Macrobond Trial Agreement

This trial agreement (“Trial Agreement”) is made and entered into by and between Macrobond Financial AB, (“Macrobond”) and you, on behalf of yourself and as an authorized representative on behalf of an organization (“Customer”) and confirms the terms and conditions under which Macrobond will make available to Customer for evaluation purposes only, the Macrobond Product (and related documentation and materials) identified in any applicable order form signed by both parties in accordance with this Trial Agreement ("Order Form").

1.TRIAL LICENSE GRANT

1.1 Subject to Customer’s compliance with this Trial Agreement, Macrobond grants to Customer for the Trial Period a revocable, non-exclusive, non-transferable, non-sublicensable, license for the Designated User(s) to: (i) use the Product(s) internally solely for testing; and (ii) access and view the Data and allow Designated Users to create and access Customer Output for testing purposes only.
1.2 Designated Users shall access the Product(s) using their own unique identifier provided by Macrobond.
1.3 Macrobond may, at its sole discretion and at any time, with as much prior notice to the Customer as is reasonably practicable change means of access to, as well as the name, content, format or nature of the Product(s) (including the Data).
1.4 To the extent any Professional Services is provided by Macrobond to Customer during the Trial Period, it will be subject to Macrobond’s standard Professional Services policy and terms for Customer trials.

2.TRIAL USE RESTRICTIONS

2.1 Customer shall not, shall not attempt to, and shall not permit any party (including any Designated User) to:
(i) access or use the Product(s) and/or Data in any manner except as expressly permitted in this Trial Agreement; (ii) download, copy, transfer, or reproduce the Product(s), Data or Derived Data; (iii) sell, resell, transfer, or sublicense the Product(s), Data or Derived Data; (iv) share, distribute or make available the Product(s), Data or Derived Data to non-Designated Users other than as Customer Output; (v) circumvent, interfere with, abuse, penetration test, or endanger the operation or security of the Product(s); (vi) access or use the Product(s) and/or Data for the purposes of public benchmarking or competitive analysis of the Product(s), or for publication, developing, providing, or supporting products or services competitive to Macrobond; (vii) alter, translate, reverse engineer, decompile, decrypt or disassemble the Product(s), Data or Derived Data, or otherwise attempt to derive or determine the source code, other proprietary information, or trade secrets from the Product(s) or Data; (viii) remove or otherwise alter any Macrobond proprietary notices, trademarks, warranties, or disclaimers in or relating to the Product(s) and/or Data; (ix) access or use the Product(s) and/or Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any applicable law or any intellectual property rights or other rights of any person or entity; (x) use the Data directly or in conjunction with any third-party software to set up recurring, systematic or automated downloading or validation processes, create, enhance or maintain an internal database, feed and/or system, or use in a way that would substitute licensing the Product(s) or Data or any portion of it (for example, leveraging the Data to refresh a list of set time series on a recurring basis for a model is prohibited; (xi) share, distribute, export, or make available any MBDoc to any non-Designated User, except through the Macrobond provided functionality expressly designed for that purpose (e.g. embedding charts in documents); and/or (xii) use any MBDoc or Data (in whole or in part) with any AI System (as defined in the AI Acceptable Use Policy), except as expressly permitted by the AI Acceptable Use Policy and, where applicable, the terms imposed by relevant Data Providers.

3.CUSTOMER RESPONSIBILITIES AND LIABILITY

3.1 Customer acknowledges and agrees that it shall: (i) ensure all Designated Users comply with the terms and conditions of this Trial Agreement and for all acts and/or omissions of the Designated Users; (ii) implement and maintain appropriate technical and security measures to protect the Product and Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, access or use; (iii) notify Macrobond immediately if Customer believes there has been unauthorized access to or misuse of the Product(s) or Data; and taking prompt and proper remedial action against any unauthorized use; and (iv) may at its own option and risk use Customer Data with the Product(s); and (v) ensure it has, the right and appropriate consents to share with Macrobond the Customer files (including the data therein) required for any Professional Services provided by Macrobond during the Trial Period, and does not share with Macrobond any confidential or proprietary information (including that of any third parties) that Customer is not Designated or permitted to share with Macrobond.
3.2 Customer will indemnify and defend the Macrobond Parties from and against any claims, proceedings, liabilities, costs, or damages arising out of or in connection with any third-party claim concerning: (i) Customer’s or any Designated Users’ use or combination of, or access to the Product(s) or Data, other than as permitted by the Trial Agreement; and (ii) any decisions or advice arising out of the use of the Product(s) or Data.

