Testing and evaluation agreement

This evaluation agreement (the “Agreement”) is made by and between TRUSTED OBJECTS SAS, a company organized and existing in France, with a registered address at 8 Rue des Freres Caudron, 78140 Vélizy-Villacoublay (hereafter, “TO”) and the user that downloads and installs the Software for testing and evaluation purposes (hereafter, the “Evaluator”).

IMPORTANT: TO draws attention of the Evaluator to the fact that this evaluation version of the Software does not embed all functionalities and most specifically security protections. To access the full range of the Software features, the Evaluator is invited to contact TO to subscribe a Software license.

By clicking the "ACCEPT TERMS AND CONDITIONS" box during the download, installation or activation of the Software, you represent that you have read, understood and agree to be bound by the terms and conditions of this non-Commercial Testing and Evaluation Agreement.

1. DEFINITIONS
"Evaluator" (or "you") means the individual who or entity that accepted and agreed to be bound by the terms and conditions of this agreement.
"Software" means the software products, including associated documentation, made available to you for download from this website. TO draws attention of the Evaluator to the fact that this evaluation version of the Software does not embed all functionalities and it is provided for test and integration purposes only.
The evaluation version of the Software has exactly the same functional behaviour than the production version, but does not comprise the security protections unlike in the production version.
Performances and memory footprints are the same in both versions.
For the avoidance of doubt, any security tests and security certification are not in the scope of the evaluation version and should be performed only on the production version. “Software documentation” means the technical documentation that is made available on TO portal or communicated to the Evaluator by TO.

2. EVALUATOR’s RIGHT
TO grants to the Evaluator a worldwide, limited, single-use, non-exclusive, personal, non-sublicensable, non-transferable free of charge right to access and use the Software for the sole and limited purpose of internal evaluation and internal testing of the Software, subject to the terms and conditions set out in this Agreement.
For the avoidance of doubt, the Software cannot be used for production purpose.

3. EVALUATOR’s OBLIGATIONS
3.1 The Evaluator may permit its employees to use the Software for the purposes described herein, provided that the Evaluator takes all necessary steps and imposes the necessary conditions to ensure that all employees using the Software do not commercialize or disclose the contents of it to any third person, or use it other than in accordance with the terms of this Agreement.
3.2 The Evaluator will not use the Software in violation of the terms and conditions of this Agreement, distribute, sell, license or sub-license, let, trade or expose for sale, or make available the Software to a third party.
3.3 No copies of all or any portion of the Software are to be made other than as expressly approved by Evaluator.
3.4 No changes to, modification to, translation or creation of any derivative works based upon the Software or its content may be made by Evaluator.
3.5 Evaluator shall ensure that the Software retains all TO copyright notices and other proprietary legends and all trademarks or service marks of TO.
3.6 Evaluator acknowledges that the scope of the right granted hereunder does not permit Evaluator to (a) decompile, disassemble, reverse engineer or attempt to reconstruct, identify, discover or derive any source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatever, or disclose any of the foregoing, except as specifically authorized in this Agreement; (b) use or allow others to use the Software for the benefit of third parties except as provided in this Agreement; (c) transfer the Software except as expressly permitted in writing by TO.
3.8. Evaluator will not publicly release the results of, benchmark tests, evaluation results or other comparisons of any of the Software with other software, services, or materials.

4. INTELLECTUAL PROPERTY RIGHTS
4.1 All Intellectual Property Rights over and in respect of the Software are owned by TO. The Evaluator does not acquire any rights of ownership in the Software.

5. CONFIDENTIALITY
5.1 Evaluator may not use, disclose or make available to any third party the TO’s Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement.
5.2 Evaluator must hold TO’s Confidential Information secure and in confidence, except to the extent that such Confidential Information:
a. is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or
b. was approved for release in writing by TO, but only to the extent of and subject to such conditions as may be imposed in such written authorization.
5.3 This clause 5 will survive termination of this Agreement for a duration of three (3) years.

6. WARRANTY & DISCLAIMERS
6.1 Except to the extent expressly provided for in this Agreement, the Software is provided by TO on an “as is” basis and Evaluator’s use of the Software is at its own risk.
6.2 Except for the extent expressly provided for in this Agreement, TO does not warrant that the Software will function in all type of environments nor that the Software will be uninterrupted or error-free.
6.3 The Evaluator acknowledges that:
a. The Software has not been prepared to meet any specific requirements of any Party, including any requirements of Evaluator; and
b. it is therefore the responsibility of the Evaluator to ensure that the Software meets its own individual requirements.
6.4 To the extent permitted by law, no express or implied warranty, term, condition or undertaking is given or assumed by TO, including any implied warranty of merchantability or fitness for a particular purpose.

7. LIMITATION OF LIABILITY
7.1 Except as prohibited under applicable law, the Evaluator acknowledges and agrees that neither TO nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from TO’s provision of the Software under this Agreement, or any use of the Software by the Evaluator or its employees; and TO hereby releases Evaluator to the fullest extent from any such liability, loss, damage or claim.

7.2 Notwithstanding anything contained in this Agreement, in no event shall TO be liable for any claims, damages or loss which may arise from the modification, combination, operation or use of the Software with Licensee computer programs.
7.3 TO WILL NOT BE LIABLE FOR INDIRECT DAMAGES SUCH AS LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, INTERRUPTION OF BUSINESS, PROVIDING REPLACEMENT PRODUCTS, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
7.4 This clause 7 will survive termination of this Agreement.

8. INDEMNITY
8.1 The Evaluator must indemnify, defend and hold harmless TO, its board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from:
a. Evaluator’s and Evaluator’s employee’s use or reliance on the Software,
b. any breach of the terms of this Agreement by the Evaluator or any Evaluator employee, and
c. any other act of Evaluator.
8.2 This clause 8 will survive termination of this Agreement.

9. TERMINATION
9.1 TO may immediately terminate this Agreement if the Evaluator is in breach of any term of this Agreement.
9.2 Termination under this clause shall not affect any other rights or remedies TO may have against the Evaluator.
9.3. Consequences of termination: Immediately following termination of this Agreement, the Evaluator shall cease using the Software and destroy any copy of the Software and Software
documentation.

10. EXPORT CONTROL
The Evaluator acknowledges that the Software is an encryption software and as such is considered a dual-use good service pursuant to French law.
The Evaluator acknowledges that the Software and Software documentation provided under this Agreement may be subject to export laws and regulations of France and other countries,
and any use or transfer of the Software and Software documentation must be in compliance with all applicable regulations. The Evaluator will not use, distribute, transfer, or transmit
the Software or Software documentation (even if incorporated into other products) except in compliance with all applicable export regulations.

11. ASSIGNMENT
11.1. Evaluator shall not assign any rights of this Agreement, without the prior written consent of TO.

12. NOTICES
12.1 Unless otherwise specified, all notices required under this Agreement shall be sent by email.

13. SEVERABILITY
13.1 The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner
that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

14. WAIVER
14.1 Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this Agreement shall not operate or be construed as a waiver thereof.

15. GOVERNING LAW
15.1 This Agreement will be construed by and governed in accordance with the laws of FRANCE. The Parties submit to exclusive jurisdiction of the courts of PARIS, FRANCE

16. ENTIRE AGREEMENT
16.1 This Agreement contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, this Agreement may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.