ALIENVAULT EVALUATION AGREEMENT

Date / Version: 10 July 2016

BY DOWNLOADING AND/OR USING THE SOFTWARE, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“EVALUATOR”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS EVALUATOR AGREEMENT (“AGREEMENT”). EVALUATOR’S USE OF THE SOFTWARE SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF EVALUATOR DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT USE THE SOFTWARE OR SERVICES AND RETURN TO ALIENVAULT. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

AlienVault agrees to provide to Evaluator a current version of the Software and Services and Evaluator agrees to test and evaluate the Software and Services, on the terms and conditions contained in this Agreement.

Section 1. Definitions.

  1. “Services” shall mean AlienVault’s USM cloud server portion of the Software provided to the Evaluator on SaaS or software as a service basis, subject to the terms and conditions of this Agreement.
  2. “Software” means each computer program described in Exhibit A, and any program embedded in the Hardware, together with any and all codes, logic, techniques, software tools, formats, designs, concepts, methods, processes, third-party data, and ideas associated with such computer programs and any and all updates provided by AlienVault.

Section 2. Services Evaluation License. AlienVault grants to Evaluator a non-exclusive, nontransferable, restricted license to use the Software and Services during the term of this Agreement for the sole purpose of evaluating the Software and Services, and strictly prohibits any commercial or other use thereof for Evaluator or third parties. No other entity of the Evaluator shall be allowed access or use of the Software and Services. Evaluator shall not make any copies of the Software, nor use the Software for any other purpose.

Section 3. Evaluator Data. Supplier hereby acknowledges and agrees that all rights, title and interest in and to data provided by Evaluator (“Evaluator Data”) are and shall remain the property of Evaluator and all intellectual property rights in Evaluator Data are the property of Evaluator. Evaluator hereby grants to Supplier throughout the term of this Agreement, and after the term as necessary for any of AlienVault’s post-termination obligations to Evaluator, the necessary rights or license to use, cache, and transmit Evaluator Data via the Services solely as necessary for the purposes of this Agreement. AlienVault shall at all times maintain the confidentiality of all Evaluator Data and shall promptly return all such Evaluator Data at the request of Evaluator.

Section 4. Term and Termination. The term of this Agreement shall commence upon the Effective Date, and unless sooner terminated as set forth below, shall end on the expiration of thirty (30) days after the Effective Date. The evaluation term shall be automatically renewed for successive thirty (30) day periods unless notice of non-renewal is sent by either party. Either party may terminate this Agreement for convenience upon written notice to the other party.

This Agreement shall automatically terminate upon earliest occurrence of any of the following:

  1. Purchase of a commercial license to the Software or Services, as per terms to be agreed between AlienVault and Evaluator.
  2. Violation by Evaluator any of the provisions of this Agreement; or
  3. Upon expiration or termination of this Agreement except under (a) above, the Evaluator shall cease all use of the Services and Software.

Section 5. Evaluation. During the term of this Agreement, Evaluator agrees to use the Software and Services provide AlienVault with evaluation results and experience, including prompt notification of any significant problem that it experiences with the Services.

Section 6. Ownership and Risk of Loss. AlienVault shall own all right title and interest in and to the Services and Software. All intellectual property rights in the Software and Services are owned by AlienVault 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. AlienVault retains ownership of the Software and Services and no rights are granted to the Evaluator other than a license to use on terms expressly set forth in this Agreement. AlienVault shall have the right to use any information pertaining to the evaluation of the Software and Services including name of the Evaluator and results of the evaluation to promote the Software and Services in verbal and written marketing materials.

Evaluator shall not reverse engineer or disassemble the Software, decompile the Software or otherwise attempt to discover any source code or trade secret related to the Software. Evaluator shall not remove, obscure or alter any notice of patent, copyright, trade secret, trademark, trade name, mask work or other proprietary right related to the Software. Evaluator acknowledges that the Software includes valuable proprietary rights of AlienVault. Evaluator shall not disclose or make available any Software or any information contained therein, to any person or entity other than employees of Evaluator who need to use them for the purposes specified in Section 2 and who are required to keep them confidential.

Further, the Evaluator acknowledges that this Agreement, the existence of the Services and Software and all results of its evaluation are confidential, and the Evaluator agrees not to disclose any such information, including but not limited to existence of the Services and Software, the fact that Evaluator is testing the Software and Services any results, opinions or conclusions which the Evaluator reaches as a result of testing the Software and Services, unless expressly agreed in writing by AlienVault.

Section 7. Limitations. EVALUATOR ACKNOWLEDGES THAT THE SERVICES AND SOFTWARE, AND DOCUMENTATION IS SUPPLIED TO EVALUATOR "AS-IS". ALIENVAULT MAKES NO EXPRESS OR IMPLIED WARRANTIES AND HEREBY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES AS TO RESULTS TO BE OBTAINED FROM THE SERVICES OR SOFTWARE. NEITHER ALIENVAULT NOR ITS OFFICERS, SUPPLIERS, DIRECTORS OR EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE FOR (I) ANY LOSS ARISING FROM USE OF THE SERVICES OR SOFTWARE 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 ALIENVAULT’S MAXIMUM AGGREGATE LIABILITY EXCEED U.S. $500.

Section 8. Export Controls. In addition to the other restrictions of this Agreement, Evaluator shall not export or reexport Software in violation of U.S. Export Control laws.

Section 9. Miscellaneous. This Agreement shall be interpreted in all respects in accordance with the laws of the State of California, U.S.A. The obligations and provisions of Sections 7, 8 and 9 shall survive expiration or termination of this Agreement. 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.

Exhibit A

USM Sensor(s) deployed in the customer cloud or on-premise environments.

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