VEXCEL EVALUATION AND MUTUAL NONDISCLOSURE AGREEMENT
This Evaluation Agreement (“Agreement”) is entered into effective as of the date (the “Effective Date”) that the party wishing to license Vexcel’s product (“Licensee”) accepts the terms of this Agreement with Vexcel Imaging US, Inc., a Delaware corporation (“Vexcel,” and together with Licensee, the “Parties”) by checking the acceptance box. In consideration of the mutual covenants contained herein, Vexcel and Licensee agree as follows:
1. LICENSE TERMS
1.1 License Grant. Vexcel grants to Licensee during the Term a non-exclusive, non-transferable license to (a) use, reproduce, and modify the sample set of product that Vexcel provides in its evaluation “sandbox” (the “Evaluation Data”); and (b) create derivatives from the Evaluation Data, in all cases solely for Licensee’s internal use and solely for the purpose of evaluating whether to license products from Vexcel (the “License”). Vexcel may update the Evaluation Data at any time.
1.2 License Restrictions. Licensee shall not do any of the following, except and solely to the extent expressly permitted by Section 1.1 (License Grant): (a) copy, reproduce, modify, market, grant access to, display, distribute, sell, rent, lease, sublicense, assign, or commercially exploit the Evaluation Data; or (b) remove, bypass, or circumvent any electronic or other forms of protection included on or with the Evaluation Data.
2. ACCESS
2.1 Access. Licensee may access the Evaluation Data via the Vexcel API, the Vexcel Viewer, and if elected with respect to certain Evaluation Data which Vexcel makes available for on-premises delivery, via on-premises delivery from Vexcel. Vexcel grants Licensee a nonexclusive, nontransferable right to use the Vexcel API and the Vexcel Viewer, as applicable, to access the Evaluation Data for the duration of the Term. Vexcel does not guarantee access to the Evaluation Data through the Vexcel API or the Vexcel Viewer and Vexcel is under no obligation to provide Licensee with any support regarding the Vexcel API or the Vexcel Viewer or access to the Evaluation Data. Vexcel may terminate Licensee’s access to the Vexcel API and the Vexcel Viewer without notice if Licensee engages in abusive behavior. “Vexcel API” means the application programming interface that Vexcel currently provides to its customers that enables a user to access Vexcel’s hybrid cloud-based service that provides Vexcel’s products programmatically. “Vexcel Viewer” means Vexcel’s browser-based viewing application that allows users to interact with Vexcel’s products.
2.2 Access Security. Licensee must keep its users’ login credentials, including without limitation usernames and passwords, secure and confidential and must use commercially reasonable efforts to prevent unauthorized access to or use of its account. Licensee must promptly notify Vexcel of any unauthorized access or use of Vexcel’s product, including the Evaluation Data.
3. OWNERSHIP
Vexcel owns all right, title, and interest in the Evaluation Data and Vexcel’s product, all copies thereof and customizations and modifications thereto, all materials used by Vexcel to provide the Evaluation Data, and the Vexcel trademarks and trade names authorized by Vexcel (collectively, the “Vexcel Materials”). Except for the License, nothing herein transfers or conveys to Licensee any right, title, or interest in the Vexcel Materials. Licensee shall not take any action with respect to Vexcel’s intellectual property that is inconsistent with the foregoing.
4. FEES
Licensee may use the License free of charge. If Licensee intentionally consumes Vexcel product other than the Evaluation Data, or if Licensee consumes any Vexcel product (including Evaluation Data) outside of the Term, then Licensee shall pay Vexcel Vexcel’s current price for such product. Any amounts due under this Agreement shall be invoiced and paid in U.S. dollars net 30 days from date of invoice.
5. LICENSEE COVENANTS
5.1 Compliance with Laws. The Parties shall comply with all applicable laws and regulations in performing their obligations under the Agreement, including all applicable employment, tax, data-privacy, export-control, and environmental laws and regulations; provided that Vexcel’s compliance with applicable data-privacy laws and regulations is conditioned upon Licensee’s compliance with Section 5.3. In addition, Licensee waives any damages that may be recovered as a result of a breach by Vexcel of applicable data-privacy laws if Licensee would not have incurred such damages but for Licensee’s use of the Evaluation Data beyond internal use. The Parties shall not export, re-export, sell, resell, or transfer any export-controlled commodity, technical data, or software (a) in violation of any law, regulation, order, policy, or other limitation imposed by the United States (including the United States Export Administration regulations) or any other government authority with jurisdiction; (b) to any country in violation of any applicable embargo; or (c) to any country for which an export license or other governmental approval is required at the time of export, without first obtaining all necessary licenses or equivalent. Without limiting the foregoing, the Parties shall comply with the United States Foreign Corrupt Practices Act and any anti-bribery or similar law or regulation in any jurisdiction where business is conducted or services performed in connection with the Agreement.
5.2 Compliance with Terms of Google Maps/Google Earth for Viewer Use. The Viewer may use geocoding services accessed from Google Maps/Google Earth. If Licensee uses the Viewer, Licensee shall comply with the Google Maps/Google Earth Additional Terms of Service posted at https://www.google.com/intl/en_us/help/terms_maps.html (the “Google-Maps Terms”) when using any Google geocoding services. If there is any inconsistency between this Agreement and the Google-Maps Terms, the Google-Maps Terms will control.
5.3 No PII. Licensee shall not share any information with Vexcel when accessing the Vexcel API or using the Evaluation Data in any manner that can be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual (“PII”). Vexcel does not accept PII associated with Licensee’s licensing of the Evaluation Data and hereby rejects any submissions of PII.
5.4 No Reverse-Engineering. Licensee shall not reverse engineer, decompile, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how, or other information from the executable code portions of the Vexcel API, the Vexcel Viewer, or Vexcel’s hybrid cloud-based service, except to the extent allowed by applicable law.
6. WARRANTY DISCLAIMER
[… this section remains unchanged and should be inserted as-is from your original …]
7. CONFIDENTIAL INFORMATION
[… this section remains unchanged and should be inserted as-is from your original …]
8. LIMITATION OF LIABILITY
[… same as original …]
9. INDEMNIFICATION
[… same as original …]
10. TERM AND TERMINATION
[… same as original …]
11. GENERAL
11.1 Entire Agreement; Amendments; Waiver. [updated paragraph]
11.2 No Partnership. This Agreement shall not be construed to establish any form of partnership, agency, or other joint venture between Vexcel and Licensee. Each Party shall act as an independent contractor and not as an agent of the other Party.
11.3 Injunctive Relief. [as in original]
11.4 Cumulative Remedies. [as in original]
11.5 Governing Law; Venue. [as in original]
11.6 Assignment. [as in original]
11.7 Notice. [as in original]
11.8 Section Headings. [as in original]
11.9 Severability. [as in original]
Accepted on 10/23/2025 at 00:58:32 by {Name (First):1.3} {Name (Last):1.6}, as a representative of and on behalf of {Company:3}.
