Updated: February 2023
THESE FREE TRIAL TERMS AND CONDITIONS (“AGREEMENT”) GOVERN YOUR (“YOU” or “YOUR”) ACCESS TO AND USE OF URSA SPACE SYSTEMS INC.’S (“COMPANY”) SUBSCRIPTION SERVICE ON A FREE TRIAL BASIS (“SUBSCRIPTION SERVICES”). THIS AGREEMENT BECOMES BINDING AND EFFECTIVE ON YOU UPON THE EARLIEST OF: (1) WHEN YOU ACCESS OR USE THE FREE TRIAL SERVICES, OR (2) WHEN YOU CLICK AN “I ACCEPT,” “SIGN UP,” OR SIMILAR BUTTON OR CHECK BOX REFERENCING THIS AGREEMENT.
- If you register on Company’s website for a free trial, subject to its sole discretion, Company may make the Subscription Services available to you until the earlier of: (a) the end of the free trial period; (b) the start date of any payable Subscription Services ordered by you; or (c) termination by Company. During your free trial, you may access and use the Subscription Services for evaluation purposes only. You shall be responsible for maintaining the security of Your login credentials and you shall not share those credentials with any third party or otherwise permit any third party to use the Subscription Services. In its sole discretion, Ursa may terminate this Agreement and/or indefinitely suspend Your access to the Subscription Services without cause and without notice. Paragraphs 2-6 shall survive any expiration or termination of this Agreement.
- You acknowledge that all right, title, and interest in and to the Subscription Services and all underlying software, technology, and other intellectual property belong exclusively to Company or its licensors. You shall at no time: (a) lease, rent, loan, license, sublicense, or otherwise permit the use of or access to the Subscription Services by or for the benefit of any third party; (b) copy any feature, design, or graphic in the Subscription Services; (c) attempt to circumvent any security device or access or derive the source code or architecture of the Subscription Services; (d) use or access the Subscription Services in order to build a competitive solution or to assist someone else to build a competitive solution; (e) load or penetration test the Subscription Services or otherwise use the Subscription Services in any way that is, or could reasonably be expected to be, detrimental to Company’s ability to provide services to any other customer; (f) use any Subscription Services to access the data of any other customer of Company; (g) use the Subscription Services in a fraudulent manner or in any manner that violates any applicable law, ordinance, regulation, or administrative order; or (h) directly or negligently permit any third party to do any of the foregoing. Any data that is input and/or stored in any Company system pursuant to your use of the Subscription Services during your free trial will be permanently lost unless you purchase a paid subscription to the Subscription Services before the end of the trial period.
- COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, COMPANY IS PROVIDING THE SUBSCRIPTION SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND COMPANY DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS AND YOU WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBSCRIPTION SERVICES OR THEIR PERFORMANCE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN PARTICULAR, COMPANY DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL MEET YOUR EXPECTATIONS OR BE SECURE, ACCURATE, RELIABLE, ERROR-FREE, OR OPERATE ON AN UNINTERRUPTED BASIS OR IN COMBINATION WITH ANY OTHER HARDWARE OR SOFTWARE. YOU FURTHER AGREE THAT: (I) ANY ACTION TAKEN, EXPENDITURES MADE, OR RESULTS PRODUCED BY YOU BASED ON ANY OR USE OF THE SUBSCRIPTION SERVICES SHALL BE AT YOUR OWN RISK; AND (II) URSA DOES NOT CREATE, OPERATE, OR ENDORSE ANY DATA, INFORMATION, OR THIRD-PARTY PRODUCTS OR SERVICES USED IN CONJUNCTION WITH THE SUBSCRIPTION SERVICES
COMPANY’S AGGREGATE LIABILITY TO YOU ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL IN NO EVENT EXCEED USD $50.00.
- You shall indemnify, defend, and hold harmless Company and its affiliates and their respective employees, owners, directors, shareholders, and agents from and against any loss, cost, damage, or expense (including reasonable attorneys’ fees and other costs related to a legal defense) in respect of any claim that relates to: (a) Your usage of the Subscription Services and/or data or any other content input to, stored in, or processed by any Company system in connection with Your use of the Subscription Services; (b) any breach of this Agreement by You or anyone using Your log in credentials; or (c) any negligence or willful misconduct committed by You in connection with Your use of the Subscription Services. In the event of any dispute between the parties concerning the terms this Agreement, the substantially prevailing party in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.
- You acknowledges that the Subscription Services may be subject to United States export control laws. Accordingly, You shall not, directly or indirectly, export or permit the use of the Subscription Services: (a) in violation of United States export laws, (b) to or in the Crimean Federal District, Cuba, Iran, North Korea, Sudan, or Syria, or (c) to or in any country subject to a U.S. trade embargo or sanction or to or by any resident or national of those countries, or to or by any person, organization, or entity on any of the restricted parties lists maintained by any United States government agency. You shall indemnify, defend, and hold harmless Ursa, its affiliates, and its and their respective employees, officers, contractors, agents, and suppliers from and against any and all losses, damages, and expenses, including attorneys’ fees and other costs of legal defense, arising out of or related to Your breach of this paragraph. You represent and warrant that you shall comply with all applicable local, state, federal, and foreign laws, rules, and regulations with respect to your use of the Subscription Services.
- You agree that all information (“Confidential information”) as a result of Your use of the Subscription Services may only be used for the purposes of evaluating the Subscription Services and shall not be disclosed to any third party without the prior consent of Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
- This agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its choice of law principles. Each Party agrees that any judicial proceeding brought to enforce or in relation to any provision of this Agreement shall be brought exclusively in the state and federal courts located in the State of New York and the Parties waive any objections to jurisdiction or venue of any such court. In the event that one or more terms of this Agreement becomes or is declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, each such term shall to the extent of such illegality or unenforceability be null and void and shall be deemed deleted from this Agreement and all other terms shall remain in full force and effect. This agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and cancel and supersede all prior oral and written negotiations, agreements, or understandings between the parties with respect to the subject matter hereof. No modification of any provision of this agreement shall be valid or binding unless made in writing and signed by an authorized officer of Company. Company’s failure at any time to require performance of any provision of this agreement or to exercise any right provided for herein shall not be deemed a waiver of such provision or such right. All waivers by Company must be in writing. The remedies provided herein are in addition to, and not exclusive of, any other remedies a party may have at law or in equity. These Agreement is personal to You and You may not transfer or assign any of Your rights or obligations hereunder without the prior written consent of Company.