platform or any software, documentation or data related to the Licensed Platform; (iii) modify, translate or create any derivative work of any part of a Licensed Platform; (iv) market, sublicense, publish, distribute, host, reproduce, resell, assign, transfer, rent, lease, or loan the Licensed Platform or any software, or a product potentially competitive with the Licensed Platform; or (v) harvest or scrape any information from the Licensed Platform.
  5. Feedback.
    During the term of this Agreement, each party may provide reasonable feedback to the other party regarding the products, software, services and data of the other party, including any deficiencies and recommended improvements (“Feedback”).  Each party will own all intellectual property rights relating to Feedback received from the other party and relating to its own products, software, services and data.  In the event that the other party has or obtains any right, title, or interest in such intellectual property rights, the other party hereby assigns, and agrees to assign, without further consideration, to the first party all such right, title, and interest.  Except as expressly provided in this Agreement, neither party grants any license or right, by implication, statute, inducement, estoppel or otherwise, and each party hereby reserves all of that party’s rights other than the rights explicitly granted in this Agreement.
  6. No Warranties.  
    Except as expressly provided in this Agreement, (a) the Licensed Platform and any related documentation, data and software are provided by each party "AS IS" and without any warranty of any kind, and (b) Company does not warrant that the Licensed Platform or any related documentation, data or software is error free or will perform according to any specifications, service levels, or at all.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE LICENSED PLATFORM AND ANY RELATED DOCUMENTATION, DATA AND SOFTWARE,  INCLUDING ALL IMPLIED WARRANTIES IN ALL JURISDICTIONS AROUND THE WORLD, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  7. Indemnity.  
    Customer shall indemnify, defend, and hold Company and its affiliates, and Company’s and its affiliates’ officers, members, directors, employees, agents, successors and assigns, harmless from and against all third-party claims and any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) arising from: (a) Customer’s breach of any provision of this Agreement; (b) any data or content that Customer transmits or uploads to the Licensed Platform; (c) Customer’s provision of any Company materials (including any results or reports generated by or using the Licensed Platform) to any third-party; or (d) any other party’s access and use of the Licensed Platform with Customer’s unique username, password, or other appropriate security code.
  8. Limitations.  
    THE COMPANY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTIES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR OTHER DAMAGES WHETHER IN AN ACTION BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF OR DAMAGE TO DATA, EVEN IF THAT PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.  Under no circumstances shall Company’s total liability of all kinds arising out of this Agreement exceed one thousand U.S. Dollars ($1000.00).  Customer acknowledges and agrees that this Agreement grants Customer access to the Licensed Platform for evaluation purposes only, without payment of any fee, and, as such, Company’s disclaimers, exclusions, and limitations in this Agreement are reasonable and proportionate.
  9. Term and Termination.  
    This Agreement becomes effective on the Effective Date and remains in effect for the Evaluation Term (as defined on the first page), if not extended with the mutual written agreement of each party (email acceptable).  Each party may terminate this Agreement at any time for any reason with two (2) days prior written notice, or immediately in the event that the other party materially breaches any term or condition of this Agreement. Upon any such termination: (a) this Agreement and all rights, licenses and obligations hereunder shall immediately terminate; and (b) Customer’s access to the Licensed Platform shall cease. Following termination, Company shall not be required to provide Customer with access to any data uploaded to or associated with the Licensed Platform, and Company shall at all times be responsible for maintaining its own back-up copies of any such data (including Customer Data).
  10. Publicity.
    Except as set forth in this Agreement, neither party shall issue or release any announcement, statement, press release, or other publicity, research or marketing materials relating to this Agreement or the Licensed Platform or otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship without obtaining the express prior written consent of the other party. Notwithstanding anything herein to the contrary, Customer acknowledges that Company may disclose the existence and terms and conditions of this Agreement to its advisors, actual and potential sources of financing, prospective customers, and to third parties for purposes of due diligence.
  11. General.  
    Neither Party may assign this Agreement without the express consent of the other party, except that either party may assign this Agreement without the need to obtain such consent in connection with a sale or transfer of all or substantially all business, assets or stock of the assigning party.  This Agreement will be governed by the laws of the State of California, without reference to conflict of laws principles.  Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts in San Francisco, California for any disputes that may arise in connection with this Agreement, and any resulting judgment or court order will be enforceable in all relevant jurisdictions.  This Agreement contains the entire agreement between the parties in connection with its subject matter and may not be amended or waived in whole or in part except through an executed agreement of both parties.
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