Free Trial

FREE TRIAL - CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement ("Agreement") contains the terms and conditions that govern your access to and use of our “Free Trial” and is an agreement between FRSLABS Research Systems Private Limited ("FRSLABS," "we," "us," or "our"), having its registered office at L-148, BHIVE Workspace, 5 Main, 6 Sector, HSR Layout, Bangalore – 560 102, India, and you or the entity you represent ("you" or "your"), as Parties to this Agreement.

Free Trial. FRSLABS, at its sole discretion, offer a free trial service for a limited period of time with limited functionalities ("Free Trial"). You agree that the Free Trial services should be used for non-commercial, internal testing and evaluation purposes only.

If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial. If you or FRSLABS cancel your Free Trial, you acknowledge and agree that we may delete all of your Data associated with the Software stored in our Servers. You may convert your Free Trial to a paid subscription by following the steps to move to production at the end of the Free Trial period by accepting the Terms of Service for production access.

Intellectual Property Rights. As between FRSLABS and you, FRSLABS owns all worldwide right, title and interest in and to the Software Services provided as part of the Free Trial, the Documentation, and any enhancements, features and improvements thereto, including all Intellectual Property Rights therein. Except as expressly stated herein, this Agreement does not grant you or your employees any rights to, under, or in, any Intellectual Property Rights or any other rights or licenses in respect of the Software Services, or the Documentation.

Confidential Information. For purposes of this Agreement, “Confidential Information” of a party means any information or materials disclosed by or on behalf of that party to the other party that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” or with a similar designation at the time of such disclosure; (ii) if disclosed orally or presented visually, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary.

Obligations and Restrictions. Each party agrees: (i) to maintain the other party's Confidential Information in strict confidence, and protect and safeguard it using at least the same degree of care as it uses to protect the confidentiality of its own Confidential Information of similar importance, but no less than a commercially reasonable degree of care; (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose other than the provision and receipt of the Software Services under this Agreement. Each party may disclose the other party’s Confidential Information to its employees who have a bona fide need to know such Confidential Information solely for and only to the extent necessary to provide or receive the Trial Software Services under this Agreement; provided that each such employee is bound by a written agreement that contains non-use and confidentiality obligations at least as protective of the other party’s Confidential Information as those set forth in this Agreement.

Exceptions. Except for personal information, the obligations and restrictions will not apply to any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving party; (ii) were rightfully known by the receiving party without restriction as to use or disclosure prior to receiving such information or materials from the disclosing party; (iii) are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any obligation of confidentiality or restricted use to the disclosing party; or (iv) are independently developed by the receiving party without access to, reference to or use of any Confidential Information of the disclosing party.

Account and Password: You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. Sharing of your User login or password is prohibited. You accept responsibility for any and all activities or actions that occur under your account, whether or not you know about them. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a party from disclosing the other party’s Confidential Information to the extent required by any order, subpoena, law, statute or regulation, provided that the party required to make such a disclosure uses reasonable efforts to give the other party sufficient advance notice of such required disclosure to enable the other party to prevent or limit such disclosure. The receiving party shall disclose no more than that portion of the Confidential Information which, on the advice of legal counsel, such order, subpoena, law, statute or regulation specifically requires the receiving party to disclose.

You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, insulting, harassing, libellous, invasive of another's privacy, abusive, threatening or harmful. You agree not to use the Free Trial Services for the transmission of "spam", “phishing” or unsolicited distribution of email. We reserve the right to terminate your access if there are reasonable grounds to believe that you have used the Free Trial Services for any illegal or unauthorized activity.

Personal information you provide to FRSLABS through the Services is governed by FRSLABS Privacy Policy. Your election to use the Free Trial Service indicates your acceptance of the terms of the FRSLABS Privacy Policy.

At any time and without notice, FRSLABS reserves the right to (a) modify the terms and conditions of any Free Trial offer; (b) cancel any Free Trial offer; or (c) cancel or modify any Free Trial features at any time. You agree that FRSLABS will not be liable to you, arising out of, or caused by the modification, suspension or discontinuance of any of the Free Trial Services for any reason.

This Agreement shall terminate three (3) years from the Effective Date. Your obligations with respect to confidentiality shall expire after two (3) years from the date of disclosure.

This Agreement shall be governed by and construed in accordance with the laws India without regard to its conflicts of law provisions. You acknowledge and agree that the Proprietary and Confidential Information including but not limited to the services provided under “Free Trial” is the confidential and/or proprietary and/or trade secret information of FRSLABS and the unauthorised use or disclosure of the Proprietary and Confidential Information could cause irreparable harm and significant injury to FRSLABS for which we will have no adequate remedy at law. Therefore, FRSLABS shall have the right, in addition to any other rights it may have at law or in equity, to seek and obtain immediate injunctive relief in respect of any breach or potential breach of this Agreement by You.

If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic and legal effect as the original provision and the remainder of this Agreement will remain in full force.

This Agreement constitutes the entire agreement between you and FRSLABS relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.

Acceptance. You must be of legal age to enter into a binding agreement in order to accept the Agreement and are not barred from using the Services under applicable law. You can accept the Agreement by clicking the “I Accept” button indicating your acceptance of the terms our Free Trial Services.