Proof of Concept Terms

These terms are accepted by the party (you) when you sign a POC Confirmation Form (the Form) with the relevant Egress Software Technologies entity set out below (WeUsOur). They apply to your use of Egress software and services (the Services) for internal evaluation purposes only (the Purpose). Employees, contractors and representatives of Our direct competitors may not access the Services without Our prior written consent, and access is not permitted for competitive or benchmarking purposes, or for evaluating or monitoring Service functionality, availability or performance. You warrant that during the Free Trial Period neither you nor any of your group will supply, sell or resell products or services which compete with the Services.

  1. These terms come into force on the date you sign the Form and continue until the earlier of: (a) the date 60 days after they start; (b) the date you purchase the relevant Service; or (c) termination by either of us through 3 days’ notice (which can be given by email) (the Free Trial Period). Your employees (Users) can access and use the Services for the Purpose during the Free Trial Period (subject to any other terms notified to you).
  2. You are responsible for: (a) customer-side configurations; (b) security and confidentiality of log-in details, and acts and omissions of anyone using them (unless caused by Our breach of these terms); (c) ensuring your Users comply with Our acceptable use policy, these terms and applicable law; (d) your Users’ acts and omissions. You must notify Us promptly of unauthorized use or any other breach of this Section.
  3. We recommend using dummy data. You acknowledge that Our Technical Services engineers may require access to administrative functions of the Services during onboarding and configuration, which will be revoked once deployed into production.
  4. You or your licencors own, and will own, all right, title and interest in the files, data, text, audio, video, images and other materials transferred, stored, shared or hosted on or through the Services by you, Users and any recipients (Content). You are solely responsible for its legality, reliability, integrity, accuracy and quality. These terms and any use of tools provided by the Services contain your instructions to Us and Our group relating to processing of Content during the Free Trial Period (Your Instructions). By using the Services you and Users may share Content with third-parties. We will not access, use, process or disclose Content to third-parties except: (a) as necessary to maintain or provide the Services in accordance with Your Instructions; (b) in accordance with our third-party disclosure policy; or (c) as approved by you. You understand that technical processing and transmission of Content is fundamentally necessary to the use and provision of the Services and therefore expressly consent, on behalf of yourself and Users, to the interception and storage of Content as needed to provide the Services. On behalf of yourself and your Users, you grant Us, Our group and sub-processors a fully-paid up, non-exclusive, royalty-free, sub-licensable licence to process, copy, cache, store, display and reproduce Content in accordance with Your Instructions.
  5. We have implemented appropriate technical and organizational measures in relation to the Services taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing, and the likelihood and severity of risk to the rights and freedoms of individuals. We may undertake forensic investigations relating to the Services that may result in a criminal or civil prosecution.
  6. We will collect use, disclose and otherwise process and use data in accordance with applicable laws, regulations and Our privacy policy. To operate Our Group effectively We use shared systems, resources and sub-processors. CRM Information, System Data and Smart Data may be transferred, shared and processed between and by these parties which may involve it being transferred, stored or processed outside the country where you or a User is located. We will ensure that any transfer is subject to appropriate and applicable legal and technical safeguards.
  7. You will ensure that Your Instructions comply with all applicable laws, rules and regulations and that Our processing of Content in accordance with them will not cause Us or Our group to violate any applicable law. We will immediately inform you if, in Our opinion, Your Instructions infringe any privacy laws and regulations. If We process: (a) personal data about EEA residents on your behalf in delivering the Services then Our data processing addendum will apply; (b) Protected Health Information in Content (as each terms is defined in 45 CFR § 160.103 of HIPAA in the US) then Our Business Associate Agreement (BAA) will apply. These additional documents are incorporated by reference and will apply in the event of any conflict relating to Our privacy and security obligations.
  8. Except as set out in these terms, We have no rights in or to your Content. We and Our group own all rights, title and interest (including intellectual property rights) in and to: (a) CRM Information, System Data and Smart Data (as defined in Our privacy policy); and (b) the Services (including documentation, outputs, developments, deliverables, code, changes, updates and new versions of them, and in any learning enhancements to the artificial intelligence and machine learning generated by its and their outputs and analysis). We do not grant you any rights in or licences to them unless in these terms. You grant us a fully-paid up, royalty free, worldwide, perpetual, irrevocable, transferable, sub-licensable (including through multiple tiers) right to use, modify, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by you or any Users related to the Services.
  9. CONTENT ENTERED INTO, OR SENT USING, THE SERVICES WILL BE LOST UNLESS YOU DOWNLOAD, DECRYPT AND EXPORT IT PRIOR TO THE END OF THE FREE TRIAL PERIOD. THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. WE HEREBY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL GUARANTEES, CONDITIONS, WARRANTIES AND REPRESENTATIONS, IMPLIED, STATUTORY OR OTHERWISE CONCERNING THEM OR ANY DOCUMENTATION OR OTHER MATERIALS PROVIDED BY US (INCLUDING THOSE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT). WE WILL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE SERVICES DURING THE FREE TRIAL PERIOD. YOU WILL BE FULLY LIABLE UNDER THESE TERMS FOR ANY DAMAGES ARISING OUT OF USE OF THE SERVICES DURING THE FREE TRIAL PERIOD. NOTHING IN THIS SECTION EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
  10. Unless success criteria is defined on the Form these terms do not require either of us to proceed with a business relationship in relation to them.
  11. On termination or expiry: (a) We will stop your access to the Services and you must remove Our software from your systems (and confirm you have done so); (b) materials and copies belonging to each other must be returned; and (c) Our retention policy at www.egress.com/legal will apply. Termination or expiry will not affect accrued rights, remedies or liabilities.
  12. These terms do not create any agency or partnership relationship, there are no third-party beneficiaries under them, and changes must be in writing signed by both of us. They contain the entire agreement in relation to the Purpose, superseding any other agreements. Waivers must be in writing. If part of these terms is illegal or unenforceable it will be deemed modified to make it applicable, and if not possible, deemed deleted with the rest remaining in force. These terms cannot be assigned or transferred by you without Our written consent. We reserve the right to transfer Our obligations, rights and permissions to any organisation to whom We may transfer Our business or assets (including if there is a proposed acquisition).
  13. Our Service Privacy Policy, disclosure policy, retention policy, acceptable use policy, Data Processing Addendum and BAA can all be found on our Legal Hub.
  14. The Egress entity you are contracting with, how you should serve notices, and the law and jurisdiction that apply to these Terms (and any disputes or claims, including non-contractual disputes and claims) are as set out below. Confidentiality will be governed by the separate non-disclosure agreement between us.
Where you’re domiciled Egress entity entering into these Terms, and address for service of legal notices Governing law Courts with exclusive jurisdiction Special terms

