Sonatype, Inc Product Preview Program

THIS PRODUCT PREVIEW PROGRAM (“PREVIEW PROGRAM”) IS OFFERED BY SONATYPE, INC. (“SONATYPE”) AND PARTICIPATION IN THE PREVIEW PROGRAM IS GOVERNED BY THIS SOFTWARE EVALUATION AGREEMENT (THIS "AGREEMENT"). BY CLICKING ON THE “I ACCEPT” (OR SIMILAR CONSENT) BUTTON, COMPANY HEREBY ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND COMPANY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT AND YOU AND COMPANY AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF COMPANY. THE PRODUCT PREVIEW PROGRAM MAY CONTAIN ONE OR MORE PREVIEW OFFERINGS (AS DEFINED BELOW) AS DETERMINED BY SONATYPE IN ITS SOLE DISCRETION. YOU MUST ALSO AGREE TO THE TERMS OF THIS AGREEMENT. IF COMPANY DOES NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT CLICK TO ACCEPT OR OTHERWISE DOWNLOAD, INSTALL OR USE ALL OR ANY PORTION OF THE PREVIEW OFFERING(S).  YOU UNDERSTAND AND AGREE THAT SONATYPE WILL TREAT YOUR USE OF THE PREVIEW OFFERINGS AS ACCEPTANCE OF THIS AGREEMENT.

1. Overview: This Agreement is entered into by Sonatype and you, an entity interested in evaluating Sonatype’s Preview Offerings as further described in this Agreement (hereinafter referred to as “Company” or “You”), and governs Company’s use of and access to the Preview Offerings effective as of the date Company accepts the terms and conditions of this Agreement (“Effective Date”). Sonatype and Company may be referred to individually in this agreement as a “Party” or collectively as the “Parties.”
   
   
2. Preview Access: Company hereby acknowledges and agrees that: (a) it is receiving access to, as determined by Sonatype in its sole discretion, one or more preview versions of new proprietary software-as-a-service offerings (each a “Hosted Service”), on-premise software applications, capabilities and/or related documentation (which access may include certain enhancements, updates, and/or upgrades) each as identified either on Sonatype’s website, in product, the Documentation or such other location as determined by Sonatype (collectively referred to herein as “Preview Offerings”) and that Preview Offerings are not yet being made generally available by Sonatype to its customers; (b) Sonatype is not obligated to provide any maintenance, technical or other support for the Preview Offerings; (c) Sonatype has not made any representations, promises or guarantees that the Preview Offerings will ever be announced or made available to anyone in the future; and (d) Sonatype has no express or implied obligation to Company to announce or introduce the Preview Offerings. Sonatype may discontinue the Preview Program or Preview Offerings at any time, in its sole discretion, with or without notice.
   
   
3. Eligibility. Company may participate in the Preview Program upon request and approval by Sonatype, or by invitation from Sonatype, as determined by Sonatype in its sole discretion. For the avoidance of doubt, in the event Company is also evaluating or actively using one or more of Sonatype’s products that are made generally available to its customers (“GA Products”) subject to a commercial and/or evaluation agreement (the “Customer Agreement”), the Customer Agreement will continue to govern Your use of and access to such GA Products.
   
   
4. License Grant; Restrictions; Ownership: Subject to the terms of this Agreement, Sonatype grants to Company a non-transferable, non-assignable, non-sublicensable, non-exclusive, revocable, limited license to use the Preview Offerings for the sole purpose of evaluating the Preview Offerings in a non-production environment for a period of sixty (60) days (or as otherwise determined by Sonatype) from the date on which Preview Offerings are delivered or otherwise made available to Company by Sonatype (the “Evaluation Term”), and the Evaluation Term will automatically be renewed for additional sixty (60) day periods until the earlier of (i) the termination of this Agreement and (ii) Sonatype ceases to make the Preview Offering available to Company. Company will not (A) market, sell, sublicense, modify, translate, reverse engineer, decompile, disassemble, create derivative works of or copy all or any portion of the Preview Offerings or otherwise seeking to obtain or use the source code of the Preview Offerings, (B) scrape, collect, mirror, or in any manner compile any data embedded in or accessed through the Preview Offerings, and/or (C) access the Preview Offerings in order to (1) build a competitive product or service, or (2) copy any features, functions or graphics of, or data or information in, the Preview Offerings. Further, in the event Company has entered into a Customer Agreement, all license and use restrictions set forth in such Customer Agreement will apply to Company’s use of the Preview Offerings.  Sonatype reserves, and Company acknowledges and agrees that Sonatype owns, all rights in the Preview Offerings that are not expressly granted to Company in this Agreement, even if such improvements, modifications, derivative works or innovations result from suggestions, enhancement requests, recommendations or other feedback provided to Sonatype by or on behalf of Company. Company agrees that the Preview Offerings will only be used in accordance with this Agreement and the Documentation and that it will be responsible for all use of the Preview Offerings on Company’s behalf by its employees and contractors. For purposes of this Agreement, “Documentation” means the user guide and technical specifications for the Preview Offerings made available by Sonatype along with the Preview Offerings as may be updated by Sonatype from time to time.
   
