This Trial Services Agreement (this “Agreement”) is made and entered into by and between Equinix, Inc. (“Equinix” “Us” or “We”) and you, our customer (“Customer”). Please read this Agreement carefully before accessing and using the key management and encryption services (the “Trial Services”) being made available to Customer. The terms and conditions of this Agreement govern Customer’s use of the Trial Services only.

Equinix is willing to provide the Trial Service only upon the condition that Customer accepts all the terms contained in this Agreement. By (a) clicking on the checkbox marked “I agree” on the registration page or (b) accessing or using the Trial Services, Customer indicates that Customer understands this Agreement and accepts all of its terms. Any individual person accepting the terms of this Agreement on behalf of Customer represents and warrants that he or she has the authority to bind the Customer to the terms of this Agreement, and, in such event, “Customer” will refer to that company or other legal entity. If Customer does not accept all the terms of this Agreement, then Customer or Customer’s representative must not accept this Agreement and Customer may not use the Trial Service.

License
Trial Services. Subject to Customer’s compliance with the terms and conditions of this Agreement, Equinix hereby grants to Customer and Customer’s Authorized Users the right and license during the term of this Agreement to access the Trial Services solely for the purposes of testing and evaluation, and not for general production use. Customer’s access to and use of the Trial Services is limited solely to Customer’s employees and agents who are authorized and permitted by Customer to use the Trial Services (the “Authorized Users”). Customer is responsible for all actions of its Authorized Users in connection with the Trial Services and their compliance with the terms of this Agreement. Customer and its Authorized Users are responsible for safeguarding the confidentiality of the passwords and user names associated with Customer’s account, and for any use (or misuse) of the Trial Services from anyone using such passwords or user names.
Restrictions. Customer and its Authorized Users will not attempt to interfere with or disrupt the Trial Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Trial Services). Customer agrees that only Authorized Users will access or use the Trial Services. Customer may not make the Trial Services available to any third party, including, without limitation, its end customers, without the prior written consent of Equinix. Customer and its Authorized Users will not: (a) use the Trial Services for any commercial or other revenue-generating purposes; (b) publish, perform, display or otherwise provide access to all or any part of the Trial Services to any third party; (c) modify or create derivative works of the Trial Services or associated materials, or any part thereof; (d) copy or reproduce the Trial Services or any associated materials, in whole or in part; (e) except as specifically permitted by applicable law, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Trial Services; (f) disclose, distribute, encumber, sell, rent, lease, sublicense or transfer the Trial Services or associated materials, or use the Trial Services or associated materials in a timesharing or service bureau arrangement; (g) use or permit the use of the Trial Services in violation of applicable law, or in any way that may result in all or any part of the Services falling into the public domain; (h) remove any copyright or other proprietary rights marks or legends, including any references to Equinix’s or its licensors’ names, contained in or on the Trial Services or associated materials; or (i) transfer any rights granted hereunder.
Limited Rights. All rights in and to the Trial Services granted under this Agreement will be limited to those expressly granted in Section 1.1. Equinix and its licensors reserve all rights and licenses in and to the Trial Services not expressly granted under this Agreement.
No Publicity. Customer may not make any public statements regarding the Trial Services, including, without limitation, any publications, reviews or evaluations, without the prior written approval of Equinix. Without limiting the foregoing, Customer shall not disparage the Trial Services, Equinix or Equinix’s activities.
Usage Data. Customer acknowledges and agrees that Equinix may collect anonymous data regarding usage and performance of the Trial Services in connection with Customer’s use of the Trial Services (“Usage Data”). Usage Data is and will remain the exclusive property of Equinix. Equinix may use and disclose the Usage Data for its business purposes, including, without limitation, to monitor, improve and market Equinix’s products, provided that Equinix will not distribute or convey such data in a manner that could reasonably identify Customer as its source.
Feedback
Customer and its Authorized Users will: (a) test the Trial Services and cooperate with Equinix in evaluating the Trial Services; (b) work with Equinix to identify and resolve any errors, problems or defects in the Trial Services discovered by Customer, its Authorized Users or Equinix; and (c) provide Equinix with all reasonably requested feedback. In addition to the foregoing, upon the termination or expiration of this Agreement, Customer will provide Equinix with a final written report summarizing Customer’s feedback (the “Final Report”). All feedback, comments, and suggestions for improvements that Customer provides to Equinix hereunder, including the Final Report, are referred to collectively as “Feedback”.

