SOFTWARE EVALUATION TERMS AND CONDITIONS
Updated May 6, 2025These Software Evaluation Terms and Conditions (the “Agreement”) are effective as of the date you (“Evaluator”) accept this Agreement (by electronic means or otherwise) (the “Effective Date”) and are by and between Evaluator and Aletyx, Inc. (“Aletyx”).1. License Grant. Subject to the terms and conditions of this Agreement, Aletyx hereby grants Evaluator a non-exclusive, non-sublicensable, and non-transferable license during for the sixty (60) day period following the Effective Date (“Evaluation Period”) to use Aletyx’s Enterprise Build of Drools and Kogito offering, including any applicable documentation (the “Software”) solely for Evaluator’s internal evaluation purposes. Evaluator will not use the Software for any purpose other than evaluating and testing such Software internally in connection with assessing whether Evaluator (or the organization he or she represents) desires to enter into a commercial license agreement with Aletyx for the Software. For clarity, Evaluator may not use the Software for any production, commercial, or revenue-generating purposes.2. Use Restrictions. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Evaluator will not at any time, directly or indirectly: (a) modify or create derivative works of the Software, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (d) remove any proprietary notices from the Software; (e) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (f) publish, disclose, or otherwise make available any benchmarking, performance, or comparison tests or analyses involving the Software to any third party.3. Reservation of Rights. Aletyx reserves all rights not expressly granted to Evaluator in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Evaluator or any third party any intellectual property rights or other right, title, or interest in or to the Software.4. Evaluator Responsibilities. Evaluator is responsible and liable for all uses of the Software resulting from access provided by Evaluator, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.5. Support. Aletyx has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Software to Evaluator.6. Evaluation Fee. The parties agree that no license fees or other fees will be payable under this Agreement in exchange for the licenses granted under this Agreement. Evaluator acknowledges and agrees that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.7. Confidential Information. From time to time during the Evaluation Period, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.8. Intellectual Property Ownership; Feedback. Evaluator acknowledges that, as between Evaluator and Aletyx, Aletyx owns all right, title, and interest, including all intellectual property rights, in and to the Software. If Evaluator or any of its employees or contractors submits, orally or in writing, suggestions or recommended changes to the Software, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Aletyx is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.9. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED “AS IS” AND ALETYX HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ALETYX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALETYX MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET EVALUATOR’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.10. Limitations of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ALETYX WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ALETYX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED US\$5,000.11. Term and Termination. This Agreement is effective as of the Effective Date and, unless terminated earlier pursuant to this Section 13, will continue in effect until the expiration of the Evaluation Period. Aletyx may terminate this Agreement on written notice to Evaluator if Evaluator materially breaches or fails to comply with any terms or conditions of this Agreement and does not cure such breach or failure within five (5) days after receiving written notice thereof. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate and Evaluator shall cease using and delete, destroy, or return all copies of the Software and certify in writing to Aletyx that the Software has been deleted or destroyed. This Section 11 and 3, 4, 7, 8, 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.12. Miscellaneous.13. Entire Agreement; Amendment. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.14. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement may be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the New York County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.15. Assignment. Evaluator may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Aletyx.
