Proof of Concept (POC) Terms and Forms

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 (We, Us, Our). They apply to your use of Egress software and services (the Services) during the Trial Period 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. Except as necessary for the Purpose, access is not permitted for competitive or benchmarking purposes, or for evaluating or monitoring Service functionality, availability or performance. You warrant that during the 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 30 calendar 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 Trial Period). Your employees (Users) can access and use the Services for the Purpose during the Trial Period (subject to any other terms notified to you).
   
   
2. You are responsible for: (a) any customer-side configurations of the Services necessary; (b) security and confidentiality of any log-in details relevant to the trialled Services, 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 unauthorised use or any other breach of this Section.
   
   
3. Workspace only: If trialling Secure Workspace, We recommend using dummy data during the Trial Period.
   
   
4. Prevent and/or Defend only:  You acknowledge that advice given by Services is based on analysis of User behaviour and is designed to assist, and not replace, your, your Group and Users’ own decision making and judgment.
   
   
5. You or your licensors 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 and Smart Data during the Trial Period (Your Instructions). By using certain Services you and Users may share Content with third-parties. We will not access, use, process or disclose Content or Smart Data 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 and Section 13 below; or (c) as approved by you. You expressly acknowledge the interception, technical processing, transmission and storage of Content, Threat Data and Smart Data as necessary 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 and Smart Data to provide the Services in accordance with these Terms.
   
   
6. We have implemented appropriate technical and organisational 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. In accordance with Our obligations under applicable law, We may undertake forensic investigations in relation to the use of the Services.
   
   
7. We will collect use, disclose and otherwise process and use data in accordance with Our privacy policy, these Terms and any document referred to within them, and, to the extent that We or a relevant member of Our Group are self-certified or registered with a privacy framework that protects transfers of Personal Data under applicable law, the terms of that privacy framework.
   
   
8. 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 however We are not obliged to perform a comprehensive legal examination of them. 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.
   
   
9. We, Our group or licensors own all rights (including current and future developed intellectual property rights), title and interest in and to the Services, Software, Threat Data, Third-Party Data and Support (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 of any data), in each case whether such are developed or created, revised or modified in response to your requests, suggestions or ideas, even if performed as professional services.  Except as set out in these Terms, We do not, and will not be deemed to , grant you or a User any rights in or licences to any of the foregoing.  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.  If you give us feedback relating to third-party software then you similarly grant Us the right to permit the relevant licensor to use, modify, distribute and incorporate into its products, software and services your feedback on the terms set out above.  Patents and design rights protect certain intellectual property rights within the Services and Software. Details can be found at www.egress.com/about/patents. 
   
   
10. CONTENT ENTERED INTO, OR SENT USING, THE SERVICES WILL BE LOST UNLESS YOU DOWNLOAD, DECRYPT AND EXPORT IT PRIOR TO THE END OF THE 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 TRIAL PERIOD. YOU WILL BE FULLY LIABLE UNDER THESE TERMS FOR ANY DAMAGES ARISING OUT OF USE OF THE SERVICES DURING THE TRIAL PERIOD. NOTHING IN THIS SECTION EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.  Some jurisdictions may not allow the exclusions or limitations set out above and so they may not apply to Our relationship with you. In such circumstances, Our liability for such damages will be limited to the greatest extent permitted by applicable law in that jurisdiction. In particular, nothing in this Section acts to exclude or limit liability that cannot be excluded or limited by applicable law (including in the United Kingdom, death or personal injury caused by Our or Our Group’s negligence, or fraud or fraudulent misrepresentation). You and your Group have sole responsibility for the results and conclusions obtained from use of the Services.
    
    
11. 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.
    
    
12. 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.
    
    
13. We may: (a) compile statistical reports from System Data, Smart Data, Threat Data and other information relating to the performance, operation and use of the Services and identified threats; (b) process Smart Data to create anonymous data sets; (c) use System Data, Threat Data and anonymous data from the Services for security and operations management, creation of statistical analyses, pro-active maintenance and investigations and for research and development purposes; and (d) use Threat Data to improve, update and modify the Services, including any block/allow lists, threat analysis, reports and records. We may make reports and information using any of the foregoing publicly available or otherwise share them with third-parties provided that they will not incorporate Content, Smart Data or personal or confidential information in a form that could serve to identify you or any User. We retain all intellectual property rights in this data, these reports and information.
    
    
14. 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).
    
    
15. Smart Data and System Data have the meanings given in Our Privacy Policy.  Threat Data means data identified by Our Defend Services as, without limitation: (a) malicious; (b) indicative of cyberattack or other threat; or (c) that which is, or could be, used to exploit vulnerabilities, conduct malicious activity, malware or ransomware infections, data theft or unauthorised access, cyberattacks or other activity. Threat Data includes data derived from the foregoing.
    
    
16. Our Service Privacy Policy, disclosure policy, retention policy, acceptable use policy, Data Processing Addendum and BAA can all be found on our Legal Hub and are incorporated by reference into these Terms.
    
    
17. 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.