Ownership
Customer acknowledges and agrees that all Feedback will be the sole and exclusive property of Equinix. Customer hereby irrevocably transfers and assigns to Equinix and agrees to irrevocably assign and transfer to Equinix all of Customer’s right, title, and interest in and to all Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, “Intellectual Property Rights”) therein. At Equinix’s request and expense, Customer will execute documents and take such further acts as Equinix may reasonably request to assist Equinix to acquire, perfect and maintain its Intellectual Property Rights and other legal protections for the Feedback. Customer further acknowledges and agrees that, as between the parties, Equinix owns all right, title, and interest in and to the Trial Services, including all Intellectual Property Rights therein, even if Equinix incorporates any Feedback into subsequent versions of the Trial Services. Customer will not earn or acquire any rights or licenses in the Trial Services or in any Equinix Intellectual Property Rights on account of this Agreement or Customer’s performance under this Agreement.

Confidential Information
Definition. “Confidential Information” means: (a) the Trial Services, and any features, results or output produced by, and other information relating to, the Trial Services (including, without limitation, all Feedback); and (b) any business or technical information of Equinix, including, but not limited to, any information relating to Equinix’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by Equinix as “confidential” or “proprietary” and, if orally disclosed, is reduced to writing by Equinix within thirty (30) days of such disclosure.
Exclusions. The obligations in Section 4.3 will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of this Agreement by Customer; (b) is rightfully known by Customer at the time of disclosure without an obligation of confidentiality; (c) is independently developed by Customer without access to or use of any Confidential Information; or (d) is rightfully obtained by Customer from a third party without restriction on use or disclosure.
Restrictions. Customer will not use or disclose any Confidential Information, except as necessary for the performance of this Agreement. Customer will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that Customer ordinarily uses with respect to Customer’s own proprietary information of a similar nature and importance. Customer may disclose Confidential Information only to those employees who have a bona fide need to know such Confidential Information for the performance of this Agreement; provided, that each such employee first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement.
Data Protection and Privacy
Definitions. “Business Contact Information” or “BCI” means business contact data containing personal information (e.g. first and last name, business phone numbers, emails and addresses) of Customer’s (including its affiliates, sublicensees’, agents’ and/or third-party consultants’, contractors’ or partners’) employees, or of any Authorized Person (collectively, “Customer Representatives”), and whose use, processing or transfer is regulated by applicable data protection and privacy laws or regulations as ‘personal data’.
Processing. Equinix will process BCI as Data Controller (as defined under European data protection and privacy laws or regulations, or local equivalent thereof) for the following purposes:
the provision of the Trial Services;
account administration, billing and accounting reconciliation;
operational maintenance and support activities;
security and secure access to any IBX Center;
fraud detection and prevention;
subject to BCI having been previously anonymized, customer and market analysis and reporting.
Communications. On the basis of Equinix’s legitimate interest, Equinix will communicate to Customer by voice, letter or e-mail for the purposes of keeping it informed of products and services that may be of interest, and Equinix will do so appropriately in compliance with applicable data protection and privacy laws or regulations.
Contact. Enquiries concerning the use, processing and/or transfer of BCI, in particular access, rectification and deletion requests, by Customer Representatives, should be submitted to PrivacyOffice@eu.equinix.com
Retention. Equinix will retain BCI for no longer than necessary to fulfil the above-listed purposes for which BCI are processed.
Safeguards. Equinix will implement and maintain appropriate administrative, organizational, technical and physical measures to protect BCI against accidental or unlawful destruction, alteration or any unauthorized disclosure or access and against other unlawful forms of processing.
Transfers. Transfers of BCI for the purposes set out above under Section 5.2 to the United States or to any other country located outside the European Economic Area (EEA) that is not deemed a country of adequate protection, are legitimized as and where required in accordance with applicable data protection and privacy laws or regulations in order to afford such transfer of BCI an adequate level of protection. These measures include (i) the entry into appropriate inter-company data transfer agreements based on the European Standard Contractual Clauses (also known as EU Model Clauses); and/or (ii) the implementation of Binding Corporate Rules as defined under applicable European regulations; and/or (iii) equivalent means of compliance.
Customer Data. With regard to all personal data loaded, stored, received, retrieved, transmitted through or otherwise processed by Customer as part of its use of the Trial Services (“Customer Data”), the Parties acknowledge and agree that (i) Equinix does not, will not, and has no right to, access, store, monitor or otherwise perform any operation or control of, or on, any Customer Data in connection with the provision of the Trial Services, and does not, and will not, and has no right to, perform any processing of Customer Data for, on behalf, or under the instructions of, Customer; and (ii) as a result, Equinix does not act as Data Processor or Data Controller (as defined under European data protection and privacy laws and regulations or local equivalent thereof) with respect to such Customer Data.
