Trial agreement

Last updated: Nov 20, 2024

Trial agreement

This Trial Agreement (“Agreement”) is made between AllSpice, Inc., a Massachusetts corporation having its principal place of business at 444 Somerville Avenue, Somerville, MA 02143 (“AllSpice”) and Customer (defined below) and governs the Customer’s use of the AllSpice Assets (as defined below). 

“Customer” means a person or entity that accepts and agrees to the terms of this Agreement as of the earlier date (“Effective Date”) where such person or entity either clicks a box indicating acceptance of this Agreement or uses an AllSpice Asset. AllSpice reserves the right to modify or update this Agreement in its sole discretion, the effective date of such updates and/or modifications will be the earlier of: (i) 30 days from the date of such update or modification; or (ii) Customer’s continued use of the AllSpice Asset(s).

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE ALLSPICE ASSETS. THE ALLSPICE ASSETS ARE INTENDED FOR THE CUSTOMER AND ITS AUTHORIZED USERS ONLY AND ARE NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT AND THIS AGREEMENT APPLIES TO SUCH ENTITY WHICH IS DEEMED THE CUSTOMER.

If Customer and AllSpice have executed a written agreement governing Customer’s access to and use of the AllSpice Assets as an AllSpice customer, then the terms of such signed agreement will govern and will supersede this Agreement. The parties agree as follows:

