Evaluation Terms and Conditions

42Crunch API Audit Tool

These Evaluation Terms and Conditions (“Evaluation Terms and Conditions”) describe the legal agreement made by and between you or the entity you represent (if you are using the 42Crunch API Audit Tool you are accessing on behalf of an entity or otherwise accepting the terms on behalf of an entity as its representative) (the “Customer” or “You” or “Your”) and 42Crunch (the contracting entity specified in the “42Crunch Entity and Choice of Law” section below (“42Crunch”) regarding the access and use of 42Crunch API Audit Tool and delivery of related services. Customer and 42Crunch are the “Parties” and individually a “Party”.

BY REGISTERING FOR, ACCESSING, DOWNLOADING, OR USING ANY COMPONENT OF THE 42CRUNCH API AUDIT TOOL AND/OR CONFIRMING YOUR CONSENT TO THESE TERMS, YOU ARE AGREEING TO BE BOUND BY THESE EVALUATION TERMS AND CONDITIONS.

IF YOU ARE NOT AUTHORIZED TO ACCEPT THESE EVALUATION TERMS AND CONDITIONS OR IF YOU OR THE COMPANY YOU REPRESENT DO NOT AGREE TO ALL OF THE EVALUATION TERMS AND CONDITIONS STATED HEREIN, THEN YOU AND THE ENTITY YOU REPRESENT ARE NOT AUTHORIZED TO ACCESS OR USE OR ALLOW ANY OTHER PARTY THE RIGHT TO ACCESS OR USE ANY PART OF THE TOOL AND/OR OR ACCEPT ANY SERVICES WHICH MAY BE DELIVERED IN CONNECTION WITH SUCH ACCESS.

THE ACCESS AND RIGHTS OF USE AND ANY SERVICES DELIVERED HEREUNDER ARE EXPRESSLY CONDITIONAL ON CONSENT TO THESE EVALUATION TERMS AND CONDITIONS TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY YOU OR THE ENTITY YOU REPRESENT, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE EVALUATION TERMS AND CONDITIONS.

NOTWITHSTANDING ANY OF THE FORGOING, IF 42CRUNCH AND CUSTOMER HAVE ENTERED INTO A SIGNED AGREEMENT COVERING THE USE OF THE TOOL, THEN SUCH WRITTEN TERMS OF AN EXECUTED AGREEMENT SHALL PREVAIL AND OVERRIDE THESE TERMS.

1. Definitions.

    • “42Crunch API Audit Tool” or “Tool” means 42Crunch’s API Audit Tool to which Customer is obtaining access or using in connection with this Agreement; For clarity, this definition includes all components of the Tool (whether accessed online or downloaded), including any extensions provided for accessing the tool, as well as any related services made available to the Customer or the User in connection with the Tool, and any 42Crunch API best practices, knowledgebase, knowhow, and information provided to the Customer of the User as part of access to the Tool and/or as part of reports generated, and any modifications, copies, updates, and documentation relating to any of the forgoing delivered or made available to Customer or the User in connection with the use of the tool.
    • “API” shall mean the application programming interfaces supported by the Tool.
    • “Customer Data” means the API data, files, or specifications inputted or otherwise uploaded by Customer and/or a User to the 42Crunch API Audit Tool and other information collected from User in connection with providing access to the Tool, including User’s email and User name.
    • “User” means any individual accessing or using the Tool on behalf of and for the benefit of the Customer.

 

