Verisian Free Trial Terms of Use

Your Free Trial Account entitles you to one (1) free trial ("Free Trial") of the Verisian Platform including all information, materials and data contained in or on the Verisian Platform (collectively, the "Verisian Service"). Subject to the terms and conditions of these Trial Terms and any other applicable terms, we grant to you a limited, worldwide, non-exclusive, non-transferable (except as expressly permitted in this Agreement) right during the term of the Free Trial, to access and use the Verisian Service only for internal and evaluation purposes to help you to determine whether or not to purchase paid services.

If you are using your Free Trial Account to access products, services, content, and/or materials that are being made available to you specifically pursuant to an agreement ("Verisian Agreement") between Verisian or one of its affiliates and you or an entity on whose behalf you are acting, then such Verisian Agreement will govern your use of the applicable product, service, content, and/or materials, and any Verisian Agreement whose terms address the subject matter covered by these terms shall supersede these Trial Terms and shall govern the parties' obligations.

(a) Term and Termination. The term of this Agreement commences when you create an account and will remain in effect until terminated in accordance with this Agreement. You may terminate this Agreement by terminating all Trial Account under your account, and we may terminate this Agreement for any reason by providing you 30 days’ advance notice. We may also terminate your account and this Agreement, or suspend your access to the Free Trial Account, immediately if: (i) we change the way we provide or discontinue any Free Trial Account or (ii) we reasonably determine that your use of the Free Trial Account may be unlawful.

(b) Effect of Termination. Upon termination of this Agreement all your rights under this Agreement immediately terminate. We have no obligation to continue to store the data contained in your Free Trial Account that you have terminated or after termination of this Agreement.

(c ) Security. Each party has obligations with respect to the security of the Verisian Service. We will implement and maintain appropriate technical and organizational security measures. You are responsible for properly configuring and using the Free Trial and taking your own steps to maintain appropriate security, protection and backup of your data. You will not disclose your User credentials to any unauthorized persons. You are responsible for all activities in your account, regardless of whether undertaken by you, your employees or a third party (including contractors or agents). We and our affiliates are not responsible for unauthorized access to your account unless caused by our breach of this Agreement. You will contact us immediately if you believe unauthorized activity has occurred in your account or if your account information is lost or stolen.

(a) You will ensure that your data, and your use of it, complies with this Agreement and any applicable law.

(b) Data Processing. The parties will comply with the Verisian Data Processing Agreement (“DPA”) available at https://www.verisian.com/legal/data-processing-agreement, which is incorporated into this Agreement.

(a) Confidential Information. “Confidential Information” means information or data that is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential given the nature and the circumstances surrounding disclosure. Confidential Information includes, but is not limited to: proprietary technical information, know-how, algorithms, source codes, training models, software (including, but not limited to, Verisian and updates) and documentations (including, but not limited to, documentations of Verisian and updates), and trade secrets, methods and models. With respect to you, Confidential Information also includes all Customer Data.
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(b) Non-Disclosure and Non-Use. The receiving party shall use the disclosing party’s Confidential Information only in connection with this Agreement and shall protect the disclosing party’s Confidential Information by using the same degree of care used to protect its own confidential information, but not less than a reasonable degree of care. The receiving party will limit disclosure of the disclosing party’s Confidential Information to its directors, officers, employees and contractors bound to confidentiality obligations at least as protective as the confidentiality provisions in this Agreement and who have a need to know the Confidential Information. The receiving party will not disclose the disclosing party’s Confidential Information to any other third party without the disclosing party’s consent. The receiving party may disclose Confidential Information where required by law pursuant to a compulsory governmental process, provided that the receiving party, if legally permitted, promptly notifies the disclosing party, so that the disclosing party may seek a protective order or other appropriate remedy. Each party will return or destroy the other party’s Confidential Information upon written request from the other party.

