Prithibi Solution Free Trial Terms of Use:

1. DEFINITIONS

   “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers or would reasonably consider confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, designs, plans, strategies, customers, and pricing, and information, whether or not marked, designated, or otherwise identified as “confidential.”

   “Trial Form” means the online form on the Prithibi Website to be completed by Customer to initiate the Trial.

   “Solution(s)” means the Prithibi Solution(s) demonstrated or shared by Prithibi in the Trial, constituting of of Oracle software and applications, and Prithibi designs, configurations, applications, set up and services.

   “Evaluation Period” means the 14 calendar-day period commencing with Customer clicking on “I accept”, during which Customer has access to the Solution for evaluation, or on such earlier date resulting from termination of this Agreement.

   “Software” and “applications” means the software and application components of the Solutions that are used, implemented and integrated by Prithibi in its services including the Oracle Software and applications.

   “Oracle Software and applications” means the software and applications owed and licensed solely by the Oracle company, as used by Prithibi as a licensee in its Solutions.

   “Intellectual Property Rights” means all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secrets, database protections, trade dress, registered design, or other intellectual property rights law and similar rights or form of protection, in any part of the world.

   “Law” means any means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

   “Scope of Use/Permitted Use” means the extent to which, and the parameters within which, Customer may access the Trial, to test and assess how Customer can benefit from Prithibi Solutions and explore the various options and possibilities a customized Prithibi Solution could offer.

   “User” means the Individuals who are authorized by Customer to use the Trial as set forth in the Trial Form.

   “Agreement” means this Terms of Use and shall be used interchangeably with such term.

2. ACCESS
   1. Subject to the terms and conditions herein, Prithibi grants Customer a non-exclusive, non-sublicensable, non-assignable and non-transferable right to access and review its Solution on a trial basis, during the specified evaluation period, in accordance with the directions on scope of use provided with the Trial Form and by Prithibi’s support representative.
   2. This access is free of cost to the Customer for use in accordance with these Terms and Conditions.
3. USE
   1. Only Customer and its Users may access the Trial. Customer is responsible for ensuring that all its Users comply with these Terms of Use.
   2. Customer and its Users may review the Trial solely for its internal evaluation purposes and within the limits set forth in the Trial Form.
   3. Except as this Agreement expressly permits, Customer shall not, and shall not permit any other Person to:

      (a) copy any aspect of the Trial, including the software, configurations or design of the Solution in whole or in part;

      (b) modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Solution;

      (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any component of the Solution to any person, including on or in connection with Software as a Service, Cloud, or other technology or service;

      (d) reverse engineer, disassemble, decompile, decode, or adapt the Solution or the software and applications, or otherwise attempt to derive or gain access to the source code of the software, in whole or in part;

      (e) bypass or breach any security device or protection used for or contained in the Solution or its component software and applications;

      (f) remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to any copy of the Solution or software and applications;

      (g) use the Trial in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable Law;

      (h) use the Trial for purposes of: (i) benchmarking or competitive analysis of the Solution; (ii) developing, using or providing a competing Solution, product or service; or (iii) any other purpose that is to Prithibi’s detriment or commercial disadvantage;

      (i) use the Trial in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Trial could lead to personal injury or severe physical or property damage; or

      (j) use the Trial other than for the permitted use or in any manner or for any purpose or application not expressly permitted by this Agreement.

   4. Any use of the Services in breach of these Terms of Use may result in immediate termination of Customer’s access to the Trial.
4. INTELLECTUAL PROPERTY
   1. With the exception of the Oracle software and applications, the ownership and intellectual property rights of which are retained and licensed to Prithibi by Oracle, Prithibi reserves and retains all the rights, title, and interest in and to the Trial and all remaining aspects the Solution and other Confidential Information, including the sole and exclusive ownership of all Intellectual Property Rights relating thereto.
5. CONFIDENTIALITY
   1. In connection with this Agreement a party may receive (the “Receiving Party”) Confidential Information from the other party (the “Disclosing Party”). The Receiving Party shall for up to 1 year:

      (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

      (b) not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section;

      (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;

      (d) ensure its Representatives’ compliance with and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section.