2. Use Rights; Restrictions; Termination; Termination of Access.

    1. Use Rights. Subject to these Evaluation Terms and Conditions, Customer User may
      1. access and use the Tool internally in a non-production environment for the Evaluation Period to
      2. upload Customer Data to the Tool, and
      3. internally use or review or download to Customer owned or operated systems any content or material or results derived from access or use of the Tool, provided each such right enumerated in sections (i), (ii), and (iii) is solely for
        1. the purpose of evaluating the features and functionality of the Tool and/or establishing Customer’s desire to purchase a commercial license to use the Tool and/or
        2. providing Feedback to 42Crunch regarding its solution (“Evaluation Purpose”).
  1. Restrictions. Customer agrees that Tool (and results obtained from any use) are not intended for use in any production environment where Customer is relying on the performance of Tool. Customer shall not (and shall not authorize or permit any third party including any Users to):
    1. use the Tool to access, filter or secure APIs not owned by Customer;
    2. modify the Tool or create derivative works based upon the Tool or reverse engineer the Tool, except and only to the extent any foregoing restriction is prohibited by applicable law;
    3. create a program or a set of programs similar or identical to the Tool, using any elements or functionalities of the Tool to do so;
    4. use the Tool in any way that is unlawful or in violation in any applicable laws, or allow Tool to be used in any embargoed country or region, or involving a sanctioned person or party;
    5. distribute, sell, rent, lease, license, transfer, or otherwise provide or allow access to the Tool to third parties;
    6. use or permit the Tool to be used to perform services for third parties, whether on a service bureau, SaaS, time sharing basis or otherwise;
    7. install any component or content derived from of the Tool on computers or systems which are not owned and controlled by Customer or publish any component or content derived from the Tool;
    8. release, publish, and/or otherwise make available to any third party the results of any performance or functional evaluation of the Tool without the prior written approval of 42Crunch or otherwise publicly share externally the results or content obtained from accessing the tools;
    9. alter or remove any proprietary notices or legends contained on or in the Tool;
    10. attempt to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms in the Tool, including without limitation any such mechanism used to restrict the number of uses or control the functionality of the Tool;
    11. use the Tool on or in connection with unauthorized or unsupported systems, equipment or products (i.e. not identified in Documentation);
    12. upload Malicious Code to Tool;
    13. attempt to gain unauthorized access to any component or portion of the Tool, other accounts, computer systems or networks connected to a Tool, or obtain or attempt to obtain any materials or information made available through any component or portion of the Tool not intentionally made available by or on behalf of 42Crunch to Customer; (xvi) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Tool. For the avoidance of doubt, all restrictions specified herein with respect to the Tool apply to all components of the Tool. There are no implied licenses granted by 42Crunch under these Evaluation Terms and Conditions. Competitors of 42Crunch are strictly prohibited from accessing or using the Tool for any purpose. Customer agrees that all actions or inactions of User(s) shall be deemed an action or inaction by Customer and that Customer shall be liable and responsible for any action or inaction of the User(s) which is in violation of these Evaluation Terms and Conditions.
  2. Evaluation Period; Termination of Access; Return or destruction of 42Crunch Materials. This Agreement shall commence on the day the Customer and/or the User first gains access to the 42Crunch API Audit Tool and shall continue for fourteen (14) days or such other period identified during the registration for the evaluation (“Evaluation Period”). 42Crunch may, at any time, terminate access to the Tool, for any reason including abuse of free trial by use of multiple emails, or otherwise, and, if relevant, require Customer to promptly return and/or destroy any copies of any component of Tool downloaded or any content derived from the Tool or downloaded, as relevant.

 

3. Support; Availability of Tool/Services. Access to the Tool is provided free of charge and Customer is not entitled to any support in connection with this free evaluation. If any support is provided by 42Crunch at its discretion, such support is provided without any warranties. 42Crunch shall not be liable if, for any reason, the Tool, services, content or related 42Crunch website are unavailable for any period of time.

4. Privacy policy. We are committed to protecting your privacy. Please carefully read 42Crunch Privacy Policy which is incorporated by reference herein. Customer, on its own behalf and on behalf of its Users:

  1. agrees that 42Crunch and its representatives may process Customer Data for the purposes set out in these Evaluation Terms and Conditions and as set out in the 42Crunch Privacy Policy, as may be amended from time-to-time by 42Crunch; and
  2. represents and warrants that it has a lawful basis to allow 42Crunch to process the same, including the collection of User’s personal data as required for the use of the Tool, products or services used with the Tool and as contemplated in these Evaluation Terms and Conditions.

