Last Updated: February 4, 2025
IMPORTANT-READ CAREFULLY: BY DOWNLOADING, INSTALLING, OR USING THE SERVICES, YOU (“LICENSEE”) AGREE TO BE BOUND BY THE TERMS OF THIS EVALUATION AGREEMENT (“AGREEMENT”). THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS FOR THE USE OF THE SERVICES WITH WHICH THIS AGREEMENT IS PROVIDED. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS AND/OR USE THE SERVICES GLANCE NETWORKS, INC. (“GLANCE”) MAKES AVAILABLE THROUGH ITS WEBSITE (THE “SERVICES”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT GLANCE MAY REMOTELY DISABLE YOUR ACCESS TO THE SERVICES.
1. Right to Use Services.
Glance grants to Licensee a non-exclusive, non-transferable, royalty-free, revocable license, during the Term only, to access and use the Services solely for testing and evaluation purposes. Licensee shall not use the Service for any production purpose nor shall Licensee directly or indirectly allow access to and use of the Service by any third party. The “Term” shall mean the 14-day period commencing on the date that Glance provides Licensee access to the Services, or such other period as agreed to by Glance.
2. Restrictions on Use of Service.
Licensee’s use of the Service is subject to the following restrictions. Except as expressly permitted in this Agreement, Licensee shall not, and shall not permit others to, (a) use, access, copy, or otherwise reproduce the Service in whole or in part; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Service; (c) distribute, sublicense, assign, share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the Service or Licensee’s right to use the Service; or (d) remove any proprietary notices or labels on the Service. All rights not expressly granted to Licensee are reserved by Glance. There are no implied rights. The Service may only be used and accessed by Licensee and its employees.
3. Termination.
This Agreement shall expire upon the earlier of (a) the expiration of the Term or (b) termination by either party upon written notice to the other party. Upon termination or expiration of this Agreement, Licensee shall immediately surrender all rights, licenses, and privileges granted under this Agreement, and shall cease accessing and using and return all property in its possession belonging to Glance, including without limitation the Service and Confidential Information (defined below). Sections 2 through 8 will survive termination or expiration of this Agreement.
4. Proprietary Rights.
Glance and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the Service, including all associated intellectual property rights. Licensee acknowledges that the Service, including associated screen displays and menu features, constitutes the valuable trade secret of Glance or its licensors and is a copyrighted work owned by Glance or its licensors and protected by federal and international copyright laws. Licensee agrees that all intellectual property rights and all other ownership in any ideas, modifications, or suggestions it proposes, creates, or authors relating to the Service (“Suggestions”) are hereby assigned to Glance and shall be the sole and exclusive property of Glance. Glance will have sole discretion as to whether and how to implement any such Suggestions into the Service.
5. Disclaimer of Warranty; Disclaimer of Liability.
(a) THE SERVICE IS PROVIDED “AS IS” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE.
(b) EXCEPT FOR GLANCE’S INDEMNIFICATION OBLIGATIONS IN SECTION 7 HEREIN, GLANCE AND ITS LICENSORS SHALL HAVE NO LIABILITY TO LICENSEE (OR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS, OR PARTNERS) OR ANY THIRD PARTY RELATING TO THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. IN NO EVENT WILL GLANCE OR ITS LICENSORS OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE PERFORMANCE OF THIS AGREEMENT ON BEHALF OF GLANCE, INCLUDING ITS EMPLOYEES, AFFILIATES, AGENTS, PARTNERS, REPRESENTATIVES, OR SUBCONTRACTORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, INCIDENTAL, EXEMPLARY, COVER OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR REVENUE, LOST BUSINESS OPPORTUNITIES, LOST SAVINGS, LOST DATA, OR COMPUTER FAILURE, EVEN IF GLANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Confidentiality.
During the Term of this Agreement, each party (“Discloser”) may disclose or provide to the other (“Recipient”) certain technical or business information that it wishes to remain confidential. Recipient should consider all of this as “Confidential Information”, whether or not marked as such. Recipient may use this Confidential Information only for the purpose of performing its obligations under this Agreement, and may not disclose any Confidential Information to any third party. Without limitation, Glance’s Confidential Information includes the Service. Each Recipient acknowledges and agrees that, due to the unique nature of this Confidential Information, there can be no adequate remedy at law for breach of this Section and that such breach would cause irreparable harm to Discloser; therefore, in the event of a breach or threatened breach of this Section by Recipient, Discloser shall be entitled to immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement.
7. Indemnification.
(a) Glance Indemnification. Glance will indemnify, defend and hold Licensee harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) incurred arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Licensee alleging that the use of the Service as permitted hereunder infringes any copyright or trademark, or constitutes a misappropriation of a trade secret of a third party, provided that Licensee gives Glance: (a) prompt written notice of any such claim or threatened claim; (b) sole control of the defense, negotiations and settlement of such claim; and (c) full cooperation in any defense or settlement of the claim (at Glance’s cost). Excluded from the above indemnification obligations are claims to the extent arising from (a) use of the Service in violation of this Agreement or applicable law, (b) use of the Service after Glance notifies Licensee to discontinue use because of an infringement claim, (c) any claim relating to any third party content or Licensee content, (d) modifications to the Service made other than by Glance (where the claim would not have arisen but for such modification), or (e) the combination, operation, or use of the Service with software or equipment which was not provided by Glance, to the extent that Licensee’s liability for such claim would have been avoided in the absence of such combination, operation, or use. The rights and remedies granted Licensee under this Section state Glance’s entire liability, and Licensee’s exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party, whether arising under statutory or common law or otherwise.
(b) Licensee Indemnification. Licensee shall indemnify, defend, and hold Glance harmless from and against any and all Losses resulting from a claim, suit, action, or proceeding brought by any third party against Glance that arises out of or results from the Licensee content used or displayed in accordance with the Service.
8. Miscellaneous.
(a) Assignment. Neither this Agreement nor any interest herein may be assigned or otherwise transferred (by operation of law or otherwise) in whole or in part by Licensee.
(b) Independent Contractors. Nothing in this Agreement shall be construed to imply a joint venture, partnership or agency relationship between the parties; Glance shall be considered an independent contractor when performing any services in connection with this Agreement.
(c) Waiver. No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving party.
(d) Severability. If any provision or portion of this Agreement is held to be unenforceable or invalid, the remaining provisions and portions shall nevertheless be given full force and effect, and the parties agree to negotiate, in good faith, a substitute valid provision which most nearly affects the parties' intent in entering this Agreement.
(e) Governing Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts, without regard to principles of conflicts of laws. Each party consents to, and agrees that each party is subject to, the exclusive jurisdiction of the state and federal courts of the Commonwealth of Massachusetts with respect to any actions for enforcement of or breach of this Agreement. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Application of the U.N. Convention of Contracts for the International Sale of Goods is expressly excluded.
(f) Entire Agreement. This Agreement is the entire agreement of the parties, and supersedes all prior and contemporaneous agreements and communications, whether oral or in writing, between the parties with respect to the subject matter of this Agreement, and no amendment or modification of this Agreement shall be effective unless made in writing and duly signed by authorized representatives of Glance and Licensee.
(g) Compliance with Law. Licensee is solely responsible for ensuring that its use of the Service is in compliance with all foreign, federal, state, and local laws and regulations, and Licensee represents and warrants to Glance that it will comply with this subsection.