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) to an Authorized User.

1.TRIAL LICENSE GRANT

1.1 Upon acceptance of this Trial Agreement or execution of an Order Form (as applicable) and 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 Authorised User(s) to: (i) use the Macrobond Product and the Data (as specified in an applicable Order Form) in accordance with the license terms specified in the Order Form, internally and solely for testing and implementing the Macrobond Product on the Customer System to the extent reasonably necessary to enable the Customer to use the Macrobond Product in accordance with these Trial Agreement; (ii) use the Macrobond Product to access and view the Data, and allow Authorised Users only to create and access Customer Output; (iii) store the Customer Output (and any Data contained in the Customer Output) on the Customer System (as defined below); (iv) make copies of the Data and the Customer Output only to the extent reasonably necessary for the following purposes: back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing; and (v) provide access to the Macrobond Product (including the Data and Customer Output) to Authorised Users on the Customer System.
1.2 Each Authorized User shall access the Macrobond Product using their own unique identifier provided by Macrobond.
1.3 The parties shall use commercially reasonable endeavours to connect the Customer System to the Macrobond Product and each party shall bear its own costs of establishing connectivity.
1.4 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 Macrobond Product (including the Data).
1.5 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 applicable to Customer trials.

2.LICENSE RESTRICTIONS

2.1 Customer shall not, shall not attempt to, and shall not permit any party (including any Authorised User) to:
(i) access or use the Macrobond Product and/or Data in any manner except as expressly permitted under this Trial Agreement;
(ii) download, copy, transfer, share, distribute, reproduce, publish, reverse engineer, decrypt, decompile, disassemble, or make the Macrobond Product or Data available to non-Authorised Users or third parties; (iii) save or extract any Data to devices, other internet enabled equipment or equipment capable of receiving data by using the Macrobond Product or other similar programs in excess of the number of devices that the Authorized User is permitted to install the Macrobond Product on; (iv) sell, resell, transfer, sublicense or otherwise make available any part of the Macrobond Product and/or Data to any third party; (v) circumvent, interfere with, abuse, penetration test, or endanger the operation or security of the Macrobond Product and/or Data; (vi) access or use the Macrobond Product and/or Data for the purposes of public benchmarking or competitive analysis of the Macrobond Product for publication, or developing, providing, or supporting Macrobond Product or services competitive to Macrobond; (vii) alter, translate, reverse engineer, decompile, or prepare any derivative work from or of the Macrobond Product or Data, or otherwise attempt to derive or determine the source code, other proprietary information, or trade secrets from the Macrobond Product or Data; (viii) remove or otherwise alter any Macrobond proprietary notices, trademarks, warranties, or disclaimers in or relating to the Macrobond Product; (ix) access or use the Macrobond Product 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 Macrobond Product to set up recurring, systematic or automated downloading or validation processes; and/or use the downloading functionality in the Macrobond Product to create, enhance or maintain an internal database, feed, system or in a way that would substitute licensing the Macrobond Product or any portion of it (for example, leveraging the Macrobond Product to refresh a list of set time series on a recurring basis for a model is prohibited under this Agreement); or (xi) take any actions or use Macrobond’s trademarks and logos or the Data in any way, which may damage the reputation of Macrobond, the Data Providers or the Macrobond Product (including the Data).

3.CUSTOMER RESPONSIBILITIES AND LIABILITY

3.1 Customer acknowledges and agrees that it is responsible for: (i) ensuring all Authorised User(s) comply with the terms and conditions of this Agreement and for all acts and/or omissions of the Authorised User(s); (ii) implementing and maintaining appropriate technical and security measures to protect the Macrobond Product and Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, access or use; (iii) notifying Macrobond immediately if Customer believes there has been unauthorized access to or misuse of the Macrobond Product or Data; and taking prompt and proper remedial action against any unauthorized use; and (iv) ensuring 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 authorised or permitted to share with Macrobond.
3.2 Customer shall indemnify the Macrobond Parties from and against all losses, claims and expenses (including reasonable attorney or legal fees), demands, suits or third-party claims brought against the Macrobond arising out of or in connection with: (i) access to or use of the Macrobond Product (including the Data) by the Customer or any third party authorised by the Customer other than as set out in this Trial Agreement; (ii) any data or information provided by the Customer to Macrobond; (iii) any decisions or advice arising out of the use of the Macrobond Product (including the Data); and (iv) breach of the confidentiality undertaking in Section 5; except to the extent that any such claim has arisen out of or in connection with any fraud, negligence, or wilful misconduct of Macrobond.