 

5. Ownership in Tools; Revocation of Rights; Feedback Regarding the Tool. The Tool (including any content or information and services provided in connection with the Tool(s) are licensed and not sold. As between Customer and 42Crunch, 42Crunch and its licensors shall own and retain all right, title, and (except as expressly licensed hereunder) interest in and to the Tool, and all copies or portions thereof, and any derivative works thereof (by whoever created). Customer agrees that it shall not refute or otherwise challenge 42Crunch’s and/or any of its Affiliate’s ownership of any such intellectual property rights. Tool contains data and information, which are protected by trademark, patent and/or copyright laws. No part of Tool or our services may be published, distributed, extracted, re-utilized, or reproduced in any material form (including photocopying or storing it in any medium by electronic means and whether or not transiently or incidentally to some other use of this publication) except in accordance with separately agreed permissions with 42Crunch or as permitted by the Copyright Designs and Patents Act 1988 or the Copyright and Rights in Databases Regulations 1997, as applicable. 42Crunch reserves the right at any time at our discretion to withdraw or modify the licenses 42Crunch grants for use of the Tool and any content or information 42Crunch provides to Customer in connection with your use of the Tool. Neither Customer nor any User is required to provide any feedback, suggestions for improvement, or updates to the Tool, however, if provided all such feedback regarding the Tool, including suggestions for improvements or updates to the Tool recommended or provided by Customer and/or any User to 42Crunch (“Feedback”) such Feedback shall be owned by 42Crunch, and Customer hereby assigns the same to 42Crunch. All rights, title, and interest not expressly granted herein are reserved by 42Crunch.

6. Customer Data and Your Responsibility; Rights to Customer Data. As between the Parties, Customer retains the ownership (including any Intellectual Property Rights) in and to the Customer Data. Customer agrees that all Customer Data provided, sent, or uploaded to Tool (including, but not limited to emails, text or responses to any information available via Tool) is Customer responsibility. Customer represents and warrants that it owns or has proper legal authority to upload, provide or send Customer Data and that any Customer Data provided, sent or uploaded, is not offensive, decent and truthful, complies with all laws and regulations, does not infringe or violate the intellectual property rights or personal or proprietary or other rights of 42Crunch or any third party, is not defamatory, unreliable or misleading or otherwise objectionable and is free from bugs, worms or viruses.

If 42Crunch determines that any part of Customer Data may expose 42Crunch to any loss or the risk of a claim or complaint by a third party, 42Crunch may block access to all or part of Tool and remove all or part of Customer Data. Customer must provide all reasonable assistance in this respect.

By responding to or using any information on Tool, you grant us a non-exclusive, royalty-free, transferable, perpetual license to use the Customer Data submitted for research, statistics, or other similar purposes.

Customer, on its own behalf and on behalf of its Users, grants 42Crunch a non-exclusive, sub-licensable, transferable, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, the Customer Data (collectively “Process” or “Processing”) to the extent necessary to provide the Tool, or for research, statistics, or other legitimate lawful business purpose. 42Crunch may authorize its affiliates, contractors, agents or representatives to exercise the foregoing rights for the same purposes.

>Customer warrants that Customer has and will have the legal authority and all consents, permissions, notices and all rights necessary, including any of the foregoing from Customer employees or third parties or regulatory authorities, employee representative bodies, each to the extent relevant to Customer:

  1. to upload or otherwise provide access to the Customer Data to 42Crunch (and/or 42Crunch representatives) for the purposes outlined in these Evaluation Terms and Conditions and
  2. for 42Crunch (and/or 42Crunch representatives) to fulfill its obligations and exercise its rights with respect to the Customer Data as expressly set forth these Evaluation Terms and Conditions.

 

7. DISCLAIMERS. EXCEPT AS MANDATED BY RELEVANT LAW, TOOL (AND ALL RESULTS OF USE) ARE DELIVERED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND AND TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, 42CRUNCH, ITS AFFILIATES AND SUPPLIERS DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, AS APPLICABLE, ANY IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, SATISFACTORY QUALITY, TITLE OR NONINFRINGEMENT WITH RESPECT TO THE SAME. WITHOUT LIMITING THE FOREGOING, 42CRUNCH, ITS SUPPLIERS, LICENSORS, AND REPRESENTATIVES DO NOT WARRANT

  1. UNINTERRUPTED OR ERROR-FREE USE OR OPERATION OF THE TOOL;
  2. THAT ALL API VULNERABILITIES, THREATS, OR ATTACKS WILL BE DISCOVERED, REPORTED, OR REMEDIED WHEN USING THE TOOL OR RESULTS OF TOOL OR SERVICES;
  3. THAT CUSTOMER DATA, SYSTEMS OR NETWORKS SHALL BE FREE FROM LOSS, ERROR OR CORRUPTION; OR
  4. THAT AUTHORIZED CONTENT SHALL BE TRANSMITTED THROUGH CUSTOMER APIS WITHIN A REASONABLE PERIOD OF TIME. CUSTOMER ACKNOWLEDGES THAT ANY RESULTS OBTAINED FROM THE TOOL, EVALUATION PRODUCT(S), AND/OR PROFESSIONAL SERVICES MAY BE INCOMPLETE OR INACCURATE.

