Evaluation Licensing Agreement
DRMtoday is owned and operated by castLabs GmbH (castlabs.com).
This Evaluation Licensing Agreement (“Agreement“) is entered into between castLabs GmbH, Wilhelmine-Gemberg-Weg 5-7, 10179 Berlin, Germany, hereinafter referred to as “castLabs,” and the entity using castLabs Technologies hereinafter referred to as “Company”.
By selecting the “I have read and agreed to the Evaluation License Agreement” box, or by using castLabs Technologies, as defined below, you are agreeing on behalf of Company that you have read this Agreement, that you understand this Agreement, that Company will be bound by and is becoming a party to this Agreement, and that you have the authority to bind Company. If Company does not agree to the terms and conditions of this Agreement, then exit this page without using castLabs Technologies. Company is not authorized to use castLabs Technologies unless and until it has agreed to be bound by these terms. The Agreement is entered into on the day you click the “I have read and agreed to the Evaluation License Agreement” box.
“castLabs Technologies” means “DRMtoday”, any applicable DRM scheme, and / or any other information, software, technology, application program interfaces (APIs), software development kits (SDKs), data and know-how provided by or on behalf of castLabs to Company hereunder, any Documentation, code or tools relating thereto provided hereunder.
“Documentation” means any written or electronic materials and documentation including developer guides, getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications.
“Permitted Uses” means using the castLabs Technology and Documentation solely for internal evaluation and testing in conjunction with integration of some or all of the castLabs Technology into Company’s products and/or testing of castLabs Technology with Company’s technology.
- LICENSE GRANT. castLabs herewith grants Company (each a “Party” and collectively “Parties“) a limited, non-exclusive, conditional, revocable, non-assignable, non-transferable, royalty-free license to use castLabs Technologies solely for the Permitted Uses during the Term. (“License“).
- LICENSE RESTRICTIONS. The License does not entitle Company to (a) any use, including commercial use, demonstrations, display, copying, modification, sale, or distribution of castLabs Technology or portions thereof, or products incorporating castLabs Technology other than for the Permitted Uses; (b) use of any other intellectual property of castLabs, including additional or future versions of the castLabs Technology; (c) reverse engineer, decompile, disassemble, or make derivatives of castLabs Technology. Company acknowledges that a separate license agreement is required for additional uses of castLabs Technology other than the Permitted Uses, or for additional or future versions of the Materials.
- CONFIDENTIALITY. castLabs and Company acknowledge and agree that in the course of or incident to this evaluation, castLabs and Company may provide to each other trade secrets and other confidential business information. Such information, referred to hereinafter as the “Confidential Data“, shall include all information concerning the business or affairs of castLabs or Company that are not known by or generally available to the public at large, including, without limitation, existing systems and programs and those in development, customer lists, price lists, financial information, customer needs and requirements. castLabs Technology and Documentation may be Confidential Data under this Agreement. The Party disclosing the Confidential Data to the other Party under this Agreement shall be known as the Discloser; the Party receiving such Confidential Data shall be known as the Recipient.
- For the purposes of this Agreement, “affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party to this Agreement, but only for so long as such control exists, and where “control” shall mean ownership of more than 50% of the stock or other equity interests entitled to vote for the election of directors or an equivalent governing body.
- Recipient’s obligations of confidentiality and restrictions on use will not apply to information that: (a) is, or later becomes, publicly available through no act or default of Recipient; (b) is rightfully in Recipient’s possession prior to disclosure to Recipient by Discloser; (c) is received in good faith by Recipient from a third party, free of any obligation for confidentiality; (d) was communicated by such Discloser to an unaffiliated third party on an unrestricted basis; or (e) was independently developed by Recipient without any use of Discloser’s Confidential Data.
