INFARE EVALUATION LICENSE AGREEMENT
THIS INFARE EVALUATION LICENSE AGREEMENT ("Agreement") is made by and between Infare Solutions A/S an OAG company, registered at Borgergade 14, 1300 Copenhagen K, Denmark ("OAG"), and you ("Customer").
If you are accepting these terms and conditions on behalf of an entity, such as your employer, you represent and warrant that you:
(i) have full authority to bind the entity to this Agreement,
(ii) have read and understand this Agreement and
(iii) agree, on behalf of such entity, to the terms and conditions of this Agreement.
If you do not have such authority or do not agree to these terms, you must not access or use the product and/or data.
This Agreement becomes effective at the moment you gain access to trial OAG’s data, whether via an online service application, files, cloud database, the Snowflake platform, or any other method specified by OAG. Such access to the data shall constitute acceptance of the terms and conditions set out herein (the “Effective Date”).
This Agreement governs your use of OAG’s suite of products and the data contained therein (collectively, the “Data Products”), which will be made available to you by OAG as detailed in a separate confirmation email.
TERMS AND CONDITIONS
1. Grant and Terms of Limited License
1.1. Subject to the terms of this Agreement, OAG hereby grants the Customer a temporary, limited, non-transferable, revocable, and non-exclusive license to access and use the Data Products. The Data Products are provided solely for the Customer’s internal evaluation and testing purposes.
1.2. This license is granted for a period of up to sixty (60) days (the “Trial Period”) and may be limited to a specified number of authorized users, as indicated (if applicable) in a separate email. The Trial Period shall commence on the date the Customer receives an email confirming access to the Data Products, regardless of when such email is opened or accessed.
1.3. If the Customer accesses the Data Products via OAG’s Snowflake Reader Account, it may use the Data Products during the Trial Period for up to ten (10) Processing Credits. A “Processing Credit” refers to the unit of measurement used by Snowflake and tracked by OAG to quantify data consumption, based on factors such as the number and complexity of queries and processing time.
1.4. The Customer shall not use the Data Products for any purpose other than internal evaluation and testing. In particular, the Customer shall not: (i) copy, disclose, distribute, sublicense, display, transmit or broadcast, rent or sell any Data Product; (ii) authorize any third party to copy, disclose, distribute, sublicense, display, transmit or broadcast, rent or sell, any Data Product to any third party, or (iii) perform any analysis for the purpose of sharing with third parties, distributing, or publishing, or that results in sharing with third parties, distribution, or publication, regardless of original intent.
1.5. All rights, title, ownership of the Data Products and any data, together with any documentation provided therewith, shall always remain with OAG. The Data Products and data are the sole property of OAG (or its licensors), and OAG (or its licensors) retains all rights in and to the Data Products and data that are not expressly granted to Customer under this Agreement.
2. Customer's Use of Data Products
2.1. The Customer acknowledges that the Data Products are provided for evaluation purposes only, and OAG does not guarantee the accuracy, completeness, or reliability of the Data Products. OAG shall not be liable for any decisions made or actions taken by the Customer based on the Data Products.
2.2. Customer guarantees that the Data Products will not be used for any unlawful purposes or purposes that are not set forth in this Agreement.
2.3. Customer shall not decompile, disassemble, or otherwise reverse engineer any of the Data Products, nor attempt to unblock or bypass any initialization system or encryption techniques utilized by OAG.
2.4. If user credentials for accessing the Data Products are assigned, the Customer agrees to keep them strictly confidential, not share them with any third party, and to promptly notify OAG if it suspects or becomes aware of any unauthorized use of the credentials.
2.5. The Customer agrees to provide OAG with feedback on the Data Products, preferably in the form of a narrative report. Any actions taken in response to such feedback shall be at OAG’s sole discretion. OAG may use the feedback without restriction and without any obligation to the Customer. The Customer hereby assigns to OAG all rights, title, and interest in and to any feedback provided, including any intellectual property rights therein. The Customer warrants that it has the right to make such assignment and that the feedback does not infringe any third-party rights.
3. Intellectual Property Rights
3.1. The Customer acknowledges that OAG owns all intellectual property rights in the Data Products. The Customer's use of the Data Products does not diminish OAG's intellectual property rights, which remain exclusively with OAG.
3.2. OAG may use Customer's usage and operational data (including query logs and metadata (e.g., object definitions and properties) derived from the provision of the Data Products in aggregated, anonymized, or aliased form for analysis and improving OAG's products and services.
