Trial Agreement

Last Revised – January 23, 2023

This Trial Agreement (the “Agreement“) forms a binding legal agreement between TrueContext Inc. (“TrueContext“) and the entity you represent, or if you do not designate an entity in connection with this Agreement, you as an individual (“Trial Customer“). It is effective between Trial Customer and TrueContext as of the date Trial Customer accepts it or uses the Trial Software (the “Effective Date”). In this Agreement, TrueContext and Trial Customer are referred to individually as the “party” and, collectively, the “parties”.

Trial Customer is responsible for carefully reading the terms of this Agreement before accessing or using the Trial Software. By clicking Agree and Continue Setup and accessing or using the Trial Software, Trial Customer confirms that it has read and accepted the terms of this Agreement. In addition, by requesting a license to access and use the Trial Software, Trial Customer grants TrueContext permission to: (i) be contacted with information related to the Trial Software; and (ii) receive promotional, sales and marketing emails and information from TrueContext during the Trial Period.

As used in this Agreement, “Trial Software” means the specific version of the TrueContext software application made available to Trial Customer that is hosted on and accessed over the Internet, together with: (a) all related documentation, and (b) any authorization keys and passwords that TrueContext may deliver to Trial Customer from time to time in order for Trial Customer to operate and use such software pursuant to the terms and conditions of this Agreement.

