LAST UPDATED: January 10, 2023
Section 1. Definitions.
- “Documentation” means the user manuals and any other materials in any form or medium made generally available by Nudge Security to Customer regarding the proper installation and use of the Trial Services.
- “Trial Services” shall mean the trial version of Nudge Security’s software security solution to the Customer on SaaS service basis, subject to the terms and conditions of this Agreement.
Section 2. Trial Services License.
Section 3. Customer Data.
Nudge Security hereby acknowledges and agrees that all rights, title and interest in and to data provided by Customer (“Customer Data”) are and shall remain the property of Customer and all intellectual property rights in Customer Data are the property of Customer. Customer hereby grants to Nudge Security throughout the term of this Agreement, and after the term as necessary for any of Nudge Security’s post-termination obligations to Customer, the necessary rights or license to use, cache, and transmit Customer Data via the Trial Services solely as necessary for the purposes of this Agreement. Nudge Security shall at all times maintain the confidentiality of all Customer Data, subject to the ability of Nudge Security to share Customer Data with its authorized third party contractors for performance of Trial Services. Customer shall have the ability to download its Customer Data in either a pdf or csv format (large files only). Nothing herein shall be construed as prohibiting Nudge Security from utilizing the Customer Data to optimize and improve the Trial Service or otherwise operate Nudge Security’s business; provided that if Nudge Security provides Customer Data to third parties, such Usage Data shall be anonymized and presented in the aggregate so that it will not disclose the identity of Customer or any User(s) to any third party. In the event of termination of expiration of this Agreement for any reason, Customer shall have seven (7) days to download a copy of its Customer Data. After expiration of such seven (7) day period, Nudge Security shall have the right to permanently delete all such Customer Data.
Section 4. Term and Termination.
The term of this Agreement shall commence upon the Effective Date, and shall remain in effect until terminated by either party. Either party may terminate this Agreement for convenience upon written notice to the other party.
In addition, this Agreement shall automatically terminate upon earliest occurrence of any of the following:
- Purchase by Customer of Nudge Security’s subscription services; or.
- Violation by Customer of any of the provisions of this Agreement.
Upon expiration or termination of this Agreement except under (a) above, the Customer shall cease all use of the Trial Services.
Section 5. Ownership.
Nudge Security shall own all right title and interest in and to the Trial and all intellectual property rights in the Trial Services are owned by Nudge Security and/or its licensors and protected by United States copyright laws, other applicable copyright laws, other applicable proprietary rights laws, including but not limited to trade secret laws, and other international treaty provisions. Nudge Security retains ownership of the Trial Services and no rights are granted to the Customer other than a license to use on terms expressly set forth in this Agreement.
Section 6. Limitations.
CUSTOMER ACKNOWLEDGES THAT THE SERVICES AND DOCUMENTATION ARE PROVIDED TO CUSTOMER “AS-IS”. NUDGE SECURITY MAKES NO EXPRESS OR IMPLIED WARRANTIES AND HEREBY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES REGARDING LOSS OF DATA OR RESULTS TO BE OBTAINED FROM THE SERVICES. NEITHER NUDGE SECURITY NOR ITS OFFICERS, NUDGE SECURITY’S, DIRECTORS OR EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE FOR (I) ANY LOSS ARISING FROM USE OF THE SERVICES OR DOCUMENTATION OR (II) ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE. IN NO EVENT SHALL NUDGE SECURITY’S MAXIMUM AGGREGATE LIABILITY ARISING IN CONTRACT, TORT OR OTHERWISE EXCEED U.S. $100.
Section 7. Miscellaneous.
This Agreement shall be interpreted in all respects in accordance with the laws of the State of Delaware, U.S.A and the parties consent to venue and jurisdiction to courts located in Jackson, Wyoming, notwithstanding any conflict of law rules. The obligations and provisions of Sections 3 through Section 8 shall survive expiration or termination of this Agreement. Nudge Security is authorized to use Customer logo and trademark for promotional purposes, including as a customer reference and providing testimonials for the Service. This Agreement, including any referenced attachments and/ or incorporated documents, constitute the entire understanding of the parties relating to the subject matter hereof and any representation, promise, or condition not contained herein shall not be binding on either party.