FREE TRIAL AGREEMENT

Last updated: June 2023.

This Free Trial Agreement (the “Agreement”) is a binding contract between you the individual or entity that has subscribed for the free trial of the Services (“Licensee”) and OvalEdge, LLC., a company having its registered office at 5655 Peachtree pkwy Suite#216 Peachtree Corners GA 30092 (“Licensor”).

This Agreement provides and captures an important legal information about the license of the Licensor’s proprietary automated cloud migration solution referred as the Software (as defined below) and the Licensee’s usage, and access of the Software.

BY ACCEPTING THIS AGREEMENT, BY CLICKING ‘I AGREE’ (OR SIMILLAR BUTTON) OR USING THE SOFTWARE OR SERVICES, THE LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT.

If the Licensee is entering into this Agreement on behalf of a company or other legal entity, the Licensee represents that it has the authority to bind such entity to the terms and conditions of this Agreement and, in such an event, “Licensee” as used in this Agreement shall refer to such entity. If the Licensee does not have such an authority or does not agree to the terms of this Agreement, then the Licensee must not accept this Agreement and may not use the Services.

The Licensee may not access the Services, if the Licensee is the Licensor’s competitor, except with a prior written consent of the Licensor. In addition, the Licensee may not access the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.

For the purpose of this Agreement,

“Free Trial Term” means 14 days free trial period and shall be effective from the date of your subscription to the trial version of the Services.

“Services” shall mean the internet accessible service offered by the Licensor under which the Software hosted by the Licensor on cloud is made available to the Licensee as part of a free trial of the Software.

“Software” means Licensor’s proprietary software product, namely OvalEdge Data Governance Software. "Licensor", "we", "us" and "our" shall mean OvalEdge LLC.

1. LICENSE 

1.1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants you during the Free Trial Term, a limited, non-exclusive, non-transferable, non-sublicensable license to install, access and use the Services to review and evaluate Software and/or Services for the Licensee’s internal business use (“Purpose”). The Software and the Services under this Agreement are provided to the Licensee free of charge during the Free Trial Term.

2. LICENSE RESTRICTIONS 

2.1 You shall not use the Software and /or Services other than the Purpose.

2.2 You shall not upload any production data to the Software or use the Software or Services for any commercial purposes.

2.3 You shall not copy, modify, distribute, disassemble, de-compile or reverse engineer or otherwise attempt to derive the source code of the Software or permit or encourage any third party, to do so.

2.4 You shall not permit any third party to access the Software, except as expressly provided in this Agreement, including without limitation any use in any application service provider environment, service bureau, or time-sharing arrangements.

2.5 You shall not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others and Licensor, directors, employees, or representatives, by using the Software;

2.6 You shall not publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing,  obscene, indecent, or unlawful topic, name, material, or information while using the Software;

2.7 You shall not try to hack, crash, or sabotage the Software.

2.8 You shall not sell, resell, rent, or lease the Software and/or Services for timesharing or service bureau purposes, or otherwise use the Software on behalf of any third party.

2.9 You shall not adapt, alter, publicly display, publicly perform, translate, embed into any other product, or otherwise create derivative works of, or otherwise modify the Software.

2.10 You shall not use the Software or Services in any manner to assist or take part in the development, marketing, or sale of a product potentially competitive with the Software.

2.11 You shall not use the Software for performing comparisons or other “benchmarking” activities, either alone or in connection with any other software (and you will not publish or disclose any such performance information or comparisons);

2.12 You shall not interfere with or disrupt the integrity and performance of the Software.

2.13 You shall not copy any features, functions, or graphics of the Software.

3. PROPRIETARY RIGHTS

3.1 You acknowledge and agree that the Software and Services, including without limitation the Software’s sequence, structure, organization, source code, and applicable documentation contains valuable trade secrets and other intellectual property of the Licensor, its suppliers, or its licensors and is considered Licensor’s confidential information. The Services is licensed and not sold to you, and no title or ownership to the Software or the intellectual property rights embodied therein passes as a result of this Agreement or any act pursuant to this Agreement. The Software and all intellectual property rights therein are the exclusive property of the Licensor, its suppliers, or its licensors, and all rights in and to the Software not expressly granted to you in this Agreement are reserved. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any existing or future property of the Licensor, except to the extent necessary for users to use the Service as expressly permitted under this Agreement.

4. CONFIDENTIALITY 

4.1 The Software and Services provided under this Agreement contains valuable trade secrets and is the confidential information of the Licensor.