TRIAL PERIOD The trial period shall be fourteen (14) days from the Effective Date, or such other period as mutually agreed by the parties in writing (“Trial Period“). TrueContext reserves the right to suspend or terminate this Agreement, with or without cause, at any time, with or without notice. At the end of the Trial Period, Trial Customer’s access to the Trial Software will be AUTOMATICALLY terminated unless Trial Customer elects to license the Trial Software on a paid subscription basis and notifies TrueContext of its intention to do so at least two (2) business days prior to the end of the Trial Period. For clarity, (i) TrueContext is not obligated to retain any Trial Customer data after termination or expiration of the Trial Period; (ii) TrueContext shall delete Trial Customer data not later than ninety (90) days after the end of the Trial Period, without further obligation or liability to Trial Customer; and (iii) subject to (ii), TrueContext may access and view Trial Customer’s configuration and use of the Trial Software for purposes of feature/function analysis and enhancement recommendations.
RIGHTS GRANTED
1. For the duration of the Trial Period, Trial Customer shall have a nonexclusive, nontransferable, non-assignable, limited right and license to access and use the Trial Software subject to the terms of this Agreement, solely for the internal business purpose of evaluating the Trial Software and not for any production, competitive or commercial purpose.
2. Trial Customer may modify specifically designated portions of the forms provided as part of the Trial Software (collectively, the “Forms“), input data into the Forms, archive the Forms and delete any data stored in the Forms.
3. Upon the expiry or termination of this Agreement, Trial Customer’s right to access and use the Trial Software shall terminate.
4. Trial Customer shall not:
  i. Disclose the results of any benchmark tests or performance tests of the Trial Software without TrueContext’s prior written consent;
  ii. Reverse engineer, reverse compile or reverse assemble the Trial Software in whole or in part;
  iii. Modify, adapt, translate or otherwise alter the Trial Software;
  iv. Access or use the Trial Software in order to build a competitive product or service; or
  v. License, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing, or otherwise commercially exploit or make the Trial Software available, to any third party.
TRIAL SOFTWARE IP OWNERSHIP No title to or ownership of the Trial Software or any of its parts, the information it contains or any applicable rights therein, such as patents, copyrights and trade secrets, is transferred to Trial Customer. TrueContext alone shall own all right, title and interest, including all related intellectual property rights, in and to the Trial Software, including all enhancements, enhancement requests, suggestions, modifications, extensions and/or derivative works related to the Trial Software.
CONFIDENTIAL INFORMATION Trial Customer data that is accessed by TrueContext will (i) be handled in accordance with applicable laws and regulations; and (ii) not be shared with any unauthorized personnel or comingled with other data.
TRIAL CUSTOMER RESPONSIBILITIES Trial Customer agrees to comply with all applicable laws and regulations in connection with its use of the Trial Software, including but not limited to those related to data privacy, international communications, the transmission of technical or personal data and export control laws and regulations. Trial Customer agrees to: (i) notify TrueContext immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Trial Software; and (ii) immediately report to TrueContext and use reasonable efforts to immediately stop any copying, distribution or misuse of the Trial Software that becomes known or suspected by it. Trial Customer agrees to indemnify and hold TrueContext, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) to the extent arising out of or in connection with a claim alleging that TrueContext’s use of Trial Customer data infringes a copyright, patent, or a trademark of, or has caused harm to the rights of, a third party provided in any such case that TrueContext (a) promptly gives Trial Customer notice of the claim; (b) gives Trial Customer sole control of the defense and settlement of the claim (provided that Trial Customer may not settle such claim unless such settlement unconditionally releases TrueContext of all liability and does not adversely affect TrueContext’s business); (c) provides Trial Customer with all available information and reasonable assistance; and (d) has not compromised or settled such third-party claim.
DISCLAIMER OF WARRANTY
1. The Trial Software is provided by TrueContext and accepted by the Trial Customer “as is”, “with all faults” and “as-available”. TrueContext gives to the Trial Customer no representation or warranty of any kind, express or implied, statutory, or otherwise, with respect to the Trial Software or the performance or results of use thereof. The Trial Software is not covered by any customer support plan.
2. Without limiting the foregoing, TrueContext does not warrant that use of the Trial Software will be error free or uninterrupted, or that it will meet Trial Customer’s requirements.
3. TrueContext makes no assurances that any Trial Customer data stored in the Trial Software’s Forms will be secure or that such data will remain confidential.
4. THE TRIAL SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TRUECONTEXT IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS NOT CAUSED BY TRUECONTEXT.
LIMITATION OF LIABILITY In no event shall TrueContext be liable for any damages of any nature as a result of this Agreement or the Trial Software, including but not limited to damages resulting from loss of use, data, account, profit, bargain, or business or for any punitive, exemplary, special, direct, indirect, incidental, or consequential damages, whether arising in contract, tort or other legal theory even if TrueContext has been previously advised of the possibility of such damages. In case of any conflict between this section and any other section of this Agreement, the provisions of this section shall prevail. For the avoidance of any doubt, this section shall remain in full force and effect notwithstanding the termination, repudiation, or expiry of this Agreement.
TERMINATION This Agreement shall terminate upon the earlier of: (a) expiration of the Trial Period; or (b) immediately if the Trial Customer or TrueContext (i) fails to comply with any term or condition of this Agreement and such failure continues for a period in excess of ten (10) days after the party alleged to be in breach receives notice from the other party advising of such failure; or (ii) becomes insolvent or a party to a bankruptcy or receivership proceeding or any similar action.
GENERAL This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to the principles of conflicts of law and excluding the body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods, if applicable. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Ontario for the purpose of any suit, action or other proceeding arising out of this Agreement or the subject matter hereof. Each of the parties hereby waives: (a) the right to trial by jury of any such suit, action or proceeding; (b) any right, claim or entitlement to any punitive or exemplary damages whatsoever; and (c) any right, claim or entitlement to participate in a class action relating to this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between the Trial Customer and TrueContext as a result of this Agreement or use of the Trial Software. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. No modification of this Agreement shall be valid or binding on either party unless acknowledged in writing and signed by the duly authorized officer of each party. All notices or other communications given under this Agreement shall be in writing, sent to the address set forth in the recitals as the party’s principal place of business, or such other addresses as TrueContext or the Trial Customer may designate in writing. The parties acknowledge that each has read all the terms of this Agreement, is authorized to enter into it, agrees to be bound by its terms and conditions and that it is the complete and exclusive statement of the agreement between the parties which supersedes all prior communications and agreements between the parties relating to the subject matter of this Agreement.