Gram Labs, Inc. d/b/a StormForge (“StormForge”) agrees to make available a free trial version of the StormForge hosted software services (the “Services”) to the entity receiving Services hereunder (“You” or “Licensee”) only in accordance with the terms of these Free Trial Terms of Use (the “Agreement.”)

The Services are provided as a temporary, zero-charge trial for evaluation use only. The Services may not be disclosed, distributed, accessed, used, copied, or otherwise exploited for any internal or external purposes other than Your internal evaluation of the Services as more fully set forth herein.

By clicking to accept this Agreement, or by otherwise receiving, accessing or using the Services, you represent that you have the authority and capacity to enter into this Agreement on behalf of Licensee, and that Licensee is bound by this Agreement. If Licensee does not agree to the terms of this Agreement, Licensee must not access or otherwise use or attempt to use the Services.

1.    License to Access and Use.

(a) StormForge grants Licensee a limited, personal, temporary, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services during the Term, solely for internal testing purposes and solely to determine whether Licensee wishes to enter into a separate commercial agreement with StormForge. The Services are provided to Licensee “AS IS.” LICENSEE MAY NOT MAKE ANY OTHER USE OF THE SERVICES.

(b) Except as expressly permitted herein, Licensee shall not (and shall not permit any third party to): (i) copy all or any portion of the Services; (ii) modify or translate the Services; (iii) reverse engineer, decompile or disassemble the Services, in whole or in part; (iv) create derivative works based on the Services; (v) publicly display the Services; (vi) rent, lease, sublicense, sell, distribute, assign, transfer, or otherwise permit access to the Services to any third party; or (vii) exercise any other right to the Services not expressly granted in this Agreement.

(c) Licensee’s access and use of the Services hereunder shall be subject to all usage limitations (such as limitations on vCPUs, clusters, users, and others) as set forth on StormForge’s website or other location from which Licensee obtains access to the free trial Services. Licensee expressly acknowledges that StormForge may adjust such usage limitations in its sole discretion from time to time upon posting such changes on StormForge’s website.

2.    Ownership of the Services. This Agreement does not convey to Licensee an interest in or to the Services, but only a limited right of use for evaluation purposes that is revocable in accordance with the terms of this Agreement. The Services, and the software underlying them, are not sold to Licensee, and all rights not expressly granted herein are reserved to StormForge. As between the parties, StormForge and its licensors own all right, title and interest in and to the Services and any part thereof, including, without limitation, all copyrights, patents, trademarks, trade secrets or other proprietary rights embodied therein.

3.    Confidentiality. Licensee acknowledges that the Services and certain other materials are confidential as provided herein. “Confidential Information” means any and all information, whether provided in writing, orally, visually, electronically or by other means, related to StormForge’s or its licensors’ products, services or business that, whether or not it constitutes a Trade Secret, is treated as confidential or secret by StormForge, including, but not limited to, (i) Trade Secrets (as defined herein); (ii) any and all other information which is disclosed by StormForge to Licensee orally, electronically, visually, or in a document or other tangible form which is either identified as or should be reasonably understood to be confidential and/or proprietary; and, (iii) any notes, extracts, analysis, or materials prepared by Licensee which are copies of or derivative works of StormForge’s or its licensors’ proprietary or confidential information from which the substance of Confidential Information can be inferred or otherwise understood. Confidential Information shall not include information which Licensee can clearly establish by written evidence: (a) already is lawfully known to or independently developed by Licensee without access to the Confidential Information or Trade Secrets, (b) is disclosed by StormForge in non-confidential published materials, (c) is generally known to the public, or (d) is rightfully obtained from any third party without any obligation of confidentiality.

As used herein, “Trade Secrets” means all non-public information whether tangible or intangible related to StormForge’s and its licensors’ services or business that (i) derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, including, without limitation, (a) marking any information reduced to tangible form clearly and conspicuously with a legend identifying its confidential or trade secret nature; (b) identifying any oral communication as confidential or secret immediately before, during, or after such oral communication; or (c) otherwise treating such information as confidential or secret. 

