This Agreement is an agreement between you and Urjanet, Inc. (together with its affiliates, “Urjanet”) which governs your use of the Urjanet sandbox environment and any related products and services made available to Customer via the sandbox (collectively, the “Sandbox”) for the purpose of i) developing an integration to Urjanet’s software platform (the “Platform”) and/or exploring Urjanet’s technology, and ii) testing of Urjanet’s products and services (the “Urjanet Services”), and for no other purpose.
By accessing and using the Sandbox, you acknowledge that you have read, understood and agree to be bound by this Agreement. If you do not agree to these terms, you must immediately cease your access to and use of the Sandbox. The terms “we” and “our” refer to Urjanet. The terms “you” and “your” refer to the Customer and/or any person or entity accessing the Sandbox on behalf of the Customer.
If you are, or the Customer is, a direct competitor of Urjanet or work(s) for or with a direct competitor of Urjanet, you may not register for or access or use the Sandbox except with Urjanet’s prior written consent. In addition, the Sandbox may not be accessed or used for the purpose of monitoring performance or functionality, or for any other benchmarking or competitive purposes.
Urjanet reserves the right, at its sole discretion, to change, modify, add or remove all or any portion of this Agreement at any time without prior notice. Without prejudice to the foregoing, we will use reasonable means to notify you of any changes. If we modify this Agreement during the current Term of your Sandbox use, the new Agreement will become effective 30 days after the date of such notice. Your continued use of the Sandbox after the date the new Agreement is effective denotes acceptance of the new terms of this Agreement.
1. License Grant.
Subject to compliance with the terms and conditions of this Agreement, Urjanet grants the Customer a non-exclusive, non-sublicensable, non-transferable, revocable and limited right to access and use the Sandbox during the Sandbox Term (as defined below) for the purpose of i) developing an integration to the Platform and ii) testing of Urjanet’s products and services to assess whether you wish to subscribe to the Urjanet Services. Any additional usage rights made available to you by Urjanet shall be subject to the terms of this Agreement and shall be set forth in a separate written agreement by the parties.
2. User Accounts, Restrictions, and Conditions of Use.
2.1. User Accounts. The Sandbox is accessed via individual user accounts that are password-protected (each, a “User Account”). Customer shall have access to 1 Master Admin User Account and up to 5 Sub-Admin User Accounts during the applicable Term. User Accounts are for registered users and cannot be shared or used by more than one user. You are responsible for all activity that takes place on, in or through your User Accounts. You agree that you are responsible for keeping your password confidential and secure. You also agree that you are solely responsible and liable for any activities that occur under your User Accounts and for any harm caused to the Sandbox as a result of use under any of your User Accounts.
2.2. Restrictions. You agree that: (i) Urjanet has no obligation to maintain test data on its servers and will delete from its systems any such data submitted, uploaded or otherwise provided in connection with the Sandbox or any User Account; (ii) Urjanet may delete data in the Sandbox or any User Account on regular intervals without notice; (iii) only simulated, test data may be submitted or uploaded on or through any User Account (i.e., real names, addresses, etc., may not be used in connection with any User Account; (iv) load testing the Sandbox, any User Account, or the Platform is not permitted; and (v) Urjanet will not monitor or validate any information submitted, uploaded or otherwise provided by Customer on or through the Sandbox or any User Account.
2.3. Conditions of Use. The Sandbox is provided to you exclusively for evaluation purposes. You are not permitted to use the Sandbox for production use. You are permitted to use the Sandbox at no charge for the Term of the Agreement as defined in Section 3.1. Please note that your access to the Sandbox may be terminated without prior notice, and Urjanet reserves the right to revoke a User Account anytime, without prior notice at its sole discretion, including if/when a User Account is being used in violation of this Agreement. Additionally, Urjanet reserves the right to modify the Sandbox (or any part thereof), either temporarily or permanently, or discontinue the availability of the Sandbox at any time without prior notice to you. You agree that Urjanet shall not be liable to you or any third party for any modification, suspension, or termination of the Sandbox. You acknowledge and agree that Urjanet has no obligation to provide the Sandbox, now or in the future.
