This Software Evaluation License Agreement (the “Agreement”) is a legal and binding agreement between you and/or the legal entity whose behalf you are acting on (the “Licensee”) and Dataiku, Inc., a Delaware Corporation, having a principal place of business at 79 Madison Ave, NY, NY 10016 (“Dataiku”). After having carefully read this Agreement, and by loading, installing, running and/or using this software (the “Software”) in any manner, you are agreeing to be bound by all the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, do not load, install, run or use the Software in any manner.
Licensee desires to use and evaluate the Software and wishes to obtain the right to use such Software for a limited time, strictly for evaluation purposes. Dataiku has agreed to grant Licensee such right, subject to the terms and conditions specified in this Agreement.
For the avoidance of doubt, Licensee shall have no obligation to purchase any full license of the Software as a consequence of the acceptance of this Agreement. The Parties therefore agree that this Agreement has been contemplated and executed without any commitment from Licensee, its affiliates or its employees to retain the Software at the expiration of the Term, as defined herein.
Now, therefore, the Parties agree as follows:
Dataiku grants Licensee a royalty-free personal, limited, non-exclusive, non-transferable right to use the Software in a single test environment, strictly for evaluation purposes, subject to the terms and conditions specified in this Agreement, for a duration of fifteen (15) days (the “Term”), following the acceptance of the Agreement. For the avoidance of doubt, use of the Software in a production environment is not allowed. Licensee may renew the Term for fifteen (15) additional days by giving Dataiku written notice prior to the expiry of the initial Term, subject to formal acceptance of such renewal by Dataiku.
Any unauthorized use of the Software shall be deemed a material breach of this Agreement and shall result in an immediate termination of this Agreement.
Licensee is expressly prohibited to:
Licensee must (i) take appropriate security measures to keep its ID and password confidential and not communicate them to third parties and (ii) immediately notify Dataiku of any theft or loss of its ID and password. These ID and password will automatically expire at the end of the Term.
In the event that Licensee chooses to evaluate the Software on Dataiku’s server, Licensee does so at its own risks and under its sole responsibility. Licensee shall bear all risk of loss or damage to its data. Dataiku shall make no backup of the Licensee’s data and shall promptly erase and destroy such data following any termination of this Agreement. Dataiku assumes no liability or risk arising from the use of Licensee’s data.
In no event shall Dataiku be held liable for any indirect damages and any loss, inaccuracy or corruption of files, lost or corrupted data, commercial damage, loss of gain, turnover, benefit, goodwill, opportunity, use, income, even if Dataiku has been advised of the possibility of such damages. Licensee expressly agrees to the allocation of liability set forth in this section, and acknowledges that without its agreement to these limitations, there would be a fee charged for this license provided hereunder.
DATAIKU DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO THE SOFTWARE, WHICH IS PROVIDED TO LICENSEE "AS IS", WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF CONFIDENTIALITY OF LICENSEE’S DATA, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
Dataiku does not warrant the absence of any bugs, and as a consequence does not warrant that the use of the Software will be uninterrupted and error free. Following access to the Software by Licensee, Dataiku may, at its sole discretion, provide Licensee with:
Licensee shall be sole liable for the consequences of any handling or mishandling, use or misuse, neglect, improper testing, unauthorized use or alteration of the Software. Licensee shall be solely liable for obtaining any appropriate insurance coverage for the Software, its use and any damage that may result from it, for the duration of the Term.
Licensee agrees to use its best efforts to keep confidential any and all information, data and materials regarding Dataiku, including without limitation its employees, agents, subcontractors, products, services, organization, work, know how, finances, strategies, plans, systems, technical operations, programs, software, code, documentation, notes, analyses and studies coming to Licensee’s knowledge during the Term or anytime thereafter, whether supplied to Licensee by Dataiku, observed by Licensee, derived by Licensee from use of the Software or otherwise.
Any provision of this Agreement that may reasonably be expected to survive its termination, including but not limited to Licensee Obligations, Limitation of Liability, Warranty and Confidentiality, shall survive the termination of this Agreement.
This Agreement constitutes the complete contract between the Parties and supersedes any prior or contemporaneous communication, agreement or understanding, whether written or oral, with respect to the subject matter hereof. Any modification to this Agreement shall be made in writing and executed by duly authorized representatives of both Parties.
Dataiku will collect and process personal data (in particular, but not limited to, personal data regarding the employees of the License who will use and evaluate the Software) for the purposes of providing the Software. Providing the personal data required by Dataiku is mandatory: should the Licensee fail to provide such personal data, Dataiku will not be able to process the order and/or the employee of the Licensee whose personal data has not been provided will not be able to use the Software, as the case may be.
This Agreement is made under and will be governed by and construed in accordance with the law of Delaware, without regard to its conflict of laws principles, and specifically excluding from application to this Agreement the United Nations Convention on the International Sale of Goods. Any legal proceedings under or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware. Each party submits to the personal jurisdiction of, and waives any objection against jurisdiction by, such courts.