   
5. Hosted Services: In the event You receive access to a Hosted Service, the following additional terms apply. Company grants Sonatype, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Company Data as appropriate for Sonatype to provide and ensure proper operation of the Hosted Services and associated systems in accordance with this Agreement. Subject to the limited licenses granted herein, Sonatype acquires no right, title or interest from Company or its licensors under this Agreement in or to any Company Data. Company will be responsible for the accuracy, quality and legality of Company Data, the means by which Customer acquired Company Data, and Company’s use of Company Data with the Hosted Services. You agree that during the Evaluation Term Sonatype may collect, use, store and transmit technical and related information that is being collected from Your use of the Hosted Service to improve and provide support for the Hosted Service. For purposes of this Agreement, “Company Data” means electronic data and information uploaded by or for Customer to the Hosted Service. For the avoidance of doubt, Company Data expressly excludes Sonatype’s GA Products, the Product Preview Offerings, the Documentation and Sonatype Confidential Information. You agree that Sonatype may identify You as a user of our Hosted Service offering in Sonatype’s promotional materials, website or other public communications, and hereby grant Sonatype a limited and revocable world-wide license to use Your company name and logo in connection therewith.
   
   
6. Confidentiality: Company shall keep confidential and not disclose to any third party: (i) the existence of the Preview Offerings and this Agreement, (ii) any documentation, technical specifications, source code, product roadmap, and/or business strategy pertaining to the Preview Offerings, and (iii) verbal or written communications from Sonatype regarding the Preview Offerings (collectively, “Sonatype Confidential Information”), and Company will use the same degree of care to protect the Sonatype Confidential Information that it uses to protect its own confidential information (but in no event less than a reasonable degree of care). The confidentiality obligations set forth herein will survive the expiration or termination of this Agreement.
   
   
7. No Warranties; Limitation of Liability: Inasmuch as this Agreement enables Company to evaluate the Preview Offerings without charge or obligation, PREVIEW OFFERINGS AND ALL RELATED MATERIALS ARE PROVIDED TO COMPANY “AS IS, WITH ALL FAULTS.” Sonatype does not make any representations or guarantees regarding Service Levels, uptime or availability of any Hosted Services. Any Company Data Company enters into the Hosted Service will be permanently lost unless Company purchases a subscription to the same services and Company is solely responsible for exporting its Company Data before the end of the Evaluation Term or all Company Data will be permanently lost. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SONATYPE SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. REFERENCES TO ANY CATEGORIZATION OF OPEN SOURCE SOFTWARE LICENSE AGREEMENTS (OR TERMS THEREOF) INCLUDED WITHIN THE PREVIEW OFFERINGS DO NOT CONSTITUTE LEGAL ADVICE OR GUIDANCE, AND COMPANY ACKNOWLEDGES AND AGREES THAT IT IS RESPONSIBLE FOR SEEKING APPROPRIATE LEGAL ADVICE REGARDING COMPANY’S RIGHTS AND OBLIGATIONS SET FORTH IN ANY SUCH LICENSE AGREEMENT.  IN NO EVENT WILL SONATYPE BE LIABLE TO COMPANY OR TO ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE FROM USE OF THE PREVIEW OFFERINGS.
   
   
8. Modification; Suspension; Termination: Sonatype reserves the right to modify, suspend or terminate the Preview Program or the Preview Offerings, including your participation in the Preview Program or access to the Preview Offerings, and to limit or deny access to the Preview Offerings and/or participation in the Preview Program, at any time, in its sole discretion, for any reason, with or without notice and without liability to you. This Agreement will terminate on the first to occur of (i) expiration of the Evaluation Term and (ii) termination of this Agreement by either Party, with or without cause, effective immediately upon receipt of a written notice of termination. Upon expiration or any termination of this Agreement, Company must (a) immediately discontinue all access to and use of the Preview Offerings; and (b) delete or otherwise disable (as applicable) the Preview Offerings and delete all Sonatype Confidential Information from its systems. Sections 6, 7, 8, 9 and 10 of this Agreement and all provisions pertaining to Sonatype’s ownership of its intellectual property rights, including the Preview Offerings, shall survive any termination of this Agreement.
   
   
9. GA Version: In the event that Sonatype releases a GA version of any of the Preview Offerings, Sonatype reserves the right to terminate this Agreement and charge a license fee for any and all future access and use of the Preview Offerings, which access and use will be governed by a separate license agreement as determined by Sonatype its in sole discretion.
   
   
10. Miscellaneous: Company will comply with all relevant export laws and regulations of the United States and any other country applicable to its use of the Preview Offerings during the Evaluation Term. This Agreement: (i) shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflicts of laws or choice of law rules; (ii) constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter; and (iii) may not be assigned by either Party without the written consent of the other Party. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each Party; provided that Sonatype reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Preview Offerings at any time, effective upon posting of an updated version of this Agreement at this same url. Company is responsible for regularly reviewing this Agreement, and continued use of the Preview Offerings after any such changes shall constitute Company’s consent to such changes. Notwithstanding any language to the contrary therein, no terms or conditions stated in Company’s purchase order or other order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.