You are not permitted to use the Sandbox for any purpose not expressly specified in this Agreement. Without limiting the foregoing sentence, you agree:
- You are responsible for your conduct and content while using the Sandbox and for any consequences thereof;
- To use the Sandbox only for purposes that are legal, do not cause harm to Urjanet or any third party, and are in accordance with this Agreement and any applicable Urjanet policies or guidelines;
- To comply with all applicable laws regarding online conduct and acceptable content and not to use the Sandbox for any illegal purpose;
- Not to access the Sandbox for the purpose of designing or creating a product or service that is similar to or could be competitive with any Urjanet Services; and
- When using the Sandbox, you will not:
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- upload, post, email, transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful content;
- upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary rights of Urjanet or any third party;
- upload, post, email, transmit or otherwise make available messages that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by applicable law, this Agreement, or any applicable policies or guidelines;
- distribute any file that you know, or reasonably should know, cannot be legally distributed in such manner;
- impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;
- interfere with, disrupt, restrict or inhibit any other user from accessing, using or otherwise enjoying the Sandbox;
- remove any copyright, trademark or other proprietary rights notices contained in or on the Sandbox;
- interfere with or disrupt the Sandbox or servers or networks connected to the Sandbox;
- disobey or violate any requirements, procedures, policies or regulations of networks connected to the Sandbox;
- use the Sandbox to breach or otherwise circumvent any security or authentication measures;
- violate the law in any way or the privacy of others;
- create User Accounts by automated means or under false or fraudulent pretenses; or
- transmit any viruses, worms, defects, trojan horses, or any items of a destructive nature.
3. Term and Termination.
3.1 Term. This Agreement will commence as of the date that Urjanet provisions the Sandbox to Customer (“Effective Date”) and will remain in effect for six (6) months (the “Term”) unless terminated earlier in accordance with its terms.
3.2 Termination. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party (i) due to an uncured material breach of the other party; (ii) due to the insolvency or bankruptcy of the other party; or (iii) in the event of a change in the control or business operations of a party that the other party reasonably deems would affect such party’s ability to perform its obligations under this Agreement. Urjanet may in its sole discretion terminate this Agreement and your access to the Sandbox at any time.
3.3 Effect of Termination. Upon termination of this Agreement, the following will occur: (i) Customer will return to Urjanet any materials and information provided under this Agreement, including but not limited to any data made available to Customer by Urjanet in or through the Sandbox; and (ii) all rights granted to Customer under this Agreement, including but not limited to any User Accounts and the license to Customer to access and use the Sandbox, will immediately cease. In no event may Customer use any information it learns through its performance under this Agreement in a manner that could be detrimental to Urjanet.
Each party (“Receiving Party”) agrees that all non-public information it obtains from the disclosing party (“Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified in writing as confidential at the time of disclosure, is identified as confidential in writing within 30 days of the disclosure, or is of a nature that a reasonable person with knowledge of the Disclosing Party’s business would understand to be confidential. For the avoidance of doubt, Confidential Information includes all customer data, code, inventions, know-how, business, technical, financial and personal data the Receiving Party obtains from the Disclosing Party. Except as provided herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information of the Disclosing Party. The Receiving Party’s non-use and non-disclosure obligations hereunder will 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 becomes publicly available through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party without restriction on use and/or disclosure from a third party; (iv) is independently developed by or for employees of the Receiving Party without use of or reference to any Confidential Information of Disclosing Party; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). In the event Customer and Urjanet have executed a separate mutual Non-Disclosure or Confidentiality Agreement (however entitled, “MNDA”) and such Agreement is still in effect, the provisions of the MNDA will take precedence in the event of any conflict between the MNDA and this Agreement.
5. Intellectual Property.
Urjanet shall retain all right, title and interest in and to the Platform, Sandbox, Platform API’s, Platform documentation, Sandbox account documentation, Urjanet trademarks, trade names, service marks and logos, including all associated intellectual property rights and any derivatives of the foregoing and/or intellectual property associated therewith (“Urjanet Materials”). No title to or ownership of any Urjanet Materials is granted or otherwise transferred to Customer or any other entity or person under this Agreement. Customer will not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for any Urjanet Materials.
6. Ownership of Your Data.
As between Urjanet and you, you retain exclusive right, title and interest in and to all data that is not made available to you by Urjanet, either via the Sandbox or otherwise (“Your Data”). You are solely responsible for the accuracy, quality and integrity of Your Data, for the means by which you acquired Your Data, and for having the appropriate authorizations in place to provide and use Your Data in the Sandbox and/or the Urjanet Services. On termination or expiration of the applicable Term, Sandbox access rights and/or this Agreement, Urjanet shall delete all of Your Data. It is your responsibility to ensure that you have backed up and kept a copy of Your Data at all times.
7. No Disparagement or Non-Circumvention.
At no time during the Term of this Agreement and for a period of 2 years after the termination of this Agreement, neither party shall or permit its employees and agents to (i) make any statements, or take any other actions whatsoever to disparage, defame, sully or compromise the goodwill, name, brand or reputation of the other party or any of its affiliates; or (ii) take any action that would likely injure, hinder, or interfere with the other party’s business relationships.
