CAREFULLY READ THE TERMS OF THIS HUB 360 TRIAL LIMITED USE LICENSE AGREEMENT (“TRIAL AGREEMENT”) BEFORE DOWNLOADING THE HUB 360 SOFTWARE APPLICATION (“APPLICATION”) FOR TRIAL PURPOSES. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE APPLICATION, YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS TRIAL AGREEMENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO (I) ACCEPT THE TERMS AND CONDITIONS OF THIS TRIAL AGREEMENT, AND (II) BIND YOUR COMPANY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CREATE A USER ACCOUNT, ACCESS, OR USE THE APPLICATION.
Version Effective as of December 11, 2024
This Trial Agreement is entered into by and between Haivision Systems Inc., a Canadian Corporation and its affiliates (“Licensor”) and you (“Licensee”). The purpose of this Trial Agreement is to evaluate the capabilities of the Application (the “Purpose”).
Grant. Licensor grants Licensee a personal indivisible, non-exclusive, non-transferable, non-sublicensable license to use the Application in a non-production environment as necessary in furtherance of the Purpose. No other use of the Application is permitted. No Haivision trademark, trade name or service mark is licensed hereunder.
Limitation on License. Licensor may limit the offering during the trial period (i.e., the duration of the trial period, number of paired devices, bandwidth consumption, etc.). Licensee shall not: (i) sell the Application, in whole or in part, or any improvements or other modifications thereto, or imbed the Application in any Licensee’s products without the prior written consent of the Licensor, (ii) modify, distribute, or provide access to the Application to third parties; (iii) permit any third party’s use of the Application, (iv) directly or indirectly disassemble, reverse engineer, decompile, modify, make derivative works, or translate the Application, (v) assign, sublicense or otherwise transfer the license without the prior written consent of Licensor, or (vi) export the Application in violation of any export restrictions.
Use and Disclosure Restrictions. “Licensor Confidential Information” means the Application and proprietary information Licensor disclosed hereunder. Licensee will not use Licensor Confidential Information except as necessary for the Purpose nor disclose Licensor Confidential Information to any third party except those of its employees that need to know it for the Purpose and who are subject to written agreements that including binding use and disclosure restrictions as protective as those herein. Licensee will use all reasonable efforts to maintain the confidentiality of Licensor Confidential Information in its possession or control, and at least the efforts ordinarily used by Licensee to protect its own proprietary information of similar nature and importance.
Ownership. As between Licensor and Licensee, Licensor owns all right, title and interest in and to the Haivision intellectual property and the Application, all improvements, and modifications thereto, and all copies thereof. Licensee hereby reserves all rights in its trademarks and service marks. There are no other implied licenses under this Trial Agreement. All rights not expressly granted to Licensee are reserved by Licensor.
No Warranty. THE APPLICATION IS PROVIDED “AS IS.” LICENSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE APPLICATION, HAIVISION INTELLECTUAL PROPERTY OR ANY TECHNOLOGY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LICENSOR EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES.
Limitation of Liability. LICENSOR IS NOT LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES ARISING OUT OF THIS TRIAL AGREEMENT (WHETHER OR NOT LICENSEE WAS SPECIFICALLY INFORMED OF THE POSSIBILITY OF SUCH DAMAGES), OR ANY EXEMPLARY OR PUNITIVE DAMAGES. LICENSEE ASSUMES ALL RISK OF USING THE APPLICATION IN A PRODUCTION CONTEXT.
Export. Licensor may be subject to regulations by U.S. government agencies, including the U.S. Department of Commerce, which prohibits the export or diversion of Licensor’s products to certain countries, persons and entities listed on the U.S. Government lists of restricted or prohibited persons, including the Bureau of Industry and Security Denied Persons List (“DPL”) or the Department of Treasury List of Specially Designated Nationals (“SDN”). Licensee will not knowingly assist or participate in any such diversion or other violation of any applicable U.S. laws and regulations.
Governing Law. This Trial Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A.
Entire Agreement. This Trial Agreement contains the entire agreement between the parties and supersedes all previous agreements or representations (written and oral) between the parties regarding Hub 360 and its subject matter. Neither party is bound by any communication related to Hub 360 outside this Trial Agreement.