4.2 You agree to use all commercially reasonable precautions to protect the confidentiality of the Software and Services and shall secure from all individuals having access to the Software, per the terms of this Agreement, commitment to maintain the Software in confidence.

4.3 You agree that under no circumstances the Licensor or its affiliates or subsidiaries shall be held responsible or liable for any loss, damage, or harm caused due to your reliance on information obtained from the Services.

5. THIRD PARTY SOFTWARE 

Any third-party software accessed hereunder is subject to separate terms and conditions provided by such Third-Party Software. The license restrictions contained in this Agreement do not apply to Third-Party Software to the extent they are inconsistent with such Third-Party Software terms. The Licensor shall not be responsible for any Third-Party Software. 

6. TERM AND TERMINATION

This Agreement will commence upon your acceptance of this Agreement and will continue until the end of the Free Trial Term. This Agreement will immediately terminate upon your breach of this Agreement. Any termination of this Agreement shall also terminate the license granted hereunder.  Sections 3, 4, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive the termination of this Agreement.

7. INDEMNITY 

You will defend, indemnify and hold harmless the Licensor from and against any loss, cost, liability or damage, including attorneys’ fees, for which Licensor becomes liable arising from or relating to any claim relating to your data, including but not limited to any claim brought by a third party alleging that your data, or your use of the Software in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. 

8. WARRANTY DISCLAIMER

You expressly understand and agree that the software and the services are provided to the licensee on a trial basis for its understanding and evaluation of the services before subscribing to a paid version of it. your use of the software and services is at your sole risk and the same is provided on "as is" and “as available” basis. the licensee agrees that licensor, its subsidiaries and affiliates, do not represent or warrant to that 1) your use of the services will meet your requirements, 2) your use of the services will be uninterrupted, timely, secure or free from errors, 3) any information obtained by you as a result of your use of the services will be accurate or reliable. licensor further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. the software may be subject to limitations or issues inherent in the use of the internet and licensor is not responsible for any problems or other damage resulting from such limitations or issues. some jurisdictions do not allow the exclusion of implied warranties and so the above exclusions may not apply to you.

9. LIMITATION OF LIABILITY

In no event shall the licensor be liable for any direct, indirect, punitive, incidental, special or consequential damages or for any damages whatsoever including, without limitation, (including without limitation damages for interruption of business or communication or delay, lost data, lost profits, or the like) regardless of the form of action, whether in contract, tort (including without limitation negligence), strict product liability, or other theory, even if advised of the possibility of such damages. this limitation of liability will apply notwithstanding the failure of essential purpose of any limited remedy set forth herein. this limitation of liability is a fundamental element of this agreement between you and the licensor. licensor would not provide the software to you absent such limitation.

10. GOVERNMENT USE

If you are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defence Federal Acquisition Regulation Supplement as applied to military agencies. The Software is “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the Software by the Government shall be governed solely by the terms of this Agreement.

11. SUPPORT

Licensor may provide you with support services related to the Software ("Support Services"), at its discretion. Use of Support Services, if any, is governed by Licensor's policies and programs described in any user’s manual, in online documentation, and/or in other Licensor-provided materials. Licensee may reach out to the Licensor in relation to any support via the following email address: support@ovaledge.com.

12. DATA PRIVACY

The personal information collected by us is subject to and governed by our Privacy Policy located at https://www.ovaledge.com/privacy. You understand that by using the Services you consent to the collection, use, and disclosure of your personally identifiable information i.e., email ids.

13. GENERAL PROVISIONS

13.1 This Agreement along with other policies referred under this Agreement, constitutes the entire or sole legal agreement between you and Licensor and shall govern the use of the Software and shall supersede and prevail over any prior agreements, whether oral or written, regarding subject matter hereof.

13.2 If any court of law, having the jurisdiction to decide on this matter, rules that any provision contained under this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.

13.3 Licensor shall have a right to assign this Agreement to its affiliates or any third parties at any time without notice to you.

13.4 This Agreement shall be governed by and construed under laws of Georgia as such law applies to agreements between Georgia residents entered into and to be performed within Georgia, and The U.N. Convention on Contracts for the International Sale of Goods shall not apply. Unless waived by Licensor in a particular instance, the sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in Georgia and each party hereby consents to the jurisdiction of such courts for any such dispute.

13.5 Any waivers and modifications must be in writing and signed by both parties. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.

13.6 By registering your details with Licensor, you agree that we may contact you with important information relating to the Services.

13.7 No agency, partnership, joint venture, or employment is created between you and the Licensor as a result of this Agreement, and you do not have any authority of any kind to bind Licensor in any respect whatsoever.