This Evaluation Agreement (the “Agreement”) is a legally binding agreement between you and Diffblue regarding your use of the Diffblue Cover product (the “Product”) for evaluation purposes. By accessing or using the Product, you agree to be bound by the terms and conditions of this Agreement. If you do not agree, you are not authorised to use the Product.
“Confidential Information” means any information expressly identified as confidential or which would reasonably be considered confidential under the circumstances, including but not limited to roadmaps, source code and trade secrets.
“Diffblue” means Diffblue Limited, a company registered in England and Wales number 09958102, with its registered office at Ramsey House, 10 St. Ebbes Street, Oxford, OX1 1PT, UK.
“Evaluation Period” means a period of fourteen (14) days or such other period agreed in writing.
“IPR” means patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names, domain names, goodwill, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information and any other intellectual property rights, including without limitation all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
The Product, documentation, know-how, services and other information and materials provided by Diffblue (collectively the “Materials”), and all IPR therein, are and shall remain the exclusive property of Diffblue (and its licensors and contributors). Diffblue grants you a non-exclusive, non-sublicensable, non-transferable, limited term licence to use the Materials for the Evaluation Period solely for the purpose of evaluating a potential Product subscription. You must not (i) modify, copy, reverse engineer or create derivative works of the Materials (except to the extent that this restriction is prohibited by applicable law), (ii) disclose, distribute, assign or transfer the Materials to a third party or use the Materials for the benefit of a third party, or (iii) use the Materials to test more than six code repositories. You must delete or return the Materials (at Diffblue’s option) upon expiry of the Evaluation Period (or earlier if you are in breach of this Agreement). The Product may also contain third party components with separate notices and licensing terms as specified in the Product documentation.
3.1 You must provide at your cost: (i) software, hardware, computers, equipment and facilities required to use the Product; (ii) suitably qualified and experienced staff at the agreed times; and (iii) such other assistance as Diffblue reasonably requests.
3.2 There are no fees for the Product for the Evaluation Period. Diffblue will provide reasonable remote support (unless travel and accommodation expenses are agreed in advance and reimbursed by you thirty (30) days from the date of invoice).
A receiving party (the “Recipient”) shall maintain the confidentiality of all Confidential Information of the disclosing party (the “Discloser”) and shall not use such Confidential Information other than as necessary for the performance of this Agreement. The Recipient shall not disclose Confidential Information to any third party without the Discloser’s prior written consent save for those directors, officers, employees, agents, suppliers and contractors who have entered into a written confidentiality agreement with the Recipient and who have a need to know such information. The Recipient shall use the same measures to protect the Discloser’s Confidential Information that it uses to protect its own confidential information, but in no event less than reasonable measures. The restrictions of this Clause shall not apply to information that: (i) is independently developed by the Recipient without access to the Confidential Information of the Discloser; (ii) becomes known to the Recipient, without restriction, from a third party without breach of any confidentiality obligation to the Discloser; (iii) is or comes in the public domain through no act or omission of the Recipient; or (iv) is required to be disclosed by an order or requirement of a court of competent jurisdiction (provided that the Recipient shall, to the extent legally permitted, provide prompt notice thereof to the Discloser and use reasonable efforts to prevent and restrict public disclosure of such information).
Except for death, personal injury, fraud or other liability that cannot be limited or excluded by applicable law, in no event shall: (i) Diffblue’s aggregate liability under or in relation to this Agreement exceed £100; or (ii) Diffblue be liable for any loss of profits or savings, loss or corruption of data, business interruption, or any indirect, consequential, incidental or special damages or loss; howsoever caused and whether arising in contract, tort, negligence or otherwise. Diffblue (and its suppliers, licensors and contributors) makes no warranties, conditions, representations or undertakings of any kind (whether express, implied or statutory) and expressly disclaims them to the fullest extent permitted by applicable law.
6.1 You must comply with the UK Bribery Act 2010 and any other applicable anti-bribery and anti-corruption laws. You must comply with export and import control laws, regulations, sanctions and trade embargoes of the USA, UK and other applicable jurisdictions. You must not export or re-export the Materials to any person or entity in Crimea, Cuba, Iran, Syria, Sudan, South Sudan or North Korea.
6.2 Diffblue roadmap products and dates are subject to change or withdrawal and are not binding.
6.3 If any provision is deemed invalid, unenforceable or illegal, such provision will be modified to achieve its objectives (or deleted if modification is not possible). No modification or deletion shall affect the validity of the rest of this Agreement.
6.4 This Agreement constitutes the entire understanding regarding the subject matter. Diffblue may amend this Agreement by posting a revised version online. Otherwise, this Agreement may only be amended by a signed amendment.
6.5 This Agreement is governed by and construed in accordance with English law and is subject to the exclusive jurisdiction of the English courts, save that Diffblue may seek injunction or other equitable relief from any court of competent jurisdiction in order to protect its IPR and Confidential Information.
If you have any questions or wish to serve a notice regarding this Agreement, please contact us via email to [email protected].