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Terms of Service

Welcome, and thank you for your interest in DuploCloud! These Terms of Service (the “Agreement”) are a binding contract between DuploCloud, Inc. (“DuploCloud”) and you, and governs your use of the trial software (“Trial Software”) provided to you by DuploCloud for evaluation purposes only. By downloading, installing, or using the Trial Software, you agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, do not download, install, or use the Trial Software. If you are opening a DuploCloud Trial Software account, or utilizing our Trial Software, this contract is between DuploCloud and your organization. You represent that you have the authority to bind your organization to this agreement. If you are an individual DuploCloud user, this Agreement is between you and DuploCloud.

License Grant and Restrictions

Subject to the terms and conditions of this Agreement, DuploCloud hereby grants you a limited, non-exclusive, non-transferable, revocable license to use the Trial Software solely for evaluation purposes for the term set forth in Section 2 below. You agree that you will not use the Trial Software for any other purposes. You acknowledge that the Trial Software is provided “as is” and may not be fully functional, may contain errors, bugs, or other problems, and may have limited features or functionality. The Trial Software may be modified, updated, or discontinued by DuploCloud at any time in its sole discretion, without notice or liability to you. You shall not, and shall not permit any third party to, copy, modify, create derivative works of, distribute, sell, sublicense, lease, transfer, assign, or otherwise exploit the Trial Software or any portion thereof, except as expressly authorized by this Agreement. You shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Trial Software or any component thereof, except and only to the extent that such activity is expressly permitted by applicable law. When you register for the accounts, you may be required to provide us with some information about yourself, such as your phone number or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate at all times. You are responsible for all activities that occur under your accounts, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). You may create additional user accounts for users within your organization.

AWS Costs

The DuploCloud software runs in our DuploCloud AWS account and DuploCloud incurs those costs for the Free Trial. However, DuploCloud provisions a NAT Gateway and default VPC into your AWS account. You will incur approximately $40 per month in AWS charges for these services.

Term and Termination

The length of your Free Trial is 30 days from date of sign-up, unless otherwise indicated or offered by DuploCloud at our sole discretion. You must use a valid company email address to sign up for the Free Trial. DuploCloud reserves the right, in its absolute discretion, to determine your eligibility for the Free Trial, and, subject to applicable laws, to withdraw or to modify the Free Trial at any time without prior notice and with no liability, to the greatest extent permitted by law. The DuploCloud Free Trial is for evaluation by companies only and is not available for researchers or for any other personal use. DuploCloud may extend the term of your Free Trial at DuploCloud’s sole discretion. DuploCloud may terminate this Agreement and your license to use the Trial Software at any time in its sole discretion, with or without notice or cause. Upon termination of this Agreement, you shall immediately cease all use of the Trial Software and destroy all copies thereof in your possession or control.

Ownership

DuploCloud and its licensors shall retain all right, title, and interest in and to the Trial Software and all intellectual property rights therein, including without limitation all modifications, updates, upgrades, improvements, and derivative works thereof. Except for the limited license granted in Section 1, no other licenses or rights are granted by DuploCloud, whether express or implied, under any patents, copyrights, trademarks, trade secrets or other intellectual property rights.

Force Majeure

DuploCloud shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

Disclaimer of Warranties

The Trial Software is provided “as is,” without warranty of any kind, either express or implied, including without limitation any warranty for information, services, uninterrupted access, or products provided through or in connection with the Trial Software, including without limitation the software licensed to you and the results obtained through the Trial Software. DuploCloud disclaims any and all warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, and any warranties arising from a course of dealing, usage, or trade practice.

Limitation of Liability

In no event shall DuploCloud be liable for any indirect, incidental, special, punitive, or consequential damages, including without limitation damages for loss of profits, business interruption, loss of data or information, arising out of the use or inability to use the Trial Software, even if DuploCloud has been advised of the possibility of such damages. In no event shall DuploCloud’s total liability to you for all damages, losses and causes of action, whether in contract, tort or otherwise, exceed the amount paid by you for the Trial Software.

Indemnification

You agree to defend, indemnify, and hold DuploCloud and its affiliates, officers, directors, employees, and agents harmless from any and all claims, liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with your use of the Trial Software or your breach of this Agreement.

Confidentiality

You acknowledge and agree that the Trial Software contains valuable confidential information and trade secrets of DuploCloud and its licensors. You shall maintain the confidentiality of the Trial Software and shall not disclose or distribute any part of the Trial Software to any third party without DuploCloud’s prior written consent.

Export Control

You acknowledge that the Trial Software and any technical data or services provided under this Agreement may be subject to U.S. export control and economic sanctions laws, regulations, and requirements, as well as the export control and economic sanctions laws, regulations and requirements of other countries. You shall comply with all applicable export control and economic sanctions laws, regulations, and requirements.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without giving effect to any principles of conflicts of law. Any dispute arising out of or in connection with this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Entire Agreement and Amendments

This Agreement constitutes the entire agreement between you and DuploCloud with respect to the Trial Software and supersedes all prior or contemporaneous oral or written agreements and representations, if any, regarding the Trial Software. This Agreement may not be amended except in writing signed by both you and DuploCloud.

Waiver and Severability

The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce such provision. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment

You may not assign this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without DuploCloud’s prior written consent. DuploCloud may assign this Agreement or any rights or obligations hereunder without your consent.