8. Representations and Warranties.
You acknowledge that the Sandbox is provided on an “as is” and “as available” basis, without any warranty whatsoever. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement including, without limitation, that the Sandbox, the Urjanet Services and any associated services will be uninterrupted or virus- or error-free, that any services will be uninterrupted or virus- or error-free or that the Sandbox, the Urjanet Services and/or any associated services will meet your requirements or operate in combinations with hardware, software, platforms, systems or databases used by you or on your behalf. The Sandbox may contain errors or inaccuracies that could cause failures, including but not limited to data corruption or loss of data from the Sandbox and from peripherals (including, without limitation, servers and computers) connected thereto. You are responsible for backing up, to your own computer or other device, any data that you store or access via the Sandbox. Any activities that you perform using or accessing the Sandbox are at your own risk. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, URJANET MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SANDBOX, THE URJANET MATERIALS OR ANY OTHER SOFTWARE OR SERVICES PROVIDED HEREUNDER, AND ALL SUCH OTHER WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
9. Data Protection and Information Security.
9.1 Data Protection. Each party must ensure compliance with applicable state or national data protection laws at all times during the Term of this Agreement. The parties may enter into additional data sharing agreements in the event they share personal data from certain countries.
9.2 Security. Customer is solely responsible for the security of data residing on server(s) owned or operated by Customer, or a third party designated by Customer (e.g., a web hosting company, processor, or other service provider). Customer agrees that Customer will utilize commercially reasonable security practices in connection with accessing the Sandbox and will comply with all applicable Urjanet security protocols and policies and security advisories in effect during the Term of this Agreement. Customer acknowledges that Urjanet shall not be liable for any improperly processed or unauthorized transactions or illegal or fraudulent access to the Sandbox or any User Account.
10. Limitation of Liability.
In no event shall Urjanet be liable for any consequential, indirect, special, punitive or similar damages, or for loss of data or profit (whether actual or anticipated) or business interruption, arising out of the access to or use of, or inability to access or use, the Sandbox, the Urjanet Services or any associated services, even if Urjanet or an authorized representative of Urjanet has been notified orally or in writing of the possibility of such damage. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF URJANET, OR OF ITS OFFICERS, AGENTS AND LICENSORS TO ANY PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED US$100.
11.1 Expenses. Unless otherwise agreed to by the parties, each party will be responsible for costs and expenses incurred in connection with this Agreement.
11.2 Entire Agreement. This Agreement constitute the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes all previous agreements, statements and understandings from or between the parties regarding that subject matter.
11.3 Amendment. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
11.4 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and to:
Urjanet, Inc. 1350 Spring Street, NW, 3rd Floor, Atlanta, GA 30309
Attn: Legal Department
Customer: The address identified in the applicable registration form.
All Notices must be delivered by personal delivery, email or certified or registered mail (in the latter case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party (or upon delivery, if by email); and (ii) if the party giving the Notice has complied with the requirements of this Section.
11.5 Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control.
11.6 Waiver. No failure to exercise, or delay in exercising, any rights, powers or remedies arising from this Agreement will operate or be construed as a waiver of the rights of such a party to demand full compliance with the terms of this Agreement.
11.7 No Partnership. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever.
11.8 Severability. If any provision of this Agreement is declared invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability, the remainder of the Agreement will remain valid and enforceable to the fullest extent permitted.
11.9 Dispute Resolution.
11.9.1 In the event of a conflict, the parties will work in good faith to resolve the conflict through discussions between designated representatives of each party within thirty (30) days. If such authorized representatives are unable to resolve the conflict within thirty (30) days, each party will refer the conflict to the applicable vice president at each party for resolution. If the vice presidents are unable to resolve the conflict within ten (10) days, the parties will refer the conflict to binding arbitration administered as described in Section 11.9.2.
11.9.2 Any dispute, claim or controversy arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of three (3) arbitrators. The place of arbitration will be Atlanta, GA. The language to be used in the arbitral proceedings will be English. Judgment on the award may be entered in any court having jurisdiction.
11.9.3 THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF GEORGIA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES.
11.10 Cumulative Remedies. Except as otherwise expressly provided in this Agreement, all remedies in this Agreement are cumulative and in addition to (not in lieu of) any other remedies available to a party at law or in equity.
11.11 Assignment. Neither party may assign any part of this Agreement without the other party’s prior written consent. Any other attempt to transfer or assign is void.
11.12 Compliance with Laws. Customer will comply with all laws, policies, guidelines, regulations, ordinances, rules applicable to Customer. Customer shall comply with all the current policies, procedures and guidelines of Urjanet governing the Sandbox and associated services as provided by Urjanet to Customer from time to time. Urjanet reserves the right to amend, modify or change such policies, procedures, and guidelines at any time. Notwithstanding anything to the contrary, Customer may not provide to any person or export or re-export or allow the export or re-export of the Urjanet Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing, Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR Section 2.101, any software and documentation provided by Urjanet are “commercial items” and according to DFAR Section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR Section 227.7202 and FAR Section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
11.13 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same Agreement.
Please contact Urjanet, Inc. 1350 Spring Street, NW, 3rd Floor, Atlanta, GA 30309 Attn: Customer Support with any questions regarding this Agreement.