The USA or Canada

Egress Software Technologies, Inc. (a Massachusetts corporation) Suite 2, Level 3, 268 Summer Street, Boston, MA 02210, US

Copy to: legal@egress.com

State of Delaware without regard to choice of law or conflict rules

Boston, Massachusetts

We both waive our respective right to a jury trial of any claim or cause of action relating to or arising out of these Terms. This waiver is intended to encompass any and all disputes that may be filed in any court and that relate to the subject matter of these Terms (including contract, tort, breach of duty and all other common law and statutory claims). Each of us represents and warrants that we have consulted with legal counsel concerning this and that we provide this waiver knowingly and voluntarily.

Netherlands, Belgium or Luxembourg

Egress Software Technologies Limited (registered number: 06393598, registered as a foreign legal entity on the Dutch Chamber of Commerce) CCI: 74110462 Oval Tower, De Entrée 99-197, 1101 HE Amsterdam, The Netherlands

Copy to: legal@egress.com

Dutch law

Chamber for International Commercial Matters (if incompetent, the Courts of Amsterdam)

None

Rest of the World

Egress Software Technologies Limited (registered number: 06393598) 12th Floor, The White Collar Factory, 1 Old Street Yard, London, EC1Y 8AF, UK

Copy to: legal@egress.com

England and Wales

England and Wales

None

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