Licensee agrees not to disclose Confidential Information or Trade Secrets to any third party and will protect and treat all Confidential Information and Trade Secrets with the highest degree of care. Except as otherwise expressly provided in this Agreement, Licensee will not use or make any copies of Confidential Information or Trade Secrets, in whole or in part, without the prior written authorization of StormForge. Licensee may disclose Confidential Information or Trade Secrets if required by statute, regulation, or order of a court of competent jurisdiction, provided that Licensee provides StormForge with prior notice, discloses only the minimum Confidential Information or Trade Secrets required to be disclosed, and cooperates with StormForge in taking appropriate protective measures. The obligations of this Section 3 shall continue for five years following termination or expiration of this Agreement with respect to Confidential Information; provided, that such obligations shall continue for Trade Secrets beyond such period for so long as they remain Trade Secrets.

4.    Feedback. As used herein, “Feedback” means any comments, questions, suggestions, or related feedback provided by Licensee to StormForge relating to the Services, including, without limitation, suggesting or recommending changes to any part of the Services, or new features or functionality relating thereto. All Feedback is, and will be treated as, StormForge’s Confidential Information. Licensee hereby assigns to StormForge all right, title, and interest in, and StormForge is free to use without any attribution or compensation to Licensee, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, providing and selling, directly or indirectly, products and services using such Feedback. To the extent the foregoing assignment of rights, title and interest in and to Feedback is prohibited by or not fully effective under applicable law, Licensee hereby grants StormForge a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to (i) fully use, practice and exploit those non-assignable rights, title and interest, including, but not limited to, the right to use, reproduce, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute Feedback, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, for any purpose, and to develop, manufacture, have manufactured, license, market, provide and sell, directly or indirectly, products and services using Feedback; and (ii) authorize any such use by others of Feedback, or any portion thereof, in the same manner. 

5.    NO WARRANTIES AND LIABILITY. THE SERVICES ARE PROVIDED TO LICENSEE “AS IS”. STORMFORGE DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. Licensee acknowledges that StormForge does not guarantee compatibility between the Services and any future versions thereof, and that StormForge makes no commitments as to future development, availability, release or licensing of any current or future versions of the Services. Licensee will have sole responsibility for the adequate protection and backup of Licensee’s data and/or equipment used with the Services. The entire risk as to the quality and performance of the Services and any obligation with respect to service and support is borne by Licensee. Licensee understands that Services provided by StormForge for evaluation purposes may not be secure or stable. Licensee agrees not to upload personally identifiable information, personal data, or any other sensitive data to the Services under this Agreement, and waives and indemnifies StormForge for any damages arising from any claim against StormForge which may arise as a result of Licensee’s breach of the foregoing.

LICENSEE ACKNOWLEDGES AND AGREES THAT (1) THE LICENSEE CONFIGURATION RECOMMENDATIONS GENERATED BY THE SERVICES ARE ONLY RECOMMENDATIONS; (2) LICENSEE AT ALL TIMES REMAINS SOLELY RESPONSIBLE FOR THE DECISIONS AS TO LICENSEE CONFIGURATIONS AND THE PARTICULAR REQUIREMENTS OF LICENSEE’S OWN ENVIRONMENT; (3) STORMFORGE MAKES NO WARRANTIES AS TO THE APPROPRIATENESS OF THE RECOMMENDATIONS FOR THE PARTICULAR REQUIREMENTS OF LICENSEE’S KUBERNETES DEPLOYMENT; AND (4) LICENSEE IS RESPONSIBLE FOR MAKING APPROPRIATE USE OF THE CONFIGURATION SETTINGS MADE AVAILABLE BY STORMFORGE TO SET LIMITS ON THE LICENSEE CONFIGURATION RECOMMENDATIONS AS APPROPRIATE FOR LICENSEE’S OWN NEEDS.

THE SERVICES ARE PROVIDED GRATUITOUSLY AND ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, STORMFORGE SHALL NOT BE LIABLE UNDER ANY LEGAL THEORY FOR ANY DAMAGES SUFFERED IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS OR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER RESULTING FROM IMPAIRED OR LOST DATA, SERVICES OR COMPUTER FAILURE OR ANY OTHER CAUSE, BY LICENSEE OR ANY OTHER THIRD PARTY, EVEN IF IT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE HEREBY EXPRESSLY RELEASES STORMFORGE FROM ANY AND ALL LIABILITY OR RESPONSIBILITY TO ANY DAMAGE CAUSED, DIRECTLY OR INDIRECTLY, TO LICENSEE OR ANY THIRD PARTY AS A RESULT OF THE USE OF THE SERVICES. Licensee agrees to defend, indemnify and hold StormForge harmless for any claims, expenses, costs, fees or damages of any sort resulting from Licensee’s breach of this Agreement or use of the Services hereunder. This Agreement does not grant Licensee any right to any maintenance, services, including without limitation, any support, enhancement, modification, bug fix or update to the Services, and StormForge is under no obligation to provide or inform Licensee of any such maintenance or services. Title and related rights in the materials, data, content, and programs (“Content”) accessible through the Services are the property of the applicable Content owners and are protected by applicable law. This Agreement gives Licensee no rights to such Content. This Section 5 constitutes an essential part of this Agreement.

6.    Term and Termination. This Agreement shall commence on the date on which Licensee accesses or uses the Services or otherwise accepts this Agreement, and shall continue until as set forth on StormForge’s website or other location from which Licensee obtains access to the free trial Services unless earlier terminated in accordance with this Agreement (the “Term”). The Term may be extended by StormForge in StormForge’s sole discretion upon written notice to Licensee. This Agreement will immediately terminate (i) without notice if Licensee fails to comply with any obligation of this Agreement; or (ii) upon written notice in either party’s sole discretion. Upon termination of this Agreement for any reason, the licenses granted to Licensee with respect to the Services shall immediately terminate and Licensee hereby undertakes to: (a) immediately cease to use any part of the Services; and (b) promptly return any and all related material to StormForge and fully return or destroy any copy of Confidential Information received hereunder. Sections 1(b) and 2-8 shall survive any expiration or termination of this Agreement.

7.    Assignment; Governing Law. The Agreement is personal to Licensee, and Licensee agrees not to transfer, sublicense, lease, rent, or assign its rights under this Agreement. Any such attempt shall be null and void. StormForge may assign, transfer, or sublicense this Agreement or any rights or obligations thereunder at any time in its sole discretion. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the United States of America without regard to the conflicts of laws provisions thereof. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods from this Agreement. All actions arising out of or in connection with this Agreement shall be brought in the state or federal courts residing in Wilmington, Delaware, and both parties hereby irrevocably consent to the exclusive jurisdiction of such courts and waive any objections as to venue or inconvenience of forum.

8.    General. No changes or modifications to this Agreement or waivers of any provision of this Agreement shall be effective unless evidenced in a writing referencing this Agreement and signed for and on behalf of both parties. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersede all negotiations, conversations, or discussions between or among the parties relating to the subject matter of this Agreement. Neither Party relied on any promises or representations, written or oral, of the other party in forming this Agreement that are not expressly contained herein. In the event that any provision of this Agreement shall be determined to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Licensee may not distribute, download or otherwise export or re-export the Services or any underlying technology except in full compliance with this Agreement, United States laws and regulations and any other applicable laws and regulations. Licensee represents and warrants that it is not located in, under control, or a national or resident of any country where making available the Services would not comply with any such laws or regulations. It is agreed that because of the proprietary nature of the Services, StormForge’s remedies at law for a breach by the Licensee of its obligations under this Agreement may be inadequate and that StormForge will, in the event of such breach, be entitled to, in addition to any other remedy available to it, equitable relief, including injunctive relief, without the posting of any bond and in addition to all other remedies provided under this Agreement or available at law.