Authorized User License Agreement
7 April 2023
This Authorized User License Agreement is a binding agreement between TripleBlind Inc. (“Licensor” or “TripleBlind”) and the person or entity identified as an authorized user (“Authorized User” or “You”) pursuant to a Software Subscription Agreement (“Software Subscription Agreement”) by and between TripleBlind and its contracted customer (“Customer” or “Licensee”) to license access and use of TripleBlind’s in the cloud SaaS platform (“Software Subscription Platform”) to Authorized Users like You.
Subject to the terms and conditions of this Customer AULA, TripleBlind shall provide the necessary passwords and network links or connections to allow You to access and use the Software Subscription Platform.
You shall immediately cease use of the Software Subscription Platform upon the earlier of completion of Your participation in the relevant activities with Customer, or receipt of written notice from Customer or TripleBlind that your authorized use or the Software Subscription Agreement has terminated or expired.
TRIPLEBLIND PROVIDES ACCESS AND USE OF THE SOFTWARE SUBSCRIPTION PLATFORM SOLELY ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT BY CLICKING THE “REGISTER” BUTTON AND CHECKING THE BOX ON THE REGISTRATION FORM.
YOU, AS AUTHORIZED USER (A) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF AUTHORIZED USER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF AUTHORIZED USER AND BIND AUTHORIZED USER TO ITS TERMS.
IF AUTHORIZED USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE ACCESS AND USE OF THE SOFTWARE SUBSCRIPTION PLATFORM TO AUTHORIZED USER AND YOU MUST NOT ACCESS OR USE THE SOFTWARE SUBSCRIPTION PLATFORM OR DOCUMENTATION.
- License to Access and Use.
- Software Subscription Platform. Licensor hereby grants to Authorized User, subject to and conditioned on Customer’s payment of Fees as described in the Software Subscription Agreement, a non-exclusive, non-transferable license right to access and use the Software Subscription Platform described in the Software Subscription Agreement solely for Customer’s internal business purposes and otherwise in accordance with the terms and conditions herein.
- Documentation. TripleBlind hereby grants to Authorized User a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Software Subscription Platform.
- Restrictions. Authorized User shall not at any time, directly or indirectly, and shall not permit any third party, to: (i) copy, modify, or create derivative works of the Software Subscription Platform or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software Subscription Platform or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any Software Subscription Platform component of the Software Subscription Platform, in whole or in part; (iv) remove any proprietary notices from the Software Subscription Platform or Documentation; or (v) use the Software Subscription Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
- Intellectual Property. Authorized User acknowledges that TripleBlind, or the respective third-party owner, shall retain sole and exclusive title to, and ownership of, the Software Subscription Platform, including any enhancements or improvements to same, and any and all ideas, feedback, suggestions, and other input expressed or provided by Authorized User, solely with respect to the Software Subscription Platform (including documentation). You acknowledge that access and use of the Software Subscription Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software Subscription Platform under this Agreement, or any other rights to the Software Subscription Platform other than to access and use the Software Subscription Platform in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. TripleBlind shall retain its entire right, title, and interest in and to the Software Subscription Platform and all intellectual property rights arising out of or relating to the Software Subscription Platform, subject to the license expressly granted to the Licensee in this Agreement. You shall use commercially reasonable efforts to safeguard the Software Subscription Platform (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
- Infringement. Authorized User shall defend, indemnify, and hold Customer, its officers, directors, employees, agents, contractors and affiliates harmless against all claims, suits, actions, liability, damages, fees (including reasonable attorney’s fees), and losses arising out of any unauthorized use of the Licensed Products or breach of this Customer AULA by Authorized User or any employee, contractor or agent of Authorized User. Authorized User shall be given reasonably prompt notice of such claim, and given information, reasonable assistance (except financial), and sole authority to defend or settle the claim, provided Authorized User shall not have the right to settle any criminal action, suit or proceeding, and provided further that any settlement permitted hereunder shall not impose any financial or other obligation on Customer, impair any right of Customer, or contain any stipulation, admission or acknowledgement of wrongdoing on the part of Customer. The obligations of Authorized User stated in this Section survive termination, expiration, non-renewal, or rescission of the Agreement.
- Disclaimer of Liability. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE SUBSCRIPTION PLATFORM. AS AUTHORIZED USER, YOU ARE PROVIDED THE SOFTWARE SUBSCRIPTION PLATFORM PURSUANT TO THE SOFTWARE SUBSCRIPTION AGREEMENT BETWEEN LICENSOR AND CUSTOMER. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT SOFTWARE SUBSCRIPTION AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE SUBSCRIPTION PLATFORM SHALL BE SOLELY TO CUSTOMER PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
- Export Regulation. The Software Subscription Platform may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software Subscription Platform to, or make the Software Subscription Platform or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software Subscription Platform available outside the US.
- Governing Law. This Customer AULA is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.