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Provisional License Agreement

Global Software, LLC d/b/a insightsoftware (“insightsoftware”) may make its proprietary Software and associated Support Services available to Customer on a provisional basis, free of charge under the terms of this Provisional Licensing Agreement (the “PLA“) and the terms of any applicable insightsoftware End User License Agreement (the “EULA“), incorporated into this Agreement by reference (together, the “Agreement“), until the earlier of (a) the end of the Provisional License Period for which Customer has registered or is registering to use the applicable Service or (b) the date of any Software purchase by Customer. In the event of a conflict between the terms of the PLA and the EULA, the terms of the PLA shall prevail.

  1. Term. This Agreement commences on the date Customer first requests to receive the Software or Support Services and continues until the earlier of (i) Customer’s purchase of the Software or Support Services or (ii) sixty (60) days (the “Provisional License Period“). Upon the expiration of the Provisional License Period, Subscription Licenses and Support may be renewed for successive periods of one (1) year each (“Renewal Term“) at insightsoftware’s then-current rates upon the mutual agreement of the parties. Fees for Perpetual Licenses of the Software shall be invoiced upon expiration of the Provisional License Period upon the mutual agreement of the parties. All Software purchases by Customer shall be subject to the terms and conditions of the applicable Purchase Agreement and insightsoftware Master Services Agreement, or a negotiated Agreement between Customer and insightsoftware based upon the terms of insightsoftware’s then-current Master Services Agreement and Purchase Agreement.
  2. License Grant.  During the Provisional License Period, insightsoftware grants to Customer a non-exclusive, revocable and non-transferable right to use the Software.
  3. Grant Limitation. Subject to the limited rights expressly granted hereunder, insightsoftware reserves all rights, title and interest in and to the Software and Support Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
  4. Support. insightsoftware may offer Support services for the provisional Software licenses in accordance with the insightsoftware Support Policy located at https://insightsoftware.com/terms-of-use-privacy-policy/#support and the insightsoftware Technical Support specifications located at https://help.insightsoftware.com/s/article/What-is-Technical-Support.
  5. Reporting Data Deletion. ANY DATA CUSTOMER ENTERS INTO THE SOFTWARE, ANY REPORTS GENERATED BY THE SOFTWARE, AND ANY CUSTOMIZATIONS MADE TO THE SOFTWARE BY OR FOR CUSTOMER, DURING CUSTOMER’S PROVISIONAL LICENSE PERIOD WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION LICENSE OR PERPETUAL LICENSE TO THE SAME SOFTWARE AS THOSE INCLUDED IN THE PROVISIONAL LICENSES, PURCHASES UPGRADED SOFTWARE, OR EXPORTS SUCH DATA OR REPORTS, BEFORE THE END OF THE PROVISIONAL LICENSE PERIOD.
  6. No Warranty. THE SOFTWARE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY. NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  7. Limitation of Liability. IN NO EVENT SHALL INSIGHTSOFTWARE BE LIABLE TO CUSTOMER OR ANY OTHER INDIVIDUAL OR ENTITY CONNECTED WITH CUSTOMER FOR ANY CLAIM, LOSS, OR DAMAGE OR ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT OR ARISING OUT OF OR IN CONNECTION WITH:
    1. THE DEFICIENCY OR INADEQUACY OF THE SERVICES FOR ANY PURPOSE, WHETHER OR NOT KNOWN OR DISCLOSED TO CUSTOMER;
    2. THE USE OR PERFORMANCE OF THE SERVICES OR ANY FILES, DATA OR COMPUTER SYSTEMS RELATED THERETO OR USED IN CONNECTION THEREWITH;
    3. ANY INTERRUPTION OR LOSS OF SERVICE OR USE OF THE SERVICES, OR ANY FILES, DATA, OR OTHER COMPUTER SYSTEMS; OR
    4. ANY LOSS OF PROFITS, SALES, BUSINESS, DATA, OR OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR LOSS OR DAMAGE OF ANY KIND OR NATURE RESULTING FROM THE FOREGOING, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  8. Choice of Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware and the federal U.S. laws applicable therein, excluding its conflicts of law provisions. Customer and insightsoftware agree to submit to the personal and non-exclusive jurisdiction of the courts located in Wake County, North Carolina. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
  9. Confidentiality. The parties acknowledge that in the course of performing their obligations under this Agreement, each may receive Confidential Information. Each party covenants and agrees that neither it nor its agents, employees, officers, directors or representatives will disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (a) to those employees, representatives, or contractors of the Receiving Party who require access to the Confidential Information to exercise its rights under this Agreement and who are bound by written agreement, with terms at least as restrictive as these, not to disclose third-party confidential or proprietary information disclosed to such party, or (b) as such disclosure may be required by law or governmental regulation, subject to the Receiving Party providing to the Disclosing Party written notice, as allowable by applicable law or regulation, to allow the Disclosing Party to seek a protective order or otherwise prevent the disclosure. Nothing in this Agreement will prohibit or limit the Receiving Party’s use of information: (i) previously known to it without obligation of confidence, (ii) independently developed by or for it without use of or access to the Disclosing Party’s Confidential Information, (iii) acquired by it from a third party that is not under an obligation of confidence with respect to such information, or (iv) that is or becomes publicly available through no breach of this Agreement. The Receiving Party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section. Within five (5) days after a Disclosing Party’s request, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information; provided, however, that the Receiving Party shall be entitled to retain archival copies of the Confidential Information of the Disclosing Party solely for legal, regulatory or compliance purposes unless otherwise prohibited by law.