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Evaluation Agreement for Hopsworks Software
Last Updated June 6, 2024
The license agreement below grants you the right to evaluate Hopsworks Enterprise for your application. If during the course of your evaluation you have any questions or require support, we’ll be more than happy to help you (within reason): so please feel free to contact us while you’re evaluating!
EVALUATION AGREEMENT FOR HOPSWORKS SOFTWARE
IMPORTANT – CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS HOPSWORKS EVALUATION AGREEMENT (THIS “AGREEMENT”). BY CLICKING “YES,” “CREATE”, OR PROCEEDING WITH THE INSTALLATION OF THE HOPSWORKS ENTERPRISE SOFTWARE (“SOFTWARE”), OR USING THE SOFTWARE YOU AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU INSTALL AND/OR USE THE SOFTWARE (“LICENSEE”) ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT WITH HOPSWORKS, AB. (“HOPSWORKS”), AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY OR OTHERWISE USE THE SOFTWARE. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT LICENSEE ACCEPTS THIS AGREEMENT.
1. Software Evaluation
(a) License Grant. Subject to Licensee’s compliance with the terms and conditions of this Agreement, Hopsworks hereby grants Licensee a limited, personal, revocable, non-transferable, non-sublicensable, non-exclusive license during an “Evaluation Period” commencing on the Effective Date and extending for either 30 days or the period set forth in the trial request form or as otherwise specified by an authorized Hopsworks representative in writing, to use the Software solely for internal evaluation purposes only, as necessary to determine the feasibility of using the Software. The Evaluation Period may be extended by Hopsworks in writing (an email will suffice). Without limiting any restrictions on Licensee’s use of the Software as set forth in Section 1(c) (Restrictions) below and elsewhere in this Agreement, Licensee is expressly prohibited from distributing any copy of the Software (whether in connection with an Application-based product or service or otherwise) to any third party.
(b) Restrictions. Licensee may not, and will not permit or induce any third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Software; (ii) alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Software; (iii) rent, lease, network, loan, pledge, encumber, sublicense, sell, distribute, disclose, assign or otherwise transfer the Software or any copy thereof; (iv) use the Software in commercial timesharing, rental or other sharing arrangements; or (v) remove any proprietary notices from the Software or any related documentation or other materials furnished or made available hereunder, (vi) disclose results of any benchmark tests of the Software to any third party without Hopsworks’ prior written consent. In addition, Licensee agrees to comply with all applicable local, state, national, and international laws, rules and regulations applicable to Licensee’s use of the Software.
(c) Usage Limit Compliance. Unless otherwise agreed to by the parties in writing, Licensee’s Software deployment/installation is subject to the following limits: up to 7 containers, 16 cpu cores per and 128GB RAM per container and limited to 3 Hopsworks projects (collectively “Usage Limits”). Licensee must accurately record and provide information to Hopsworks about Software use/installation to verify compliance with the Usage Limits upon request from Hopsworks.
(d) Proprietary Rights. Hopsworks or its licensors retain all right, title and interest in and to the Software and related documentation and materials, including, without limitation, all patent, copyright, trademark, and trade secret rights, embodied in, or otherwise applicable to the Software, whether such rights are registered or unregistered, and wherever in the world those rights may exist. Licensee shall not commit any act or omission, or permit or induce any third party to commit any act or omission inconsistent with Hopsworks’s or its licensors’ rights, title and interest in and to the Software and the intellectual property rights embodied therein or applicable thereto. All materials embodied in, or comprising the Software, including, but not limited to, graphics, user and visual interfaces, images, code, applications, and text, as well as the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Software and its content, and the trademarks, service marks, proprietary logos and other distinctive brand features found in the Software (“Hopsworks Marks”), are all owned by Hopsworks or its licensors; Licensee is expressly prohibited from using the Hopsworks Marks. Title to the Software shall not pass from Hopsworks to Licensee, and the Software and all copies thereof shall at all times remain the sole and exclusive property of Hopsworks. Licensee’s embedding or integration of the Software into an Application is not considered a derivative work. There are no implied rights or licenses in this Agreement. All rights are expressly reserved by Hopsworks.
2. Term & Termination
(a) Term. Subject to termination as set forth in this Section, the term of this Agreement will commence on the Effective Date and will continue until the end of the Evaluation Period, unless extended in writing by an authorized Hopsworks representative (e-mail will suffice for such extension).