 

8. LIMITATION OF LIABILITY. THE TOOL IS PROVIDED FREE OF CHARGE AND STRICTLY FOR EVALUATION PURPOSES AND, UNLESS SUCH LIABILITY CAN NOT BE RESTRICTED BY APPLICABLE LAW, 42CRUNCH, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SUPPLIERS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS WILL NOT BE LIABLE FOR ANY DAMAGES ARISING IN CONTRACT, TORT OR OTHERWISE FROM THE USE OR INABILITY TO USE THE TOOL, SERVICES OR CONTENT MADE AVAILABLE VIA THE TOOLS OR SERVICES, OR FOR THE ACCURACY, COMPLETENESS OR SUITABILITY FOR A PARTICULAR PURPOSE OF THE TOOL (OR ANY SERVICES OR CONTENT MADE AVAILABLE VIA THE TOOL) OR FOR ANY THIRD PARTY WEBSITE LINKED TO OR FROM OUR TOOLS, SERVICE OR CONTENT, OR FROM ANY ACTION OR DECISION TAKEN AS A RESULT OF USING THE TOOL, SERVICES OR CONTENT. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR ANY LIABILITY ARISING FROM FRAUD OR FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR ANY MATTER FOR WHICH IT WOULD BE UNLAWFUL TO LIMIT LIABILITY UNDER APPLICABLE LAW:

IN NO EVENT SHALL 42CRUNCH, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SUPPLIERS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS BE LIABLE FOR: (I) INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (II) LOST PROFITS, REVENUE OR EARNINGS, LOST OR CORRUPTED DATA, COST OF REPLACEMENT OR RESTORATION OF DATA, DELAYS OR FAILURE TO TRANSMIT OR RECEIVE DATA, BUSINESS INTERRUPTION, FAILURE TO REALIZE EXPECTED SAVINGS, COST OF SUBSTITUTE PRODUCTS OR SERVICES, LOST GOODWILL, REPUTATIONAL DAMAGE; AND/OR (III) DAMAGES RELATED TO OR ARISING OUT OF ANY THIRD PARTY PRODUCTS; AND

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF 42CRUNCH ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SUPPLIERS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS EXCEED FIVE THOUSAND DOLLARS ($5,000) IN CONNECTION WITH THE ACTIVITIES CONTEMPLATED BY THESE EVALUATION TERMS AND CONDITIONS.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL APPLY: (I) WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY STRICT LIABILITY, STATUTORY LIABILITY, OR ANY OTHER THEORY OF LIABILITY; (II) WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR POSSIBILITY HAS BEEN DISCLOSED TO 42CRUNCH; AND (III) TO 42CRUNCH, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SUPPLIERS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS.

9. Links to other sites Tool (or the content made available in connection with use or access to the Tool) may offer links to other websites, services, and APIs to other providers thereby enabling a Customer User to leave our website and go directly to linked websites and services. 42Crunch is not responsible for the content of any linked website or for third party products or services made available via the linked website. 42Crunch is not responsible for any transmission received from any linked website. Such links are provided to assist users of Tool and our services and the inclusion of a link does not imply that 42Crunch endorses or has approved the linked websites, linked services or linked APIs. Please note that the Evaluation Terms and Conditions and privacy policy of linked websites and services may differ from these Evaluation Terms and Conditions and our privacy policy. 42Crunch encourages Customer and its Users to be aware of this when they leave 42Crunch website and to read the Evaluation Terms and Conditions and the privacy policy of such third-party websites and services.