4. Disclaimer of Warranty; Limitation of Liability; Indemnification
4.1. OAG (and its licensors) makes no representations or warranties with respect to the Data Products or Customer’s use thereof. THE DATA PRODUCTS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE BASIS, AND OAG (AND ITS LICENSORS) SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, GUARANTEES OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, REGARDING SATISFACTORY QUALITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT THE DATA PRODUCTS WILL BE AVAILABLE FOR USE, UNINTERRUPTED, ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL OAG (OR ITS LICENSORS) BE LIABLE TO CUSTOMER UNDER ANY LEGAL THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSS, DAMAGES, INJURIES, COSTS, OR EXPENSES ARISING OUT OF THIS AGREEMENT OR THE USE OF THE DATA PRODUCTS OR THE DATA, EVEN IF OAG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.2. IN NO EVENT WILL THE LIABILITY OF OAG AND ITS THIRD-PARTY PROVIDERS, PURSUANT TO ANY CLAIM OR CAUSE OF ACTION UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED ONE HUNDRED POUNDS (GBP 100).
4.3. Customer agrees to indemnify, defend and hold OAG, its officers, directors, employees and licensors harmless from and against any and all liability, losses, claims, demands, and expenses (including reasonable legal fees and expenses) of whatever nature or kind arising out of the use of the Data Products.
4.4. OAG shall have no responsibility or liability for any delays in or interruptions or failures of its performance under this Agreement due to any cause beyond its reasonable control.
5. Confidentiality
5.1. For purposes of this Agreement, “Confidential Information” shall mean all confidential or proprietary documents or information disclosed by or on behalf of a party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement, including but not limited to all technical, financial, trade secret, algorithms and statistical data of the Disclosing Party, the existence of, or any of the substance or terms of, discussions or communications with the Disclosing Party, and the fact that the Customer is testing the Data Products. Confidential Information may be disclosed orally, in writing or visually, and it shall include: (i) information which is marked or identified by the Disclosing Party as confidential and/or proprietary at the time of disclosure and/or (ii) information which the Receiving Party knew or under the circumstances should have known was considered confidential and/or proprietary by the Disclosing Party. As between the parties, the data contained in the Data Products is Confidential Information of OAG.
5.2. Either Party may only use the Confidential Information for the purposes of this Agreement, and may provide its employees, directors, and professional advisers (Permitted Users) with access to the Confidential Information on a strict "need to know" basis only.
5.3. This Clause shall not operate to prevent either Party exercising its rights under this Agreement and shall not apply to any information which enters the public domain other than as a result of a breach of this Agreement by the other Party.
5.4. Either Party may disclose Confidential Information where required to do so by law or by any court or competent regulatory authority or any trading venue to which the Party is required to report. This clause shall remain in full force and effect for a period of twelve (12) months following the termination of this Agreement.
5.5. Following termination of this Agreement, the Customer shall either: (i) return all data and Confidential Information to OAG, or otherwise delete or destroy such data and information. Notwithstanding the foregoing the Customer may retain OAG’s Confidential Information in automatic archival or back-up copies or in its restricted access files to the extent reasonably necessary to satisfy any applicable legal or regulatory requirement or in accordance with the Customer’s record retention policy provided that, the Customer will continue to be bound by obligations of confidentiality with respect to such retained Confidential Information for so long as such information remains Confidential Information or until the Customer purges or destroys Confidential Information or, (ii) in order to retain all Data and Confidential Information, enter into a relevant License with OAG.
6. Termination
6.1. OAG may modify, suspend or terminate access to the Data Products at any time with or without notice and without liability to the Customer or any third party.
6.2. Upon termination or expiration, the Customer shall either (i) contact OAG to enter into OAG standard form licence agreement for commercial (non-test) use of the Data Products (and/or other OAG products and/or services) on terms mutually agreed by the Parties; or (ii) immediately discontinue all use of the Data Products and destroy all Data Products and any related materials.
7. General
7.1. The laws of England and Wales shall govern any dispute arising from this Agreement. Jurisdiction for any lawsuit under this Agreement lies solely in the courts of England and Wales.
7.2. The rights granted under this Agreement may not be assigned without the prior written consent of OAG, which consent will not be unreasonably withheld or delayed.
7.3. This Agreement may not be amended, or any provision hereof waived in whole or in part except by a writing signed by authorized representatives of both parties hereto.
7.4. If any provision of this Agreement is found to be unenforceable, invalid or void, that provision will be deemed severable, and will not affect the validity or enforceability of the remaining provisions of this Agreement.
7.5. The provisions of clauses 1.2 (Use Restrictions), 3.1 (Intellectual Property), 4 (Disclaimer/Limitation of Liability/Indemnification), 5 (Confidentiality), 6.2 (Post-Termination Obligations), and 7.1 (Governing Law) shall survive termination of this Agreement.
7.6. OAG collects, uses, and processes the personal data of Customer to perform and process the Agreement. This information is used in accordance with legal stipulations and only for the defined purposes. Privacy Policy can be found online at https://www.oag.com/privacy-notice