ETHICS SUITE DEMO PRODUCT SOFTWARE USE AND CONFIDENTIALITY AGREEMENT
This Demo Software Use and Confidentiality Agreement (“Agreement”) is a binding legal contract between Ethics Suite, LLC (“Company”) and any individual or entity (“End User”) accessing or using the Ethics Suite demonstration platform, back-office platform, or related software and materials (collectively, the “Product”).
By accessing or using the Product, the End User acknowledges and agrees to be bound by this Agreement. If the End User does not agree, the End User must not use the Product.
1. General Terms and Conditions
Company is the owner of the Product, including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material (“Product”).
Company desires that the Product be used for demonstration purposes by the End User.
End User wishes to use the Product solely for demonstration purposes to evaluate its suitability to meet End User’s needs.
2. License Grant
Subject to the terms and conditions of this Agreement, Company grants to End User a non-exclusive, non-transferable license to use the Product on internet connected computers and mobile devices owned by End User’s business solely for demonstration purposes from the Effective Date of this Agreement to 14 (fourteen) days after the Effective Date (the test period hereinafter referred to as the “Demonstration Product Test Period”), subject to the terms and conditions below.
3. Confidential Information
End User acknowledges and agrees that in providing the Product, the Company may disclose to End User certain confidential and proprietary trade secret information of Company (hereinafter referred to as the “Confidential Information”). Confidential Information may include, but is not limited to the Product, computer programs, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information or business plans.
During this Agreement and thereafter, End User agrees that it will not, without the express prior written consent of Company:
3.1. Demonstrate, copy, sell or market Product to any third party or copy or use same for its own purposes to compete with or otherwise interfere with Company; or
Publish or otherwise disclose information relating to performance or quality of the Product to any third party; or
3.2. Utilize the platform in any way other than for testing purposes and will not allow users to submit reports of potential workplace misconduct or use the Product to track, manage, or investigate the same; or
3.3. Modify, reuse, disassemble, decompile, reverse engineer, translate, or otherwise tamper with the Product or software provided therewith.
4. Additional Confidentiality Obligations
With regard to Company’s Confidential Information, End User must also:
4.1. Use Confidential Information solely for purposes of evaluating the Product and for no other purpose without Company’s express written consent;
4.2. Safeguard Confidential Information with at least the same degree of care as End User uses with its own confidential information, but no less than reasonable care;
4.3. Not disclose Confidential Information to any third party except employees, agents, or consultants bound by equivalent confidentiality obligations who have a need to know;
4.4. Not duplicate Confidential Information in whole or in part except as necessary for evaluation;
4.5. Return or permanently delete all Confidential Information immediately upon Company’s request;
4.6. Understand that confidentiality obligations survive for six (6) years from the Effective Date, regardless of termination.
Exceptions: These obligations do not apply to information that (i) becomes public through no fault of End User, (ii) is lawfully obtained from a third party, (iii) is independently developed without use of Confidential Information, or (iv) is required to be disclosed by law, provided that End User gives prompt notice to Company and cooperates in seeking protective treatment.
5. Disclaimer of Warranties
The Product is provided “as is” and “with all faults” without warranty of any kind expressed or implied. Company expressly disclaims all warranties, expressed, implied or otherwise, including without limitation, warranty of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. Company does not warrant that the use in whole or in part of the Product will be uninterrupted or error free, will meet your requirements, or will operate with the combination of hardware and software selected by End User.
Additionally, Company makes no representation or warranty as to the accuracy or completeness of any information disclosed to End User; End User is responsible for its own evaluation.
6. Termination
End User may terminate this Agreement at any time prior to expiration of the Demonstration Product Test Period. Company may terminate this Agreement upon notice to End User. If not earlier terminated, this Agreement shall terminate automatically upon the end of the period set forth in Section 1. Upon termination, End User agrees to remove from End User’s computer any files related to the Product and certify deletion upon request.
7. Assignment
End User may not assign this Agreement without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the parties and their respective administrators, successors and assigns.
8. Incorporation by Reference
End User is subject in all respects to the terms and provisions of the Ethics Suite End User License Agreement, Privacy Policy, and Disclaimer (the “Site Agreements”), all of which are by this reference made a part of and incorporated in this Agreement. If and to the extent this Agreement and the Site Agreements conflict, this Agreement shall control.
9. Governing Law and Notices
This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of New York. Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested to the above address or such other address as may be given from time to time.
10. Entire Agreement
This Agreement constitutes the entire and only agreement between the parties for Product and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by duly authorized representatives.
Nothing in this Agreement requires Company to disclose any Proprietary Information or to proceed with any business transaction or relationship.
11. Dispute Resolution
The parties agree to use best efforts to amicably resolve any dispute. Any controversy, claim or dispute not so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award may be entered in any court of jurisdiction.
12. Compliance with Laws
End User shall comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
13. Equitable Remedies
End User acknowledges that breach of confidentiality or misuse of the Product may cause irreparable harm for which money damages are inadequate. Company shall be entitled to specific performance and injunctive relief in addition to other remedies.
14. Enforceability
Failure of Company to enforce a right under this Agreement shall not act as a waiver. If any provision is found void, invalid, or unenforceable, it shall be reformed to comply with law or stricken if not so conformable, without affecting the remainder.