10. Usage Data. Customer, on its own behalf and on behalf of its User(s), authorizes 42Crunch (and its Representatives) to collect and analyze data, metrics and other information relating to the provision, use, and performance of various aspects of the Solution, related 42Crunch systems and interactions and interoperability with other technologies (collectively “Usage Data”). For clarity, Usage Data shall not be deemed Customer Data or Customer Confidential Information. 42Crunch (and 42Crunch Representatives acting on behalf of 42Crunch and 42Crunch successors and permitted assigns) will be free to: (a) use such Usage Data for any internal lawful business purpose including to verify compliance with Subscription Parameters, to develop, improve and enhance the Solution, to improve interoperability, to develop, enhance, diagnose, correct or improve its offerings, to create reports, summaries, and other materials, and (b) disclose such Usage Data to others, provided such Usage Data is in an “Aggregated and Anonymized Form”. The term “Aggregated and Anonymized Form” means the data has been collected from multiple sources and compiled in a way that does not identify, and is not capable of identifying, Customer, Authorized Users, or any individual or entity associated with Customer, including as the source of such Usage Data. Notwithstanding the forgoing, Usage Data may be disclosed in a non-Aggregated but Anonymized Form to 42Crunch's Representatives subject to the restrictions stated herein and/or to any advisors, investors, lawyers, and accountants as part of a legal proceeding or as necessary to defend 42Crunch or its Representatives rights or enforce this Agreement.

11. 42Crunch Entity and Choice of Law. The Agreement shall be governed by and construed in accordance with the laws as specified below (“Governing Law”), excluding specifically any conflicts of laws provisions, the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA).

Except as expressly provided herein, each Party irrevocably consents and submits to the exclusive jurisdiction of the courts as specified below and waives any objection thereto on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law.

Customer’s primary address shall determine which 42Crunch entity will be the counter party as well as what Governing Law shall apply to these Evaluation Terms and Conditions.

If Customer’s physical address is in N. America or S. America (including, the Caribbean), then: “42Crunch” means 42Crunch Inc., with a principal place of business at 95 Third Street, 2nd Floor, San Francisco, CA 94103, USA, and the Governing Law is the laws of California, USA, and the courts of the city of San Francisco, California shall have exclusive jurisdiction; and

If Customer’s is established in France, then: “42Crunch” means 42Crunch SAS, with a principal place of business at 223 Avenue Clement Ader, 34170, Castelnau-le-Lez, France, and the Governing Law is the laws of France and the courts of the city of Paris, France shall have exclusive jurisdiction; and

If Customer’s physical address is in United Kingdom: “42Crunch” means 42Crunch Ltd., with a principal place of business at 71-75 Shelton Street, WC2H 9JQ, London, UK and the Governing Law is the laws of England, and the courts England shall have exclusive jurisdiction; and

If Customer’s physical address is in Ireland or elsewhere in the EU (excluding France), or any other region or country not listed in the subsections above, including if the Customer’s physical address is in the Russian Federation, Asia Pacific, Middle East or Africa, then: “42Crunch” means 42Crunch Security Systems Ltd., with a principal place of business at 5 George’s Dock, IFSC, Dublin 1, D01 X8N7, Ireland, and the Governing Law is the laws of Ireland and the courts of Ireland shall have exclusive jurisdiction.

12. Notices. Any notice, request, demand or other communication required or permitted under these Evaluation Terms and Conditions shall be in writing and delivered by hand or sent by registered mail or courier, effective on the date of receipt, addressed as follows: if to Customer, to the email supplied to 42Crunch, and, if to 42Crunch, Attention: 42Crunch Legal, addressed to 42Crunch entity that is the counter party to the Agreement as specified above, at the address specified above with a copy to 42Crunch Parent entity Attention Legal, addressed to 42Crunch Ltd, 71-75 Shelton Street, WC2H 9JQ, London, UK (if not the same entity). A Party may from time-to-time change its address for notice by notice in writing to the other Party delivered hereunder. In addition, 42Crunch may at its option deliver the foregoing notice or other communication to an e-mail address provided by Customer to 42Crunch, which shall be effective and deemed delivered when transmitted, and if Customer has provided 42Crunch with no such address, notice may be duly given when prominently posted on 42Crunch.com/legal notices.

13. Dispute (s). Any dispute, claim or controversy (collectively “Claims”) arising out of or relating to these Evaluation Terms and Conditions involving 42Crunch Inc. (or other 42Crunch entity where Customer’s primary address is in the United States of America), including the determination of the scope, applicability or adjudicative process associated with these Evaluation Terms and Conditions, shall be submitted to, and determined by arbitration in the county of San Francisco, California, U.S.A. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. For Claims of five million United States dollars ($5,000,000), or less, the arbitration shall be administered pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Any judgment awarded by JAMS may be entered in any court having jurisdiction.