   2. Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section with respect to any Confidential Information that constitutes a Trade Secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for Trade Secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.
   3. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and, if lawfully permitted, with advance notice to the Disclosing Party).
   4. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to other relief available at law. ‌
6. CUSTOMER DATA
   1. If, in the course of evaluation, Customer enters or requests Prithibi’s representative to enter Customer data for the purpose of assessing the Solution, Customer acknowledges that such data may be available to and seen by other Customers.
   2. Customer acknowledges that Prithibi is under no obligation to remove, protect or back up any Customer data entered into the Trial system for any purpose.
   3. Prithibi cannot guarantee that its security procedures provide iron clad protection from unauthorized third parties. Customer is therefore solely responsible for maintaining the security of its network and systems.
7. WARRANTIES
   1. CUSTOMER REPRESENTS, WARRANTS, AND COVENANTS THAT IT IS ENTERING INTO THIS AGREEMENT AND INTENDS TO USE THE TRIAL SOLELY AS A BONA FIDE POTENTIAL CUSTOMER OF PRITHIBI AND THAT CUSTOMER WILL NOT USE OR CAUSE OR PERMIT OTHERS TO USE THE TRIAL, IN WHOLE OR IN PART, TO DEVELOP, DISTRIBUTE, PROVIDE, OR USE ANY PRODUCT OR SERVICE THAT COMPETES WITH THE SOLUTION OR ITS SOFTWARE COMPONENTS, OR IN OR FOR ANY PURPOSE, MANNER, OR APPLICATION THAT DISADVANTAGES PRITHIBI OR PRITHIBI’S BUSINESS OR OPERATIONS.
   2. THE COMPONENTS OF THE TRIAL AND THE TRIAL AS A WHOLE, IS PROVIDED “AS IS”. PRITHIBI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, AND PRITHIBI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING. PRITHIBI MAKES NO WARRANTY OF ANY KIND THAT THE TRIAL, OR ANY COMPONENTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
8. TERMINATION
   1. The Trial will expire automatically at the end of the Evaluation Period and Customer’s access to the Trial will end.
   2. Prithibi may suspend the Trial without liability at any time at its sole discretion and may do so at any time. Prithibi may provide Customer with prior notification of any such suspension, but Customer acknowledges that Prithibi is not required to do so.
   3. Prithibi may suspend and/or terminate Customer’s use of the Trial immediately if Customer violates any terms of this Terms of Use.
9. INDEMNIFICATION
   1. Customer agrees to defend, indemnify and hold harmless Prithibi from and against any loss, claim, demand, cost, liability, damage, judgement or settlement, including attorneys’ fees, arising from or relating to (i) any Customer Data, (ii) any claim brought by a third party alleging the use of the Trial in breach of these Terms of Use, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, (iii) any breach of these Terms of Use by Customer. Customer shall immediately notify Prithibi if Customer receives notice or otherwise becomes aware of such claim and shall immediately cease use of the Trial.
10. GOVERNING LAW
    1. These Terms of Use shall be governed by and construed by the laws of the State of WA without giving effect to any choice of law provision or rule that would permit the application of the laws of any other jurisdiction. Any legal action or proceeding shall be instituted in the State of WA, and each party irrevocably submits to the jurisdiction of such courts in any action or proceeding and will be subject to the service of process and other applicable procedural rules of, the state or federal courts in WA.
    2. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
11. EXPORT REGULATIONS
    1. The Trial and associated software may be subject to U.S. export control laws. Customer agrees to comply with applicable export and import laws and regulations. Customer shall not directly or indirectly export, re-export or release from the United States any part of the Solution or any direct product thereof into any country, jurisdiction or person to which export, re-export or release is prohibited by applicable law. Customer shall comply with applicable law and complete necessary undertakings prior to considering any type of exposure of the Trial outside of the U.S.
    2. Customer represents that Customer is not located in or will not access the Trial from any country that is subject to a U.S. trade embargo and is not on any restricted party list maintained by the U.S. government.
12. NOTICE
    1. Customer may send Notices to Prithibi at: 19032 66th Ave S, Ste C106, Kent, WA 98032 or via email to info@prithibiconsulting.com, Attn: Legal. Notices will be deemed sent upon receipt acknowledgement by Prithibi via email or mail.
    2. Prithibi shall send Notices to Customer at the address provided on the Trial Form.
13. FORCE MAJEURE
    1. Neither party shall be liable for failure to perform any obligation under this agreement in the event of unforeseen events that are act of law, government, or natural or man-made disasters.
14. ASSIGNMENT
    1. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement voluntarily, involuntarily, by operation of law, or otherwise.
15. ENTIRE AGREEMENT
    1. This Terms of Use, together with the Trial Form and instructions provided by Prithibi regarding access and scope of use, constitute the entirely of the Agreement of the parties.
    2. If any clause or section of this Agreement is found to be unenforceable, the remaining provisions shall remain in effect. No delay by an injured party to exercise any right under this Agreement shall be deemed a waiver of such right and shall not preclude exercise of such right within the time permitted in law or equity.
16. RELATIONSHIP OF THE PARTIES
    1. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.