Notification. If and where relevant under applicable law, Customer undertakes to inform Customer Representatives (i) that their BCI may be collected, used, processed and transferred by virtue of the performance of, and in accordance with, the Agreement; and (ii) of their rights regarding the processing of their BCI in accordance with this clause.
Disclaimers
Warranty Disclaimers. Customer acknowledges that the Trial Services are being provided “AS IS.” EQUINIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
Acknowledgment of Trial Services. Customer acknowledges and agrees that: (a) the Trial Services are not an official product and have not been commercially released for sale by Equinix; (b) the Trial Services may not operate properly, be in final form or fully functional; (c) the Trial Services may contain errors, design flaws or other problems; (d) it may not be possible to make the Trial Services fully functional; (e) the information obtained using the Trial Services may not be accurate; (f) use of the Trial Services may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (g) Equinix is under no obligation to release a commercial version of the Trial Services; and (h) Equinix has the right unilaterally to abandon development of the Trial Services, at any time and without any obligation or liability to Customer.
Customer Data. Customer acknowledges and agrees that Customer should not rely on the Trial Services for any reason. Customer further acknowledges and agrees that Customer is solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Trial Services, including Customer Data, and that such data and information may be destroyed or rendered inaccessible at any time. Without limiting the foregoing, Customer will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Customer’s use of the Trial Services.
Limitation on Liability
IN NO EVENT WILL EQUINIX BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES RELATED TO LOSS OF USE, DATA, BUSINESS OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE TRIAL SERVICES OR FOR ANY ERROR OR DEFECT IN THE TRIAL SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT EQUINIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Term and Termination
Term. The term of this Agreement will be for a period of ninety (90) days from the date Customer accepts this Agreement, unless sooner terminated as provided below. The parties may extend such term upon written agreement.
Termination. Either party may terminate this Agreement at any time, with or without cause, upon five (5) days' written notice to the other party. Equinix may terminate this Agreement immediately upon notice to Customer in the event that Customer breaches Section 4, Section 9 or infringes or otherwise violates Equinix's Intellectual Property Rights.
Effect of Termination. Upon any termination or expiration of this Agreement: (a) the rights and licenses granted to Customer under this Agreement will automatically terminate; (b) Customer will promptly deliver to Equinix the Final Report; and (c) within five (5) days after any such termination or expiration, Customer will, at its expense, return to Equinix or destroy all copies of any Confidential Information in your possession or control.
Survival. The provisions of Sections 2, 3, 4, 5, 6, 7, 8.3, 8.4 and 9 will survive any termination or expiration of this Agreement.
General Provisions
Assignment. Customer may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Equinix. Any attempted assignment without such consent will be null and of no effect. Equinix may freely assign this Agreement.
Compliance with Laws. Customer acknowledges that the Trial Services and any technical materials delivered under this Agreement are subject to U.S. export control laws and regulations (“Export Laws”), as may be amended, and Customer will comply strictly with all such Export Laws. Customer will take all reasonable and appropriate steps to ensure the Trial Services, nor any direct product thereof, are: (a) exported or re-exported directly or indirectly in violation of Export Laws; or (b) used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation. Customer will obtain any required non-U.S. governmental authorizations, including, without limitation, any import licenses, registrations, and permits, from the appropriate authorities. Customer will provide proof of compliance with Export Laws or non-U.S. governmental authorizations to Equinix upon request.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California (excluding its body of law controlling conflicts of law). Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect.
Waiver. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default.
Notices. All notices given by Equinix under this Agreement will be communicated to Customer by sending mail to the email address provided by Customer to Equinix in connection with Customer’s registration for the Trial Services. Notices given by Customer will be communicated to Equinix by email to smartkey@equinix.com
Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications, agreements, proposals or representations, written or oral, concerning its subject matter.
Modifications. Equinix may modify or amend this Agreement at any time, in its sole discretion, by posting the modified Agreement on the Trial Services or by sending a notice of such modification or amendment to the email address provided by Customer to Equinix in connection with Customer’s registration for the Trial Services. Customer’s continued use of the Trial Services after such posting or notice indicates that Customer agrees to be bound by the modified or amended Agreement. If Customer does not agree to be bound by the modified or amended Agreement, Customer may not use the Services anymore.