FiveRuns Manage Trial Agreement

Please read carefully prior to using this software.

This Trial Agreement (“Agreement”), between FiveRuns Corporation (“FiveRuns”) a Delaware corporation having a principal address at 8601 RR 2222, Bldg 1, Suite 100, Austin, TX 78730 and the user (“Customer”) sets forth the terms and conditions under which the parties agree that Customer may use FiveRuns’s software (“Software”).

UPON CLICKING “I AGREE” AND/OR INSTALLATION OF THE SOFTWARE, CUSTOMER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS DOCUMENT. IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, CUSTOMER SHOULD NOT CLICK “I AGREE” AND SHOULD NOT INSTALL THE SOFTWARE.

TERMS AND CONDITIONS OF TRIAL

  1. TRIAL PERIOD

    This Trial shall begin on the Effective Date and shall end thirty (30) days thereafter unless terminated or extended by providing written notice to the other party.

  2. DEFINITION OF SOFTWARE

    “Software” means the object code versions of the FiveRuns product, together with all updates, modifications or enhancements, owned and provided by FiveRuns to Customer.

  3. LICENSE GRANT AND RIGHT OF USE
    1. FiveRuns grants to Customer a personal, non-exclusive, world-wide and non-transferable license to use and reproduce the Software only for internal testing and evaluation during the Trial Period.
    2. Customer’s rights in the Software are limited to those license rights expressly granted under this Agreement, and FiveRuns retains all rights not expressly granted. Except with the prior written consent of FiveRuns, Customer shall not use the Software in any manner or for any purpose not specifically permitted by this Agreement and shall not modify the trademark and copyright notices contained in the Software.
    3. FiveRuns shall own and retain all right, title, and interest in the Software and all intellectual property rights inherent therein, including without limitation all changes and improvements requested or suggested by Customer.
    4. Upon termination of this Agreement for any reason, Customer’s right to use and/or possess the Software under this Agreement shall immediately cease. Customer shall either immediately stop using the Software and shall return or destroy all copies of the Software possessed by Customer or continue its use and/or possession of the Software subject to the term and conditions of the Subscription Agreement.
  4. CONFIDENTIALITY
    1. Customer and FiveRuns recognize that all materials provided by Customer and FiveRuns to the other shall contain confidential or proprietary information, embody substantial creative efforts or contain valuable trade secrets, including without limitation, the Software provided by FiveRuns to Customer (“Confidential Information”).
    2. Customer and FiveRuns agree i) not to disclose any Confidential Information, in whole or in part, either directly or indirectly, to any third party without the prior written consent of the other; ii) to make no commercial use of any Confidential Information, in whole or in part, without the prior written consent of the other; and iii) not to assist any third party in making commercial use of any Confidential Information, in whole or in part, without prior written consent of the other.
    3. The obligations set forth in this section shall not apply to the extent that the other party’s Confidential Information is required to be disclosed by law, subpoena, court order or other governmental authority; provided, however, that the disclosing party shall (i) deliver prompt written notice of such requirement so that the other party may seek a protective order or other appropriate relief; and (ii) shall disclose only that information required to be disclosed by law, subpoena, court order or other governmental authority.
    4. Nothing in this Agreement shall be construed to convey any title or ownership rights to the Confidential Information between the parties.
  5. WARRANTIES

    FIVERUNS PROVIDES THE SOFTWARE “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES OF QUALITY OR PERFORMANCE. THIS IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY FIVERUNS (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.

  6. LIMITATIONS OF LIABILITY

    EXCEPT FOR THE CONFIDENTIALY OBLIGATIONS SPECIFIED IN SECTION 4, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FIVERUNS BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. FIVERUNS’ LIABILITY HEREUNDER SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID BY CUSTOMER FOR THE SPECIFIC SOFTWARE WHICH GAVE RISE TO SUCH DAMAGES.

  7. MISCELLANEOUS
    1. If any portion of this Agreement is determined to be or becomes unenforceable or illegal, such portion shall be deemed eliminated and the remainder of this Agreement shall remain in effect in accordance with its terms as modified by such deletion.
    2. The obligations of the parties under this Agreement, which by their nature would continue beyond the termination, cancellation or expiration of this Agreement, shall survive termination, cancellation, or expiration of this Agreement including but not limited to Sections 4, 5 and 6.
    3. Neither party shall be considered in default in performance of its obligations hereunder if performance of such obligations is prevented or delayed by force majeure or any cause beyond its reasonable control.
    4. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals, all licenses referenced and/or license files included in the Software, all prior discussions, and all writings between the parties with respect thereto. The parties agree that this Agreement cannot be altered, amended or modified, except in writing that is signed by an authorized representative of both parties.
    5. The validity, interpretation and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the United States and State of Texas, excluding its choice of law rules. Customer hereby consents to jurisdiction of the courts of both the state and federal courts of Texas.