PYLON for LinkedIn Engagement Insights trial agreement

 
  1. This DataSift PYLON for LinkedIn Engagement Insights Trial Agreement (the “Trial Agreement”) is between MediaSift Limited (“DataSift”) and you (“You” or “Customer”) (DataSift and Customer are each a “Party” and collectively, the “Parties”). Any PYLON for LinkedIn Engagement Insights (the “Data”) you may obtain hereunder through our services (the “Services”) during the trial period (the “Trial”) shall be subject only to the terms of this Trial Agreement and the Data Source License Terms for PYLON for Linkedin Engagement Insights (the “LI DSLT“) located at the following link: LI DSLT. The terms of the LI DSLT will prevail in the event of any direct conflict with the Trial Agreement.
  2. Your use of any Data obtained under this Trial Agreement is limited exclusively to development, testing, validation, sales demonstrations and customer proof of concepts, and not for any commercial purposes (whether internal or otherwise). Under no circumstances may you distribute any Data obtained under this Trial Agreement to any third party for any purpose, except pursuant to: (i) a confidentiality agreement with such third party at least restrictive of the confidentiality terms of under this Trial Agreement; (ii) provided that such Data may only be displayed in a static .PDF document which is created as part of a sales demonstration or a customer proof of concept.
  3. Neither Party may originate any publicity, news release or other public announcement, written or oral, relating to this Trial Agreement (including, without limitation, the terms hereof), or the existence of an arrangement between the Parties. Each of DataSift and Customer (as applicable, the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” and including, without limitation, the terms of this Trial Agreement, the Data, non-public information related to Disclosing Party’s business, including management, operations, financial, personnel, product, customer, sales, marketing, technical and other information). The Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information (using at least the same degree of care that Receiving Party uses to protect its own Confidential Information and no less than reasonable care); and (b) not to use or divulge to any third person any such Confidential Information, except for employees, contractors and agents who need such access for purposes of performing this Agreement and who have signed written confidentiality agreements with restrictions at least as stringent as those herein. The Disclosing Party agrees that the foregoing shall not apply with respect to Confidential Information that the Receiving Party can document (i) is or becomes generally available to the public; or (ii) was in its possession or known by Receiving Party prior to receipt from the Disclosing Party; or (iii) was rightfully disclosed to it by a third party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party; or (v) is required by law. This section shall survive the Trial Agreement indefinitely.
  4. THE SERVICES AND THE DATA ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND. DATASIFT SHALL NOT BE LIABLE TO YOU FOR ITS FAILURE TO OBTAIN ANY OR ALL RIGHTS IN THE DATA AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH REGARD TO THE SERVICES AND THE DATA, INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. DATASIFT FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES AND THE DATA, OR THE RESULTS YOU MAY OBTAIN BY ACCESSING OR USING THE SERVICES AND THE DATA.
  5. DATASIFT’S LIABILITY HEREUNDER IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING SENTENCE, IN NO EVENT SHALL DATASIFT, ITS SUBSIDIARIES OR AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, PRINCIPALS, AGENTS OR EMPLOYEES (CUMULATIVELY THE “DS GROUP”) BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRIAL WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SUCH LIMITATIONS SHALL APPLY EVEN IF THE DS GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
  6. You agree to defend, indemnify and hold the DS Group harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following: (i) your access to or use of the Services; (ii) your access to or use of the Data; (iii) your breach or alleged breach of this Trial Agreement; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any applicable authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by the DS Group in the defense of any claim. The DS Group reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of the DS Group.
  7. You may not assign or transfer this Trial Agreement by any means, including without limitation, by operation of law or merger, unless accompanied by the prior written consent of DataSift. Any attempted assignment or transfer of this Trial Agreement by you in violation of this section will be void.
  8. You may terminate this Trial Agreement immediately and at any time by providing notice to DataSift (e-mail notice is sufficient), however DataSift may terminate the Trial Agreement at any time without providing any notice to you. Upon expiration of the Trial or termination of the Trial Agreement, as applicable, those provisions, which by their nature must survive the expiration or termination hereof, will do so to give full force and effect to those provisions. Any right of action arising from or related to this Trial Agreement, which has accrued during the term hereof, will also survive any termination. DataSift shall have the right to seek and obtain immediate injunctive relief to enforce this Trial Agreement in addition to any other rights and remedies it may have.
  9. You and DataSift have an independent contractor relationship. No agency, partnership, joint venture, or employment relationship is created as a result of this Trial Agreement, and neither Party has any authority of any kind to bind the other in any respect, nor the obligation to enter into a business relationship of any kind following the Trial.
  10. Any dispute arising out of this Trial Agreement will be heard only in the state or federal courts of San Francisco County, California and you hereby consent and submit to the exclusive jurisdiction of such Courts. The laws of the State of California, excluding and choice of law provisions therein, shall govern the construction and interpretation of this Trial Agreement.
  11. This Trial Agreement represents the Parties’ entire understanding relating to the Trial and supersedes any prior or contemporaneous, conflicting or additional, communications. No term or condition of this Trial Agreement may be amended or waived except in a writing signed by an authorized representative of Party.
Trial Term Trial Start Date Trial End Date (Expiration)
PYLON for LinkedIn Engagement Insights – Trial Version Upon access to the Services 2 weeks from Trial Start Date