  1. Definitions. Capitalized terms used in these Terms and Conditions have the meanings set forth above or as defined below:
    1. “Affiliates” means any entity that now or hereafter controls, is controlled by, or is under common control with, a specified entity. Such entity shall be deemed to be an Affiliate only so long as such control exists.
    2. “Authorized User” means one individual (no concurrent usage with other users is permitted), whether for themself or on behalf of their entity, that are authorized by Customer to use the Service.
    3. “Beta Features” means any AllSpice Asset features, functionality or services which AllSpice may make available to Customer to try at no additional cost, and which is designated as beta, trial, non-production or another similar designation. 
    4. “Cloud” means a deployment type of the Service made available to Customer within AllSpice’s multi-tenant cloud server.
    5. “Confidential Information” means any non-public information of a confidential or proprietary nature of a party which is not readily available to others in the public domain exchanged between the parties in furtherance of the Purpose, which with respect to AllSpice includes the AllSpice Products, Usage Data and Feedback.
    6. “Documentation” means the manuals and other written (including electronic) materials that describe the AllSpice Products, Software, or their use and are made available to Customer hereunder.
    7. “AllSpice Products” means collectively the AllSpice Products named on page one of this Agreement including their Software and all related Improvements and Documentation.
    8. “Customer Data” means all data provided by, or on behalf of, Customer in connection with or by means of the Service, including any Personal Data as that term is defined under applicable law or as otherwise set under applicable laws. Notwithstanding anything to the contrary in this Agreement, Customer Data does not include Usage Data.
    9. “Feedback” means feedback, suggestions, comments, or any other similar or related information regarding the AllSpice Products provided by Customer to AllSpice.
    10. “Improvements” means any modifications, improvements or enhancements to the AllSpice Products or Software.
    11. “Malicious Code” means any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms that would: (i) cause the Service to cease functioning; (ii) damage or corrupt any AllSpice owned or controlled data, programs, equipment, systems, servers or communications; or (iii) interfere with the operations of the Service (e.g., Trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices).
    12. “Prohibited Content” means content that: (i) is illegal under any applicable law; (ii) violates any third-party rights including, but not limited to, privacy, intellectual property rights and trade secrets; (iii) contains false, misleading, or deceptive statements, depictions, or practices; (iv) contains Malicious Code; or (v) is otherwise objectionable to AllSpice in its sole, but reasonable, discretion.
    13. “Purpose” means: (i) internal, non-production, evaluation purposes of the Service only; and (ii) for Customer to consider whether to purchase a production subscription.
    14. “Service” means AllSpice’s proprietary solution offered as a software-as-a-service (SaaS) git platform for hardware engineers’ design documentation storage and collaboration in various deployment types which includes the AllSpice Assets.
    15. “Software” means software that AllSpice develops and maintains to provide the Service, including the Beta Features, Images, and all modifications, enhancements, updates, upgrades, patches, workarounds, and fixes thereto, and any derivative works thereof.
    16. “Trial Period” means 2 weeks from the Effective Date.
    17. “Usage Data” means data collected, aggregated and anonymized, by AllSpice pertaining to Customer’s interaction with the Service which includes, but is not limited to, performance of the Service, metrics and other measures of Customer’s use of the Service and its operation. Usage Data are not Customer Data and do not consist of Customer Personal Data.
  2. Evaluation of AllSpice Products.
    1. Limited Use License. Subject to the terms of this Agreement, AllSpice grants Customer a limited, non-exclusive, non-sublicensable, non-transferable (except as otherwise provided herein) license during the Trial Period, solely for the Purpose for Customer’s internal business operations for the Cloud Service to access and use the Service and Documentation. Customer may permit its Affiliates’ employees and authorized contractors to serve as Authorized Users, subject to the terms of this Agreement, and provided any use of the Service by such individuals will be for the sole benefit of Customer.
    2. Data License. In connection with its use of the Service, Customer (including its Authorized Users) may transfer Customer Data to AllSpice. AllSpice uses Customer Data to: (i) provide the Service; (ii) train AllSpice’s Service algorithms and models to provide insights and design recommendations to the Customer but solely on the basis of Customer Data that has first been anonymized and aggregated by AllSpice; and (iii) create and develop Usage Data. AllSpice will use Usage Data to improve and develop the Service. Customer grants AllSpice a limited license during the Trial Period to use Customer Data as provided for in this Section 2(b) and in accordance with this Agreement.
    3. Term. The Agreement lasts for the Trial Period (i.e., 2 weeks from the Effective Date), unless terminated earlier as provided herein. Either party may terminate the Agreement for convenience at any time upon delivery of written notice to the other party. Upon expiration or earlier termination of the Agreement, or upon written request by AllSpice at any time during the Trial Period, Customer shall immediately cease use of all AllSpice Products and return all AllSpice Confidential Information. The provisions of Sections 4, 5, 7, 8, 10 and 11 (as applicable) shall survive the termination or expiration of this Agreement. 
  3. Fees. Customer will not pay AllSpice any fees for the use of AllSpice Products as set forth herein, unless otherwise agreed in writing between the parties (“Fees”).  Where no Fees are paid, the acceptance of the Agreement and the use of the AllSpice Products will be adequate consideration hereunder. Any Fees paid to AllSpice under this Agreement will be non-refundable.
  4. Feedback. Customer may elect to provide Feedback to AllSpice. In such event, AllSpice may freely use and exploit any such Feedback without any obligation to Customer. Customer hereby assigns to AllSpice any proprietary right that Customer may have in or to any modification, enhancement, improvement or change in or to the Feedback from Customer.
