TRIAL AGREEMENT
Effective 02/01/2024
Upon utilizing this website and its contents, you, herein referred to as "Company," expressly acknowledge and consent to the terms and conditions outlined in this Trial Agreement (referred to as "Agreement"). Following the provision of access, this Agreement exclusively regulates the utilization of the License, as defined below:
1. Test License Provision: RealAssetData hereby extends a restricted, non-exclusive, non-assignable, and non-transferable right and license ("License") to the Company, permitting the use of data and the application program interface (“API”) (collectively referred to as “Information”) exclusively for testing purposes (referred to as the “Purpose”). The Company is entrusted with the responsibility of procuring, installing, and maintaining the essential equipment required for testing the Information. The scope of the License rights granted herein is intentionally delineated, with all rights not explicitly conferred preserved for RealAssetData.
2. DISCLAIMERS; LIMITATIONS ON LIABILITY: The Information is presented and licensed on an "as is," “as available” basis, and RealAssetData along with its subsidiaries, affiliates, and third-party suppliers explicitly disclaim all warranties, whether express or implied, pertaining to the Information. These disclaimed warranties include, but are not limited to, accuracy, quality, correctness, completeness, comprehensiveness, suitability, merchantability, fitness for a particular purpose, title, non-infringement, misappropriation, or any other nature of warranties, irrespective of any course of dealing, custom, or usage of trade. Each of these warranties is hereby waived by mutual agreement of the parties. Neither RealAssetData nor any of its subsidiaries, affiliates, or third-party suppliers represents or warrants the completeness or error-free nature of the Information. RealAssetData, its subsidiaries, affiliates, and third-party suppliers expressly disavow and disclaim any liability to any individual or entity for loss or damage resulting from errors or omissions in the Information, regardless of whether such errors or omissions stem from negligence, accident, or any other cause.
In no event shall RealAssetData or its subsidiaries, affiliates, or third-party suppliers be held liable to the Company for any direct, incidental, indirect, special, consequential, or other damages of any type or kind, including but not limited to loss of profits, loss of use, or loss of data, arising out of or in any way connected with the Information, even if RealAssetData or its subsidiaries, affiliates, or third-party suppliers have previously been apprised of the possibility of such damages.
3. Term of Test License. If granted, the term of the License shall be for a period of seven (7)to thirty (30) days from the date the License is downloaded by Company ("Test Period"). RealAssetData retains the discretion to conclude this Agreement before the conclusion of the Test Period. Upon the expiration or termination of the License, the Company shall promptly eliminate or eradicate all existing and duplicated instances of the Information and, upon request, furnish a certification to RealAssetData confirming such actions.
4. Limitations: The Company is expressly prohibited from engaging in any commercial or production utilization of the Information. Copying or reproduction of any Information components is strictly prohibited, except to the extent essential for the Company to effectively exercise the License rights granted in Paragraph 1, exclusively for the Purpose. The Company shall not authorize any other individual or entity (referred to as "Person" in this Agreement) to access or duplicate any segment of the Information for any purpose. "Person" includes, but is not limited to, individuals, partnerships, corporations, associations, governmental entities, and other legal entities. The removal of copyright or proprietary notices from the Information is strictly prohibited. Additionally, the use of the API is restricted to: i) the introduction of any destructive elements, such as viruses or malware, into RealAssetData's or its Affiliates' products or services; or ii) engaging in the sale, resale, licensing, sublicensing, distribution, rental, or leasing of any portion of the API.
5. Security Measures: The Company is obligated to establish and uphold security measures concerning the Information under its control. These measures should efficiently limit access to the Information solely to users within the Company's organization who require such access for the Purpose. Furthermore, the Company is responsible for safeguarding the Information against unauthorized use, alteration, access, publication, and distribution. Under no circumstances should these security measures be less stringent than those implemented by the Company to protect its most confidential information. Should an actual or suspected breach of these security measures occur, the Company is required to promptly notify RealAssetData within 24 hours.
6. Audit. RealAssetData retains the prerogative, with reasonable notice to the Company, to conduct an audit of the Company's adherence to the terms outlined in this Agreement. The Company commits to wholeheartedly cooperating with RealAssetData during such evaluations.
7. Copyrights and Other Proprietary Rights. The Information is the exclusive property of RealAssetData, its subsidiaries, affiliates, or third-party suppliers, encompassing copyrighted works, trade secrets, or other meticulously crafted materials. The Company shall refrain from challenging the validity or ownership of RealAssetData (or its subsidiaries', affiliates', or third-party suppliers') in relation to the Information, and shall not diminish its value in any manner.
8. Assignment: It is expressly understood that RealAssetData retains sole responsibility for the Information, and the Company's exclusive recourse concerning the Information lies against RealAssetData, governed by the terms, provisions, and limitations delineated herein.
The Company is prohibited from assigning any of its rights or obligations as outlined in this Agreement. Any attempts at such assignments are deemed void. RealAssetData, however, reserves the right to assign this Agreement or delegate its rights, duties, or obligations to any affiliate of RealAssetData without providing prior notice to the Company. Furthermore, in the event of a merger, reorganization, sale of substantially all assets, change of control, or operation of law, RealAssetData retains the right to assign this Agreement to any third party. This Agreement remains binding on, and beneficial to, the involved parties, as well as their successors and permitted assigns.
9. Governing Law: This Agreement, along with the rights and obligations of the parties herein, shall be subject to and interpreted in accordance with the laws of the State of Washington, without consideration of conflict of laws principles. Both parties mutually consent to the exclusive jurisdiction of federal and state courts located in Washington for the resolution of any disputes arising from or related to this Agreement.
10. Miscellaneous. The headings used in this Agreement are provided for convenience purposes only and do not affect the interpretation of this Agreement. In the event that any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not impact the validity or functionality of any other provision, and the invalid provision will be considered severed from this Agreement to the extent required by law. The relationship between Company and RealAssetData is strictly contractual and not akin to an employer/employee, partnership, joint venture, or general agency. Neither party is authorized to speak or act on behalf of the other, nor can either legally bind the other. This Agreement constitutes the sole and comprehensive understanding between Company and RealAssetData concerning the subject matter herein, superseding all prior and contemporaneous agreements, whether written or oral. Any alterations, amendments, or modifications to this Agreement must be made in writing and signed by both RealAssetData and Company. No waiver of any condition, term, or provision of this Agreement shall be construed as a waiver of any preceding or succeeding breach of such condition, term, or provision, or any other condition, term, or provision herein.