(a) Your Data. You represent and warrant to us that: (a) you have all rights in your data necessary to grant the rights contemplated by this Agreement; and (b) none of your data violates this Agreement, any applicable law or any third party’s intellectual property or other right.
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(b) No Other Rights. This Agreement does not transfer any right, title or interest in any intellectual property to any party, except as expressly set forth in this Agreement. You are not obligated to provide us with any suggestions or other feedback about the Verisian Service or otherwise, but if you do, we may use and modify this feedback without any restriction or payment.

Your Free Trial Account is provided on an "AS IS" and "AS AVAILABLE" basis and with no representation or warranty of any kind. Except to the extent prohibited by law, we disclaim any implied or statutory warranty, including any implied warranty of merchantability or fitness for a particular purpose, and any warranty arising out of any course of dealing or usage of trade.

We will not be liable to you for any indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, goodwill, use or data). We will not be responsible for any compensation, reimbursement or direct damages arising in connection with: (a) your inability to use the Free Trial Account; (b) the cost of procurement of substitute goods or services; (c ) any investments, expenditures or commitments by you in connection with this Agreement or your use of or access to the Verisian Service; or (d) any unauthorized access to, alteration of, or deletion, destruction, damage, loss or failure to store any of your content or other data.

(a) Indemnification by Verisian. If a third party asserts a claim against you that Verisian infringes a third party’s intellectual property right (a “Verisian Claim”), Verisian will defend you against the Verisian Claim at Verisian’s expense and indemnify you from any damages, reasonable legal fees and costs finally awarded against you to the extent resulting from the Verisian Claim or for amounts paid by you to settle the Verisian Claim provided that: (a) Verisian shall be promptly notified in writing by you of any notice of any such claim; (b) Verisian shall have the sole control of the defence of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same; and (c ) you shall cooperate fully at Verisian's expense with Verisian in the defence, settlement or compromise of such claim. Verisian will not be obligated to defend or indemnify you if the Verisian Claim is based on: (i) combination of Verisian with other software, content, data or business process not contemplated by Documentation; (ii) use of any older version of Verisian when use of a newer version would have avoided the alleged or actual infringement; (iii) any modification of Verisian made by anyone other than Verisian; or (iv) Verisian’s compliance with any materials, designs, specifications or instructions provided by you.
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(b) Indemnification by you. You shall indemnify, defend, and hold harmless Verisian (and its officers, directors, employees, and agents) from and against any and all claims, suits, liability, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising from: (a) your use of Verisian in a manner not permitted by this Agreement; (b) a claim that your data infringes a third party’s intellectual property rights or violates any applicable data privacy law; or (c ) wilful or negligent acts or omissions by you, in each case provided that: (i) you shall be promptly notified in writing by Verisian of any notice of any such claim; (ii) you shall have the sole control of the defence of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same; and (iii) Verisian shall cooperate fully at your expense with you in the defence, settlement or compromise of such claim.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England excluding any applicable conflict of laws rules or principles. The English courts will have exclusive jurisdiction over any claim arising from, or related to, this Agreement although Verisian retains the right to bring proceedings (including injunctive or other relief) against you for breach of this Agreement in your country of residence or any other relevant jurisdiction. You hereby irrevocably and unconditionally waive any objection which you may now or hereafter to such courts and agree not to plead or claim in any such court that any such action or legal proceeding brought in any such court has been brought in an inconvenient forum. You agree that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon such judgment. The United Nations Convention for the International Sale of Goods does not apply to these Terms of Use.

These Trial Terms may be modified by Verisian from time to time, and any such modifications will be effective upon the date of update stated in the modified Trial Terms. If you do not agree to the modifications, you must stop using or accessing the Verisian Service and / or the Free Trial Account, otherwise your continued use and access will be deemed acceptance of the modified terms. In the event that any provision or part of these Free Trial Terms is found by a court of competent jurisdiction to be partially or totally invalid, illegal or unenforceable to any extent, the remainder of these Free Trial Terms will not be impaired or impacted and shall continue in full force and effect and will be interpreted to reflect the original intent of the parties. The invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Last Revised: April 2024