BY CHECKING THE APPLICABLE BOX AS INDICATED ON THE REGISTRATION FORM ON WWW.DESSA.COM/TRIAL AND CLICKING “REQUEST TRIAL ACCESS”, CLIENT AGREES THAT HE/SHE HAS READ THESE TRIAL TERMS AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TRIAL TERMS.
These Trial Terms are between DeepLearning Financial Technologies Inc. (Dessa) and the corporation or entity or individual using Dessa’s software development platform called Foundations (Software) for evaluation purposes (Client).
Evaluation of Software
Dessa will, during a trial period of three (3) days (or such longer period as Dessa may agree) (Trial Period), make available to Client (a) the Software, (b) any user guide documentation concerning the use of the Software (User Documentation) and (c) test data in connection with Client’s evaluation of the Software (Test Data), subject to the restrictions and limitations and conditions specified in these Trial Terms. In addition, Dessa will make available to Client ten (10) Google Cloud Graphics Processing Units, subject to the Google Cloud Platform Terms of Service.
Restrictions of Use
The access and use by Client of the Software, any User Documentation and any Test Data is limited to use and access solely for Client’s internal non-production business purposes and solely for the purpose of evaluating Client’s potential use of the Software. Client shall not provide, disclose, sublicense or otherwise permit any person (including affiliates, customers or other third parties) to access, use, read, disseminate, transmit, download or reproduce the Software, User Documentation or Test Data.
Third Party Products
Client acknowledges that the use of the Software may require the use of certain third party products (Third Party Products). Client agrees that Dessa has no responsibility or obligation to supply or any liability whatsoever concerning the Third Party Products and that Client is solely responsible for sourcing, acquiring and licensing such Third Party Products directly from the applicable Third Party Products vendors.
At its sole discretion, Dessa may (but is not obligated to), during the Trial Period, provide technical support and other support and assistance relating to the Software to Client to aid in Client’s evaluation.
In consideration of the grant of the evaluation licenses granted under these Trial Terms, Client agrees that Client shall provide Dessa with reasonably detailed feedback concerning his/her evaluation of the Software (including concerning the Software’s functionality and features and any fault, bugs, errors or other shortcomings of which it becomes aware) and/or complete any customer surveys prepared by Dessa and provided to Client (Feedback). Feedback is subject to the following terms: (a) Dessa may use such Feedback and incorporate it in Dessa’s products, technologies, and services without any obligations or restrictions; (b) Client waives all rights Client or Client’s representatives have or may have, including all intellectual property rights, in and to Feedback, and hereby assigns to Dessa all of Client’s rights in and to the Feedback and will cause his/her representatives to assign all of such persons’ rights to Dessa and to waive all moral or similar rights that Client’s representatives have to Dessa. Client will execute and cause to be executed all documents necessary to assign such rights. Client is not entitled to any compensation or reimbursement of any kind under any circumstances for any Feedback.
No Reports to Media, etc
Except with the prior written consent of Dessa, Client shall not make any report (whether written, oral or otherwise) concerning its evaluation of the Software to any third party nor disclose the results of any benchmark test nor give any interview with the media about the Software.
All costs and expenses incurred by Client in Client’s evaluation shall be borne by Client.
Client is solely responsible for all data supplied or provided by, imported or uploaded to, or generated by Client’s use of the Software, or otherwise made available to Dessa by Client in connection with these Trial Terms (Client Data). If, in using and evaluating the Software, Client makes Client Data available to Dessa, Client hereby grants to Dessa a limited, non-exclusive, non-transferable and fully paid-up license to access, store and use the Client Data for the sole purpose of and only to the extent required in order to perform its obligations under this these Trial Terms, to perform the requested activities and/or to provide Client with the requested assistance. Client is solely responsible to obtain all necessary consents (including those required by law) concerning to provision of Client Data to Dessa and any use, processing and storage of all Client Data by Dessa.
Ownership of Software
The Software, User Documentation, Test Data and content and other products and services provided through the Software are protected by intellectual property and copyright laws and treaties worldwide. Client acknowledges and agrees that all right, title and interest whatsoever, in and to the Software, the User Documentation, and Test Data, including all intellectual property and other proprietary rights therein is, and shall be, owned solely and exclusively by Dessa (and/or its third party providers). Nothing in these Trial Terms shall, or shall be deemed or construed to, assign, transfer or convey to or vest in Client any title, rights or interest in or to any intellectual property, including in or to the Software User Documentation, or Test Data, other than the rights specifically and expressly granted herein. Dessa reserves all rights not expressly granted to Client hereunder.