  5. Other Customer Obligations.
    1. Customer will not (and will not authorize or permit any third party to): (i) allow anyone other than Authorized Users to access and use the AllSpice Assets; (ii) share any AllSpice issued access credentials with any third party; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Service; (iv) modify, adapt, or translate the Service or remove or modify any proprietary markings or restrictive legends placed on or within the AllSpice Assets; (v) make copies, store, or archive, any portion of the AllSpice Assets without the prior written permission of AllSpice; (vi) use the AllSpice Assets in violation of any applicable law; (vii) introduce any Prohibited Content or Malicious Code into the Service; or (viii) exploit the Service in any unauthorized manner including by circumventing any process AllSpice has put in place to safeguard the Service or by using flood pings, denial-of-service attacks, or by deploying spiders, web-bots, screen-scrapers, or web crawlers, that may damage or adversely affect server or network capacity or Service infrastructure (together, (i) through (viii) the “Restrictions“). The foregoing Restrictions will be inapplicable to the extent prohibited by applicable law.
    2. Nothing contained herein shall prevent or restrict Customer from independently developing its own products and intellectual property with similar capabilities, provided, that neither the AllSpice Products nor any AllSpice Confidential Information is used during such development.
    3. Export. The AllSpice Assets are subject to export control laws and regulations. Customer may not access or use the AllSpice Assets or any underlying information or technology except in full compliance with all applicable United States export control laws. Neither the AllSpice Assets nor any underlying information or technology may be accessed or used: (i) by any individual or entity in any country to which the United States has embargoed goods; or (ii) by anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Commerce Department’s list of prohibited countries or debarred or denied persons or entities. 
  1. AllSpice Obligations. AllSpice maintains industry-standard physical, technical, and administrative safeguards in order to protect Customer Data. AllSpice may provide Customer with support it deems necessary in its sole discretion during the Trial Period.
  2. Confidential Information. The AllSpice Products (including benchmarking or competitive analysis derived therefrom) are the confidential and proprietary information of AllSpice and deemed AllSpice Confidential Information. Customer Data is the Confidential Information of Customer. Each party will safeguard Confidential Information as it safeguards its own confidential information of a like nature. Customer will not disclose, distribute, make available or provide access to any AllSpice Products or content thereof except as explicitly permitted hereunder. Customer will limit access to the AllSpice Products to its Users and employees on a strict need-to-know basis for the Purpose and is responsible for their non-compliance. Customer acknowledges that a breach of the Agreement may cause irreparable harm to AllSpice for which money damages would be inadequate, and AllSpice will be entitled to obtain timely injunctive relief, in addition to any and all remedies available at law.
  3. Ownership. As between AllSpice and Customer, AllSpice is the sole owner of all rights, title and interest, including all intellectual property rights, in and to AllSpice Confidential Information including, for clarity, the AllSpice Products, Software, Improvements, Feedback and AllSpice Data. As between AllSpice and Customer, Customer is the sole owner of all rights, title and interest, in and to Customer’s intellectual property rights, Customer Data and Customer Confidential Information that does not contain any AllSpice Confidential Information or portions thereof and is not developed in violation of the terms and covenants set forth herein.
  4. Representations and Warranties; Disclaimer.
    1. Each party represents and warrants that it: (i) has all rights, title, permits, and authority necessary to execute this Agreement and to grant the rights granted hereunder and agree to the covenants set forth herein; and (ii) will comply with all applicable laws and regulations.
    2. THE ALLSPICE PRODUCTS AND SOFTWARE ARE ALL PROVIDED “AS IS” AND ALLSPICE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ALLSPICE EXPRESSLY DISCLAIMS ALL IMPLIED REPRESENTATIONS AND WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE, THAT ANY ALLSPICE PRODUCTS, SOFTWARE, AND/OR IMPROVEMENT WILL OPERATE UNINTERRUPTED OR ERROR FREE.
  1. Limitation of Liability.
    1. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT.
    2. EXCEPT FOR A VIOLATION OF THE PROHIBITED USES, A BREACH OF CONFIDENTIALITY (BUT NOT RELATED TO ANY LIABILITY WITH RESPECT TO THE PRIVACY OR SECURITY OF CUSTOMER DATA), OR FOR EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY WILL NOT BE LIABLE TO THE OTHER UNDER THIS AGREEMENT IN THE AGGREGATE FOR ANY AMOUNT IN EXCESS OF ONE-THOUSAND DOLLARS ($1,000) WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY SEEKING A REMEDY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
  2. Miscellaneous. This Agreement will be construed and interpreted in accordance with the laws of the state of California, USA, excluding its rules for choice of law. The state and federal courts located in San Francisco, CA will have exclusive jurisdiction and venue of all matters that related to or arise from the subject matter of this Agreement. This Agreement does not create any agency or partnership relationship. Any failure to enforce any provision of this Agreement shall not constitute a waiver of any other provision. If any provision is held to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. All notices under this Agreement shall be in writing and delivered to the respective addresses set forth herein. The parties hereto accept and agree to the execution of the Agreement electronically and in counterparts, each of which shall be deemed an original. Neither party will assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, without the prior written consent of the other party and any attempt to do so will be null and void; provided, however, that either party may assign this Agreement (i) in the event of a merger, consolidation, change of control, or sale of all or substantially all of a party’s securities or assets, or (ii) to a wholly-owned subsidiary.
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