(b) Termination. Hopsworks may terminate this Agreement immediately for any or no reason. Licensee may terminate this Agreement immediately by ceasing use of the Software.
(c) Effects of Termination. Upon the termination of this Agreement for any reason, the licenses granted under this Agreement shall immediately terminate and unless Licensee and Hopsworks have entered into a subsequent commercial written license agreement governing the Software, Licensee shall uninstall the Software. Notwithstanding the foregoing, the following terms shall survive the termination of this Agreement, together with any other terms which by their nature are intended to survive such termination: Section 1(b) (Restrictions), 1(c) (Usage Limit Compliance), 1(d) (Proprietary Rights), 2(c) (Effects of Termination), 3(a) (“Confidentiality”), 4 (Disclaimer of Warranties), 5 (Limitation of Liability) and 7 (General).
3. Confidentiality & Feedback
(a) Confidentiality. “Confidential Information” means any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure including, without limitation, the Software and any non-public technical and business information. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure. Licensee and Hopsworks will maintain the confidentiality of Confidential Information. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party’s Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides to the disclosing party prompt notice of such required disclosure to enable the disclosing party to seek a protective order. Upon termination or expiration of this Agreement, the receiving party will, at the disclosing party’s option, promptly return or destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information.
4. Limited Development Support and Disclaimer of Warranties
Hopsworks may elect in its sole discretion to provide Licensee with limited development support on the use of the Software during Hopsworks’s standard business hours. (I) THE SOFTWARE IS PROVIDED TO LICENSEE ON AN “AS IS” BASIS, WITH ANY AND ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND; AND (II) HOPSWORKS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. HOPSWORKS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE SOFTWARE AND ALL RESULTS OF SUCH USE IS SOLELY AT LICENSEE’S OWN RISK.
5. Limitation of Liability
(a) Consequential Damages Waiver. UNDER NO CIRCUMSTANCES, SHALL HOPSWORKS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THE USE AND/OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED AND EVEN IF A HOPSWORKS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Limitation of Damages. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL HOPSWORKS’ TOTAL CUMULATIVE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, OR OTHERWISE) EXCEED THE AMOUNT OF TWO HUNDRED AND FIFTY DOLLARS ($250.00).
6. Export
Licensee acknowledges that the laws and regulations of the United States of America and foreign jurisdictions may restrict the export and re-export of certain commodities and technical data of United States of America origin, including the Software. Licensee agrees that it will comply with all export control laws and regulations.
7. General
This Agreement will be construed and enforced in all respects in accordance with the laws of the state of California, without reference to its choice of law rules. Except as set forth below in this Section, the federal and state courts seated in San Francisco, San Mateo and Santa Clara Counties, California, will have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, this Agreement, and each party hereby irrevocably waives any objection to such exclusive jurisdiction. Notwithstanding anything in this Agreement to the contrary, Hopsworks may seek injunctive or other equitable relief in any court of competent jurisdiction to protect any actual or threatened misappropriation or infringement of its intellectual property rights or those of its licensors, and Licensee hereby submits to the exclusive jurisdiction of such courts and waives any objection thereto on the basis of improper venue, inconvenience of the forum or any other grounds. Licensee agrees that any breach of the license restrictions or other infringement or misappropriation of the intellectual property rights of Hopsworks or its licensors will result in immediate and irreparable damage to Hopsworks for which there is no adequate remedy at law. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from this Agreement, including, without limitation, application to the Software provided hereunder. Furthermore, this Agreement (including without limitation, the Software provided hereunder) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA. Licensee consents to receive communications from Hopsworks electronically, including by e-mail. Licensee agrees that all agreements, notices, disclosures, and other communications that Hopsworks provides to Licensee electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law. Licensee shall not assign this Agreement or transfer any of its rights hereunder, or delegate the performance of any of its duties or obligations arising under this Agreement, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of Hopsworks. Any purported assignment in violation of the preceding sentence is null and void. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto. Except as otherwise specified in this Agreement, this Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any term of this Agreement is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force. The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. This Agreement represents the entire agreement between the parties relating to its subject matter and supersedes all prior and/or contemporaneous representations, discussions, negotiations and agreements, whether written or oral, except to the extent Hopsworks makes any software or other products and services available to Licensee under separate written terms.