With respect to any dispute, claim or controversy (collectively “Claims”) arising out of or relating to these Evaluation Terms and Conditions including the determination of the scope, applicability or adjudicative process associated with these Evaluation Terms and Conditions and involving 42Crunch Ltd, 42Crunch SAS, 42Crunch Security Ltd. or other 42Crunch entity not covered by the previous section, such Claims: (1) shall be submitted to and determined by arbitration in the Dublin Ireland and shall be conducted in the English language (2) the Parties waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to these Evaluation Terms and Conditions; (3) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“Rules) by one or more arbitrators appointed in accordance with the said Rules.

14. Equitable Relief. Notwithstanding anything to the contrary, the Parties agree that a material breach of these Evaluation Terms and Conditions which adversely affects Confidential Information disclosed in connection with these Evaluation Terms and Conditions and/or any Intellectual Property Rights in Tool (or any component thereof) shall cause irreparable injury for which monetary damages would not be an adequate remedy and the non-breaching Party shall be entitled to equitable relief in any court of competent jurisdiction (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.

15. Interpretation and Language. Headings are inserted herein for convenience only and are not to be used in the interpretation of these Evaluation Terms and Conditions. As used herein:

  1. "days" means calendar days;
  2. “include” and “including” are not limiting; and
  3. use of a Tool shall be deemed to include active or inactive use.

This Agreement, any disputes or claims raised hereunder, and all services to be provided hereunder by 42Crunch to the Customer (if any) shall be conducted and provided in the English language. If these Evaluation Terms and Conditions are translated into a language other than English, the English version shall prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. Where the Customer's primary address is in Quebec, it is the express will of the Parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse des Parties que la présente convention ainsi que les documents quis'y rattachent soient rédigés en anglais.

16. Compliance with Laws, Export Control and U.S. Government Users. Customer agrees that the Tool may include cryptographic technology, data or other information and shall not be received, exported, imported, used, transferred, distributed, accessed, or re-exported except in compliance with the applicable laws and regulations of the relevant government authorities, including Ireland, United Kingdom, EU, and/or U.S. export control and sanction regulations. Customer also represents and covenants:

  1. not to, directly or indirectly, allow access to or use of the Tool in embargoed or sanctioned countries/regions, by sanctioned or denied persons, or for prohibited end-uses under applicable law; and
  2. that Customer shall ensure that its receipt and use of and/or access to the Tool, or that of its Users, is in accordance with the restrictions in this subsection.

If any part of the Tool is being licensed by the U.S. government, including any U.S. federal agency, the Tool is considered access to commercial computer software and documentation developed exclusively at private expense and the Tool is provided as a “commercial item” as that term is defined in FAR 2.101 (and as it is defined and used in all corresponding agency specific Federal Acquisition Regulation supplements) and is provided with only those rights specified in section 2.

17. Assignment. This Agreement may not be wholly assigned or transferred by the Customer. Any action or conduct in violation of the foregoing shall be void and without effect.

18. No Waiver. The waiver by either Party of any right provided under this Agreement must be in writing signed by such Party and any waiver shall not constitute a subsequent or continuing waiver of such right or of any other right under this Agreement.

19. Severability. If any section, provision, or part thereof of this Agreement is held to be illegal, invalid, or unenforceable by a court of competent authority in any jurisdiction, that section, provision, or part shall be limited if possible and only thereafter severed to the extent necessary to render this Agreement valid and enforceable in such jurisdiction.

20. Entire Agreement. This Agreement is the complete agreement between the parties concerning the subject matter hereof and supersedes any prior agreements and understandings between the parties applicable to the Tool.

21. Changes to these Evaluation Terms and Conditions. These Evaluation Terms and Conditions may be updated from time to time and therefore the Customer should review them regularly. Except to the extent expressly precluded by applicable law, 42Crunch may modify this Agreement, including to reflect changes in law or business practices with advance written notice to Customer. 42Crunch may notify the Customer of the change by a reasonable means of notice, including email to User account(s) or if no valid email available, by posting the revised Agreement to the 42Cruch website where Tool is made available. Customer agrees that its continued access or use of the Tool after the written notice and changes become effective shall constitute Customer’s acceptance of the revised Agreement.

Evaluation Terms and Conditions Tool (v.07.14.2022)