Client acknowledges that the Software and any Client Data is hosted on servers located at a third party hosting provider engaged by Dessa which may be at a location(s) located inside or outside of Canada and Client consents to same. Client agrees to comply with any policies and terms of the hosting provider that are applicable to Client and of which Dessa provides Client with notice.
These Trial Terms and access to the Software, User Documentation and Test Data may terminated by either party before the end of the Trial Period, for any reason, on written notice to the other party. These Trial Terms shall automatically terminate at the end of the Trial Period without the need for further action or notice by either party.
No Other Warranties
CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SOFTWARE, USER DOCUMENTATION, TEST DATA AND ALL RELATED INFORMATION, MATERIALS AND/OR SERVICES OR ASSISTANCE PROVIDED BY DESSA TO CLIENT, IS PROVIDED FOR EVALUATION PURPOSES ONLY ON AN “AS AVAILABLE” AND “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, ALL OF WHICH ARE EXPRESSLY DENIED AND DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. CLIENT ACKNOWLEDGES THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, USER DOCUMENTATION, TEST DATA AND ANY SERVICES OR ASSISTANCE PROVIDED BY DESSA IN CONNECTION THEREWITH, REMAINS WITH THE CLIENT.
CLIENT AGREES THAT DESSA AND ITS AFFILIATES AND THEIR RESPECTIVE CONTRACTORS, LICENSORS AND AGENTS AND ALL SUCH PERSON’S OFFICERS, DIRECTORS AND EMPLOYEES (DESSA PARTIES) SHALL NOT BE LIABLE TO CLIENT UNDER THESE TRIAL TERMS FOR AND HEREBY FULLY RELEASES DESSA PARTIES FROM ANY AND ALL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES AND INCLUDING WITH RESPECT TO LOSS OF OR DAMAGE TO DATA, LOSS OF REVENUE OR PROFITS OR BUSINESS INTERRUPTION SUFFERED BY CLIENT OR ANY THIRD PARTY HOWSOEVER CAUSED (WHETHER RESULTING FROM IMPAIRED OR LOST DATA, DATA BREACHES, SOFTWARE OR COMPUTER FAILURE, SUPPORT FAILURE, OR ANY OTHER CAUSE) AND REGARDLESS OF THE FORM OR CAUSE OF ACTION OR BASIS OF LIABILITY (INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, BY STATUTE OR OTHERWISE), EVEN IF SUCH DAMAGES ARE FORESEEABLE OR DESSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CLIENT AGREES TO INDEMNIFY AND HOLD THE DESSA PARTIES HARMLESS FROM ANY AND ALL LOSS, LIABILITY OR DAMAGE, INCLUDING REASONABLE LAWYER’S FEES, DUE TO OR ARISING OUT OF CLIENT’S USE OF THE SOFTWARE, TEST DATA AND/OR THE USER DOCUMENTATION WHETHER DUE TO A VIOLATION OF THESE TRIAL TERMS OR ARISING FROM A BREACH OF THESE TRIAL TERMS OR OTHERWISE.
Client acknowledges that damages may not be an adequate remedy for a breach of these Trial Terms or a breach or misappropriation of Dessa’s (or its third party licensors’) intellectual property rights. Any such relief or remedy shall not be exclusive, but shall be in addition to all other available legal or equitable remedies.
These Trial Terms constitute the entire agreement between the parties pertaining to the matters herein and supersedes all prior agreements, proposals, discussions and understandings between the parties hereto, whether oral or written.
If any provision of these Trial Terms is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of the Trial Terms, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby.
No delay or omission by a party to exercise any right or power it has under these Trial Terms or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.
It is expressly understood and agreed that each party shall be acting as an independent contractor in performing its obligations hereunder and shall not be considered or deemed to be an agent, employee, joint venturer or partner of the other party.
These Trial Terms shall be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario and federal laws of Canada, as applicable, without reference to the principals of conflicts of law. For the purpose of all legal proceedings, these Trial Terms shall be deemed to have been performed in the Province of Ontario, Canada and the parties hereto expressly confirm that the law of the Province of Ontario is the proper law. The parties hereto irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters and disputes arising hereunder.
This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a “writing” or “in writing”, and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed agreement. A printed version of these Trial Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Trial Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
It is the express wish of the parties hereto that these Trial Terms be drawn up in English. La volonté expresse des parties aux présentes est que ce “Trial Terms” soit rédigé en anglais. The parties hereto hereby waive any right to use and rely upon any other language.