- Parties agree that during the Term of this Agreement, as defined in paragraph 18 hereunder, and two (2) years thereafter (a) each Party will hold the Confidential Data in the strictest confidence and will not copy or disclose any portion thereof to any third party without the written consent of the other Party; (b) neither Party will, at any time, make any use whatever of any portion of the Confidential Data other than for the Purpose; and (c) each Party will, upon termination of this Agreement or at any time upon the other Party’s request, immediately return to the Discloser or destroy, as the Discloser may direct, all tangible records within its possession, custody, or control containing or reflecting any portion of the Confidential Data.
- Recipient further agrees that (a) Recipient will take reasonable precautions to safeguard the confidentiality of the Confidential Data in her possession, such precautions to be at least equivalent to those that she takes with respect to her own confidential and proprietary information; and (b) Recipient will limit the dissemination of the Confidential Data to her and her affiliates’ officers, directors and employees who have a need to know such information for the performance of their duties hereunder.
- Notwithstanding the foregoing, the Recipient shall not be prevented from disclosing Confidential Data if (a) such disclosure is in response to a valid order of a court or any other governmental body having jurisdiction over this Agreement or (b) such disclosure is otherwise required by law, provided that in either event, the Recipient, to the extent possible, has first given prompt prior written notice to the Discloser and made reasonable efforts to prohibit or limit such disclosure and to protect the confidentiality of any Confidential Data.
- DISCLAIMER OF WARRANTY. CASTLABS TECHNOLOGY INCLUDING THE DOCUMENTATION ARE LICENSED OR PROVIDED TO COMPANY “AS IS” AND “WITH ALL FAULTS,” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CASTLABS HEREBY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OTHERWISE ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. CASTLABS MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS ANY, WARRANTY (A) THAT THE CASTLABS TECHNOLOGY WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE CASTLABS TECHNOLOGY INCLUDING THE DOCUMENTATION WILL MEET COMPANY’S REQUIREMENTS.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, RELIANCE OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, GOODWILL, USE, OR DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- OWNERSHIP. castLabs retains sole and exclusive ownership of all right, title, and interest in and to castLabs Technology and Documentation and any intellectual property rights therein. All samples, models, computer programs, drawings, documents and other instruments furnished and containing Confidential Data hereunder, shall remain the castLabs’ property.
- INJUNCTIVE RELIEF. Company acknowledges that monetary damages may not be sufficient remedy for unauthorized disclosure of castLabs Technology and Documentation and that castLabs shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court order.
- ASSIGNMENT. Except as in connection with a merger, acquisition, sale of securities or sale of substantially all the assets of such Party, this Agreement shall not be assigned by either Party without the prior written consent of the other. No permitted assignment shall relieve the assignor of her obligations under this Agreement.
- ENTIRE AGREEMENT. This Agreement contains the entire understanding and agreement of the Parties with respect to the subject matter contained thereof. No change to or modification or waiver of this Agreement shall be effective unless in writing and signed by both parties.
- TERM AND EFFECT OF TERMINATION. The Term of this Agreement shall be thirty (30) days from the date of activating of castLabs Technology. Upon termination of the Agreement, Company shall cease use of castLabs Technology and the Documentation, promptly return to castLabs and destroy and/or delete all copies of castLabs Technology and Documentation, made by Company.
- APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with German law and shall be subject to the exclusive jurisdiction of the courts in Berlin, Germany.
- SEVERABILITY. Should one or more of the provisions of this Agreement be held unenforceable or invalid for any reason, the remaining provisions shall remain unaffected.
- COUNTERPARTS. This Agreement may be executed in one or more original, facsimile, or PDF counterparts, each of which shall be considered an original and which, when taken together, shall constitute one Agreement.
- SURVIVAL. The following provisions and any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, including Article 4-9 (Confidential Information), Article 10 (Disclaimer of Warranty), Article 11 (Limitation of Liability), Article 12 (Ownership), Article 16 (Effect of Termination), Article 17 (Applicable Law), Article 18 (Severability), and Article 20 (Survival) shall survive the expiration or termination of this Agreement.
This Evaluation Licensing Agreement version is effective as of: 23 July, 2018