Early Access Trial Agreement

AQUATA TRIAL AGREEMENT

This Aquata Trial Agreement (this “Agreement”), which incorporates by reference any Trial Order (defined below), establishes the terms and conditions applicable to your use of Aquata on a free trial basis. The “Trial Order” refers to your electronic submission requesting Trial Rights together with Arcesium’s electronic (email or otherwise) approval of such request. As used in this Agreement, the terms: “Customer”, “you”, “your”, and their variants mean the corporation or other entity seeking Trial Rights from Arcesium LLC and further includes all persons (whether employees, contractors, or otherwise) acting for, or on behalf or with the apparent authority of, such entity; “Arcesium”, “we”, “us”, and “our” means Arcesium LLC, having a place of business at 441 Ninth Avenue, 24th Floor, New York, NY 10001. Certain additional capitalized words and phrases in this Agreement have special meanings provided in Section 7.

IMPORTANT NOTICE

By clicking “AGREE”, below, [otherwise indicating your assent to this Agreement], or accessing or making any use of the Trial Software, a binding contract is formed between you and Arcesium, effective [the date of the earliest to occur of the foregoing] (the “Effective Date”), and you acknowledge and agree that you have read, understand, and agree to terms and conditions of this Agreement. If you are an employee or individual contractor of a corporation or other entity, your actions under this Agreement are deemed to be those of that entity and that entity will be responsible for them. By clicking “AGREE”, [otherwise assenting to this Agreement], or making use of the Trial Software, you confirm your authority to so bind that entity. If you do not have authority to do so, or if the Customer cannot accept these terms, DO NOT click “AGREE”, otherwise assent to this Agreement, or access or use the Trial Software.

DISCRETIONARY SUPPORT. We want you to have the best user experience possible and will make ourselves reasonably available to assist you. Contractually, however, we make no representations or warranties of any kind nor do we provide any support, maintenance, or availability commitments for the Trial Software.

NO TRADING DECISIONS OR FIDUCIARY. The Trial Software is for evaluation and familiarization purposes only and should not be used to make lending, investment, or trading decisions. Similarly, neither the Trial Software nor Arcesium renders any type of financial, investment, legal, tax, regulatory, or other advice. You are solely responsible for those decisions, independently obtaining such advice, and compliance with all applicable laws and industry regulatory rules. You understand that Arcesium is not a fiduciary to you or your investors or clients.

1. Trial Rights and Acceptable Use. Subject to the terms and conditions of this Agreement, we grant to you personal, revocable, non-exclusive, non-assignable, non-sublicensable, non-transferable Trial Rights for the duration set forth in Section 4. Your Trial Rights include the right to print any online user documentation we provide for the Trial Software solely to the extent needed to facilitate authorized use of the Trial Software. The use described by the Trial Rights is the only acceptable use of the Trial Software.
2. Credentials; Third Party Terms. You may authorize up to five (5) of your employees to exercise the Trial Rights under this Agreement. We will issue, or require such authorized users to create, a user name and password or other credentials to authenticate the right to access the Trial Software and exercise Trial Rights. Credentials are our Confidential Information.
3. Ownership and Confidentiality. This Agreement is not a sale and does not transfer title to the Trial Software. As between the parties, all IPR in and to the Trial Software including any suggestions, recommendations, or other feedback you provide, are owned by Arcesium.
4. Term and Termination. This Agreement and the Trial Rights become effective upon the Effective Date and continue until the earliest to occur of (i) the date 30 days thereafter, (ii) the date Customer becomes party to or bound by contract for a paid Aquata subscription, and (iii) termination by Arcesium or Customer under this Section 4.
5. Disclaimers and Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY.
6. Governing Law; Miscellaneous. The laws of the State of New York and the federal laws of the United States will govern this Agreement without regard to or application of the principles of conflicts of laws.
7. Definitions and Interpretation. The word “including” is exemplary meaning “including, without limitation” or “including, but not limited to” unless otherwise indicated.