Last Updated: March 4, 2022
1.1 Services. Subject to the terms and conditions of this Agreement, ChaosSearch shall provide Customer with certain products (the “Products”) through ChaosSearch’s proprietary platform (the “Platform” and together with the Products, the “Services”).
1.2 License Grant. Subject to the terms and conditions of this Agreement, ChaosSearch grants Customer a limited, nonexclusive, nontransferable, and revocable license during the term, to access and use the Services solely for Customer’s internal business purposes in connection with Customer’s evaluation of the Platform. All rights not expressly granted to Customer are reserved by ChaosSearch and its licensors.
2.1 Customer Content. Customer acknowledges and agrees that certain features of the Services may enable Customer and third parties to upload or make available through the Services certain information and content (“Customer Content”). Customer hereby grants ChaosSearch a non-exclusive, worldwide license to display, modify, distribute, perform and reproduce such Customer Content for the purpose of making it available to Customer through the Services. ChaosSearch is not obligated to back up any Customer Content, and Customer expressly agrees that ChaosSearch shall not be responsible for any accuracy, damage, deletion or destruction of Customer Content. Customer represents and warrants that Customer owns or otherwise has a right to use the Customer Content as contemplated herein, including providing such Customer Content for use in connection with the Services
2.2 Third Party Content. In order to make full use of the Services, Customer acknowledges and agrees that it may need to provide ChaosSearch with certain data and information provided by third parties (“Third Party Content”). Customer shall be solely responsible for ensuring it has all necessary rights to such Third Party Content in order to make such Third Party Content available to ChaosSearch for use in connection with ChaosSearch’s provision of Services to Customer. Customer shall defend, indemnify and hold harmless ChaosSearch for any claims, losses and expenses incurred by ChaosSearch and arising from any third party claim relating to ChaosSearch’s use of the Third Party Content to provide the Services to Customer. Customer shall provide reasonable cooperation and assistance to ChaosSearch to enable ChaosSearch to adequately integrate such Third Party Content into the Platform. ChaosSearch shall not be liable for any failure to provide the Services to Customer arising out of Customer’s failure to provide ChaosSearch sufficient access to Third Party Content.
2.3 Use of Services. Customer is responsible for all activity occurring under Customer’s account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services. Customer shall notify ChaosSearch immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Services. Unless otherwise authorized by ChaosSearch, use of the Services in a production environment is prohibited.
Except as expressly provided in this Agreement, each party shall not possess, access, use or disclose any of the other party’s Confidential Information except to perform its obligations or exercise its rights under the Agreement. Each party shall use reasonable care to protect the other party’s Confidential Information, but in no event less care than it employs in protecting its own Confidential Information. Each party shall be responsible for any breach of confidentiality by its employees and contractors. Promptly after any termination of this Agreement (or at the disclosing party’s request at any other time), each party shall return or destroy all of the other party’s tangible Confidential Information. The restrictions herein will not prevent either party from complying with any law, regulation, court order or other legal requirement that purports to compel disclosure of any Confidential Information; provided that such party promptly notifies the disclosing party upon learning of any such legal requirement, and cooperates with the disclosing party in the exercise of its right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency. “Confidential Information” means all financial, business or technical information that is disclosed by or for a party in relation to this Agreement (including all copies and derivatives thereof) and which are marked or otherwise identified as proprietary or confidential at the time of disclosure, or which by their nature would be understood by a reasonable person to be proprietary or confidential but not including any information that a receiving party can demonstrate is provided by a third party without breach of any obligation to the disclosing party, is generally available to the public without breach of this Agreement or is independently developed by it without reliance on such information. All benchmarking and performance information relating to the Services shall be ChaosSearch’s Confidential Information.
4.1 Limitations on Use. Customer shall not (a) modify, reverse engineer, decompile, or disassemble the Services, or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from the Services (except and only to the extent these restrictions are expressly prohibited by applicable statutory law); (b) encumber, lease, rent, timeshare, loan, sublicense, transfer or distribute any Services; (c) copy, adapt, merge, create derivative works of, translate, localize, port or otherwise modify the Services; (d) use the Services, or allow the transfer, transmission, export or re-export of all or any part of the Services, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction; or (e) permit any third party to engage in any of the foregoing proscribed acts.
4.2 Intellectual Property Ownership. As between the parties, ChaosSearch owns and retains all rights, title, and interest, including all related Intellectual Property Rights, in the Services, and any technology, templates, materials or software used to provide the Services. Customer grants ChaosSearch a royalty-free, perpetual, irrevocable, sublicensable and transferable license to use any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Services. This Agreement does not transfer ownership rights of any kind in the Services, or any related materials to the Customer or any third party. The ChaosSearch name, the ChaosSearch logo, and the product names associated with the Services are trademarks of ChaosSearch or third parties, and no right or license is granted to use them. Customer may not use ChaosSearch’s name or trademarks without the prior written consent of ChaosSearch. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
5.1 Term; Termination. The term of this Agreement shall be for a period of thirty (30) days beginning on the day ChaosSearch provides Customer access to the Platform (the “Trial Period”), unless earlier terminated as set forth herein. ChaosSearch may extend such Trial Period by providing written notice to Customer (email is acceptable). Following the Trial Period, Customer shall have an option to enter into a full agreement as determined by the mutual agreement of the parties. Either party may terminate this Agreement upon written notice delivered to the other party at any time, for any reason or no reason.
5.2 Rights on Termination. ChaosSearch has and reserves all rights and remedies that it has by operation of law or otherwise to enjoin the unlawful or unauthorized use of the Services. On termination, all rights granted to Customer under this Agreement shall immediately cease and Customer will promptly cease all use of the Services. Sections 3, 4, 5.2, and 6-9 will survive termination or expiration of this Agreement.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, CHAOSSEARCH HEREBY DISCLAIMS (FOR ITSELF AND ITS LICENSORS) ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. CHAOSSEARCH AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, (B) THE SERVICES WILL MEET REQUIREMENTS OR EXPECTATIONS, OR (C) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS SET FORTH ABOVE, THE SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" BASIS.
IN NO EVENT SHALL CHAOSSEARCH’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED $100. IN NO EVENT SHALL CHAOSSEARCH AND/OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION IN THE SERVICES, EVEN IF CHAOSSEARCH OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT NEITHER CHAOSSEARCH NOR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES SHALL HAVE ANY LIABILITY TO CUSTOMER FOR ANY CLAIM OR DAMAGES THAT ARISE FROM OR RELATE TO ANY DECISION BASED ON INFORMATION RECEIVED THROUGH THE SERVICES.
Neither party may assign this Agreement to any third party except upon prior written consent, not to be unreasonably withheld; provided, however, ChaosSearch may assign this Agreement without consent to an acquirer of all or substantially all of its assets or business to which this Agreement relates. Any purported assignment in violation of this section shall be void. Subject to the foregoing, this Agreement and each and all of the provisions hereof bind and benefit the parties and their respective successors and assigns.
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the choice or conflicts of law provisions of any jurisdiction. The parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in Suffolk County, Massachusetts. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. This Agreement is intended for the sole benefit of ChaosSearch and Customer, and shall not be construed for the benefit of any third party, including any client of Customer. ChaosSearch shall not be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including any natural cause, pandemic, act of God or public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage in communications, power or otherwise, or failure to perform by any supplier or other third party. No joint venture, partnership, employment, or agency relationship exists between Customer and ChaosSearch as a result of this Agreement. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. Any modification or amendment of this Agreement shall be in writing signed by the parties. This Agreement comprises the entire agreement between Customer and ChaosSearch regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter.