Celigo Free Trial Terms of Service

These Celigo, Inc. Terms of Service (the “Terms”), outline the terms regarding Your use of Celigo Services on a free trial basis.

These Terms are a legally binding contract between You and Celigo. If You do not agree with these Terms, do not register for a Celigo account or proceed with the trial.

By using or accessing the Services, or registering for a Celigo account, You agree to be bound by these Terms.

If You use the Services on behalf of an entity, You agree to these Terms for that entity and represent and warrant to Celigo that You have the authority to bind that entity to these Terms (in which event, “You” and “Your” refer to that entity).

These Terms are entered into between Celigo Inc. (“Celigo”) and the customer identified below (“Customer”) as of the date acknowledged on the Celigo website (the “Effective Date”).

1. License Grant. Subject to the terms and conditions hereof, Celigo grants to Customer for thirty (30) days from the Effective Date, a limited non-exclusive, nontransferable, revocable license to access and use the Celigo Services (“Services”) solely for the purpose of Customer’s internal evaluation of the Services and not for general commercial use. Customer shall not use the Services for the processing of any live or production data, and shall limit its processing to test data.

2. Personal Data; Compliance with Laws. Celigo makes no representations or warranties of compliance with applicable personal data laws in its provision of the Services, and Customer bears the sole risk and responsibility of any personal data Customer inputs into the Services. Any data Customer inputs into the Services will be processed pursuant to Celigo’s security and privacy policies located at https://www.celigo.com/legal/security-privacy-compliance/.

3. Termination. The licenses granted hereunder terminate thirty days from the Effective Date.

4. Proprietary Rights; Confidentiality; Restrictions. Customer acknowledges that the Services contain confidential information and trade secrets of Celigo and its licensors. Customer will not: copy (except as strictly necessary to use the Services in accordance with the terms of section 1 hereof), distribute, sell, sublicense or otherwise transfer or make available the Services or any portion thereof to any third party; remove from view any copyright legend, trademark or confidentiality notice appearing on the Services or Services output; modify, adapt, translate, reverse engineer, decompile or derive the source code for the Services, or authorize a third party to do any of the foregoing. Customer will not use the Services or any documentation provided therewith for any purpose other than Customer’s internal evaluation and the provision of feedback to Celigo, and not to disclose to any third party without the prior written approval of Celigo, the Services, its features, feedback (as defined in Section 8), related technical information identified as confidential or the results of any performance or functional evaluation or test of the Services (the “Confidential Information”). Customer will use no less than all reasonable efforts to protect the Confidential Information from unauthorized use or disclosure. Customer may disclose Confidential Information only to those of its employees who have a bona fide need to know such information for Customer’s evaluation of the Services and who have first executed a written agreement that contains use and nondisclosure restrictions at least as protective as those set forth herein. Customer will immediately report any violation of this provision to Celigo and shall employ all reasonable means to mitigate any damages or losses that Celigo may incur as a result of any such violation. Customer’s rights in the Services will be limited to those expressly granted in Section 1. Celigo and its licensors reserve all rights and licenses in and to the Services not expressly granted to Customer hereunder.

5. Delivery and Installation. Celigo will provide the Services via the cloud. Customer will be responsible for configuring the Services. Celigo may provide reasonable assistance in connection with such provisioning. No professional services are in scope.

6. Warranty. THE SERVICES ARE PROVIDED “AS-IS.” CELIGO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE IN TRADE.

7. Limitation of Liability. EXCEPT AS OTHERWISE REQUIRED BY LAW, THE LIABILITY OF CELIGO AND ITS LICENSORS TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, OR FOR ANY ERROR OR DEFECT IN THE SERVICES, OR FOR THE PROVISION OF TECHNICAL SUPPORT INSTALLATION, TRAINING OR OTHER SERVICES IN CONNECTION THEREWITH, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED ONE HUNDRED US DOLLARS ($100.00 USD). IN NO EVENT WILL CELIGO OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. The limitations of liability set forth in these Terms reflect the allocation of risk negotiated and agreed to by the Parties. The Parties would not enter into these Terms without these limitations on its liability. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.

8. Feedback. Customer may provide reasonable feedback to Celigo concerning the features and functionality of the Services. If Customer provides feedback to Celigo, all such feedback will be the sole and exclusive property of Celigo.

9. General. Customer may not assign or otherwise transfer, by operation of law or otherwise, any of its rights under these Terms without Celigo’s prior written consent, and any attempted assignment without such consent will be null and of no effect. These Terms constitute the entire agreement between the parties and supersedes any and all prior agreements, communications and understandings with respect to the evaluation of the Services (including without limitation any Terms of Service or master services agreement between the parties for Celigo’s paid offerings) and shall be construed in accordance with the laws of the State of California (excluding its body of law controlling conflicts of law). The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under these Terms 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. If any provision of these Terms 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 will remain in full force and effect. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default. All notices required or permitted under the Terms will be in writing and delivered in person, by confirmed facsimile or electronic transmission or by overnight delivery service and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth below or to such other address as may be specified by either party to the other in accordance with this Section. CELIGO Celigo Inc. 3 Lagoon Drive, Suite 130, Redwood City, CA 94065 Attn: Legal Department