4.INTELLECTUAL PROPERTY RIGHTS

4.1 Except for the license rights granted under this Trial Agreement, the Macrobond Product and Data (including the source code, any modifications, improvements, enhancements and/or derivatives) are and shall remain the sole property of Macrobond, its licensors and Data Providers, including all intellectual property rights therein and thereto. Nothing in this Trial Agreement shall transfer any right, title or interest in any intellectual property to any party (including in or to the Macrobond Product) other than the right to use the Macrobond Product as set out in this Trial Agreement.

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 Macrobond Products on the terms set out in this Trial Agreement; and (ii) provide the Professional Services in relation to the Macrobond Product.

6.2 Except as provided under Section 6.1, the Macrobond Product, 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”) do not represent or warrant that the Macrobond Product, Data or Professional Services provided hereunder will meet Customer’s requirements or suitability, that the Macrobond Product and/or Data will operate in the combinations Customer may select for use, that the operation of the Macrobond Product and/or Data will 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. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event will the Macrobond Parties be liable to Customer or to any third party for: (a) any indirect, special, incidental, consequential or exemplary damages; or (b) the cost of procuring substitute Macrobond Product, Data  or Professional Services arising out of or in any way relating to this Trial Agreement, or the use of or inability to use the Macrobond Products, Data or Professional Services; or (c) loss caused through any act or omission of a Data Provider; or (d) damages or other losses for loss of use, loss of business, loss of goodwill, work stoppage, lost profits, loss of data, computer failure or any and all other commercial damages or losses even if advised of the possibility thereof and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. To the maximum extent permitted by applicable law, in no event will Macrobond’s aggregate liability to Customer, from all causes of action and under all theories of liability exceed £500.

8. TERM AND TERMINATION

8.1 This Trial Agreement shall come into effect upon parties signing the Order Form and shall be in force for the Trial Period stated in the Order Form. Unless terminated earlier, this Trial Agreement shall terminate automatically at the expiry of the Trial Period.
8.2 Either party may, at its’ sole discretion, terminate this Trial Agreement with immediate effect by giving written notice to the other Party.
8.3 The Trial Period may be extended by Macrobond on written notice to Customer.
8.4 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 Macrobond Product and/or the Data, or any security breach in connection with this Trial Agreement that could compromise the security or integrity of the Macrobond 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 Macrobond Product or (ii) terminate this Trial Agreement and /or the Order Form.
8.5 On termination of this Trial Agreement and/or an Order Form for any reason, or expiry of the Trial Period:
(i) Customer shall immediately cease all use of the Macrobond Product and Data; and as soon as reasonably practicable ensure that the Macrobond Product (including the Data and any other material provided by Macrobond in relation to the Macrobond Product) is deleted from all of the Customer Systems and provide written confirmation (in the form of a certificate signed by an authorised representative) of compliance with this section no later than fourteen (14) days after termination of this Trial Agreement; and
(ii) 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 data, information, software, and other materials provided to it by the other party in connection with this Trial Agreement including the other party's Confidential Information.

9. DATA PROTECTION

10. MISCELLANEOUS

10.1 This Trial Agreement contains the entire agreement between the parties with respect to the trial of the Macrobond Product by the Customer and may not be amended or superseded except by a writing signed by both parties.
10.2 Third Party Rights. Except as expressly stated otherwise in this Trial Agreement, this Trial Agreement shall not give rise to any rights for a third party to enforce any term of this Trial Agreement.
10.3 Assignment. Customer may not assign or transfer any of its rights and obligations under this Trial Agreement in whole or in part, by operation of law or otherwise, without Macrobond’s prior written consent.
10.4 Governing Law and Jurisdiction. This Trial Agreement shall be governed and construed in accordance with English law. The parties expressly agree that the UN Convention for the International Sale of Goods will not apply. Any legal action, proceeding, claim dispute, or controversy arising under this Agreement will be brought exclusively in the Courts of England and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. Any amendment or modification to this Trial must be in writing signed by both parties

11. DEFINTIONS