4.INTELLECTUAL PROPERTY RIGHTS

4.1 Except for the license rights granted under this Trial Agreement, Macrobond and the Data Provider(s) and third party licensors retain all right, title and interest in and to the Products (including the source code, any modifications, improvements, enhancements and/or derivatives), the Data, Documentation, and MBDoc, including all intellectual property rights therein to any party, except as expressly set forth in this Trial Agreement, and nothing in the Trial Agreement will be construed as conferring by implication, acquiescence, estoppel, or otherwise, any license or other right upon Customer.

5.CONFIDENTIALITY

5.1 For the term of this Trial Agreement, and for as long as the Confidential Information remains confidential, each party shall keep the other party's Confidential Information strictly confidential and shall not disclose or reveal (directly or indirectly or in whole or in part) or permit to be made available to any third party any Confidential Information received from the other party in any form or manner. The foregoing applies except as required by law, regulation, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

“Confidential Information” shall mean any and all information about a party’s business affairs and plans, services, development or know how, trade-secrets, technology, intellectual property, applications and source codes, product plans and road maps, prices, costs, third-party confidential information and other sensitive or proprietary information, whether in written or oral form, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” which is not and does not become part of the public domain.

6.REPRESENTATIONS AND WARRANTY.

6.1 Macrobond represents and warrants that it has the right to (i) grant the Customer a license to access and use the Product on the terms set out in this Trial Agreement; and (ii) provide the Professional Services in relation to the Product.
6.2 Except as provided under Section 6.1, the Product(s), Data and Professional Services are provided “as is” without warranty of any kind and neither Macrobond, any of its affiliates, licensors or Data Providers (collectively, the “Macrobond Parties”) represent or warrant that the Product(s), Data or Professional Services provided hereunder will (i) meet Customer’s requirements or suitability, that the Product(s) and/or Data (ii) operate in the combinations Customer may select for use, that the operation of the Product(s) and/or Data and/or (iii) be error-free or uninterrupted, or that all errors will be corrected. Accordingly, to the maximum extent permitted by law, the Macrobond Parties hereby disclaim all conditions and warranties, either expressed or implied, including, but not limited to the implied conditions and warranties of merchantability, satisfactory quality, fitness for a particular purpose, originality, accuracy, completeness, timeliness, quiet enjoyment, availability, non-infringement, title, and any conditions and warranties arising out of course of dealing, usage or trade.

7.TERM AND TERMINATION

7.1 This Trial Agreement shall come into effect either (i) upon parties signing the trial Order Form or (ii) the date Customer first accesses the Product(s) to start the trial (“Effective Date”) and shall be in force for the Trial Period. Unless terminated earlier, this Trial Agreement shall terminate automatically at the expiry of the Trial Period.
7.2 Either party may, at its’ sole discretion, terminate this Trial Agreement with immediate effect by giving written notice to the other Party.
7.3 The Trial Period may be extended by mutual written agreement between the parties.
7.4 Notwithstanding the above, if Customer does not comply with the license terms or the restrictions and obligations under this Trial Agreement, and/or if Macrobond becomes aware of any unauthorized use or other misuse of the Product and/or the Data, or any security breach in connection with this Trial Agreement that could compromise the security or integrity of the Product and/or the Data or otherwise adversely affect Macrobond, Macrobond may (without prejudice to any other rights or remedies Macrobond may have under this Trial Agreement or at law), at its sole discretion and immediately without prior notice to Customer either (i) suspend Customer’s access to the Product or (ii) terminate this Trial Agreement (including the Order Form).
7.5 On termination of this Trial Agreement for any reason or expiry of the Trial Period:
(a) Customer shall (i) immediately cease all use (including internal use) of the Product(s) and Data (including Derived Data); (ii) uninstall the Software and delete all Data, Derived Data and MBDoc’s, (including from the Customer systems); and (iii) provide written certification signed by an authorised representative of Customer of cessation of use and destruction as set forth herein within fourteen (14) calendar days of termination.
(b) each party shall immediately cease all use of and as soon as reasonably practicable return or destroy (as directed in writing by the other party) all information and other materials provided to it by the other party in connection with this Trial Agreement including the other party's Confidential Information.

8.DATA PROTECTION

Each party will comply with all applicable laws and regulations relating to the processing of personal data and privacy and the equivalent of any of the foregoing in any relevant jurisdiction. Each party shall be individually responsible, as a sole data controller, for its own processing of personal data pursuant to and/or in connection with this Trial Agreement. This means that each party determines the purposes and means for its respective processing of personal data.

9.MISCELLANEOUS

10. DEFINTIONS