HeroDevs SAAS Evaluation Online Terms

YOU (“USER”), BY USING THE SERVICES, HEREBY ACCEPT THE BELOW GENERAL TERMS FOR THE EVALUATION OF SERVICES AND AGREE TO THESE HERODEVS SAAS EVALUATION ONLINE TERMS (COLLECTIVELY, THE “TERMS”). IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT USE THESE SERVICES. YOU FURTHER ACKNOWLEDGE THAT THE ADDRESS ON FILE FOR YOU (INCLUDING YOUR REGISTERED EMAIL) MAY BE USED FOR ANY AND ALL NOTICES WITH RESPECT TO THESE TERMS.

General Terms for the Evaluation of Services

1. Scope of Services

These Terms establish the terms and conditions which shall govern User's use of the Services for the sole purpose of evaluating the Services. User acknowledges and agrees (a) The Services are proprietary to HeroDevs, who retains exclusive title to its intellectual property rights in and to the Services, (b) User's rights in and to the Services are limited to those expressly granted herein and (c) HeroDevs reserves all rights not expressly granted hereunder.

2. Usage Rights, Restrictions, and Equipment
   2.1. Usage Rights. Subject to User's compliance within the terms of these Terms, User is receiving a non-exclusive, non-transferrable, non-sublicensable, and limited license to evaluate the Services for its internal business purposes only. User's evaluation of the Services may be limited in feature and functionality and may only represent a sample of the full feature and functionality of the paid version of such Services.
   2.2. Restrictions. User may not, nor will User authorize any third-party to: (a) assign, lease, license, loan, sell, sublicense, or transfer any part of the Services or Documentation except as expressly authorized herein; (b) decompile, disassemble, modify, or reverse engineer any portion of the Services, or attempt to discover the source code or underlying Intellectual Property Rights of HeroDevs; (c) use the Services to analyze any third party data; (d) use the Services in a way that violates any applicable laws or regulations; (e) attempt to access, modify, or destroy any information on the Services; (f) create any derivative works from the Services (any derivative works from the Services shall be owned by HeroDevs); or (g) run any testing or software against the Services.
   2.3. Equipment. User acknowledges that to fully evaluate the Services, certain hardware equipment and utilities are necessary and that User is solely responsible for, including all costs associated with, supplying, and maintaining, the equipment and utilities.
   2.4. Future Functionality. User acknowledges and agrees that its purchase of any Order Form shall be for the Services established in such Order Form only and that User's purchase is not dependent upon any future customizations, developments, features, or functionality.
   2.5. NO SUPPORT OR WARRANTIES. USER ACKNOWLEDGES AND AGREES THAT HERODEVS WILL HAVE NO OBLIGATIONS TO PROVIDE ANY SUPPORT OR WARRANTY, OF ANY KIND INCLUDING ACCURACY OR COMPLETENESS, FOR USER'S EVALUATION OF THE SERVICES.
3. Term and Termination
   3.1. Term. The term for these Terms shall begin on the date you accept these Terms(the “Effective Date”) and will end upon the completion of the Term.
   3.2. Termination for Convenience. HeroDevs may terminate these Terms at any time for any reason and immediately upon notice to User.
   3.3. Effect of Termination. Upon termination, all User's rights to the Services shall terminate and User shall cease all use of the Services.
   3.4. Survival. The following sections will survive the termination of these Terms for as long as reasonably necessary to effectuate the intent of such Sections: 4, 6, 8, 9, 10, 11, 13.1, 13.2, and 14.
4. Feedback and Data
   4.1. Feedback. User may provide HeroDevs with feedback in the form of data, improvements, or suggestions to further enhance the Services (each, a “Feedback”). User acknowledges and agrees that all Feedback shall be solely and exclusively owned by HeroDevs.
   4.2. Usage Data. Except for any User Data, which shall be solely owned by User, HeroDevs shall solely and exclusively own all rights and title to all Usage Data.
5. Third Party Software

The Services may contain open source or community source software (the “Open Source Software”), which are included under separate license terms (the “OSS Terms”). Where applicable, an index identifying the Open Source Software applicable to the Services will be made available upon written request. User's use of the Open Source Software in conjunction with the Services in a manner consistent with the terms of these Terms is permitted. User may, however, have broader rights under specific OSS Terms and nothing in these Terms is intended to impose further restrictions on User's use of any such Open Source Software. OPEN SOURCE SOFTWARE AND OTHER THIRD-PARTY SOFTWARE ARE PROVIDED “AS-IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND HERODEVS FURTHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THIRD PARTY SOFTWARE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HERODEVS NOR THE LICENSORS OF THIRD-PARTY SOFTWARE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE THIRD-PARTY SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Copyrights to Third-Party Software are held by the copyright holders indicated in the copyright notices in the corresponding source files.

6. Confidentiality
   6.1. Disclosure. The parties agree to use the Confidential Information of the other party in accordance with and solely to perform its obligations under these Terms. Further, the party receiving (the, “Receiving Party”) such Confidential Information of the other party (the, “Disclosing Party”) will not disclose the Disclosing Party's Confidential Information to any (a) third party without the Disclosing Party's prior written consent ,or (b) to its employees, representatives, or subcontractors (the “Agents”), except where such Agents (i) a need to know; and (i) an obligation to keep such Confidential Information in confidence. Receiving Party shall be, at all times, fully liable to the actions or omissions of any such Agents.
   6.2. Exclusions. Confidential Information does not include any information that (a) is generally known or available to the public through no act or omission from the Receiving Party; (b) is known by the Receiving Party without any (i) violations or breaches of confidentiality; or (ii) restrictions; or (c) is independently developed by the Receiving Party without the use of Disclosing Party's Confidential Information.
   6.3. Injunctive Relief. The parties acknowledge that breaches of the obligations of this Section 6 may cause the Disclosing Party irreparable injury for which an adequate remedy at law may not be available. As such, the Disclosing Party shall be entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever remedies may be available at law.
7. Representation 7.1. Compliance with laws. The parties will comply with all applicable laws and regulations applicable to these Terms, governmental requirements, and industry standards, including those with respect to data privacy, data protection, and export/ trade regulations, with respect to the Services.
   7.2. Data Privacy. HeroDevs will implement reasonable security measures to comply with all applicable data privacy regulations if, or when, processing any Personal Data under these Terms. HeroDevs will keep all Personal Data confidential, except as necessary to fulfill its obligations under these Terms. User shall be responsible for User data (including User Personal Data). User grants to HeroDevs the non-exclusive right to process User data, where necessary and, in accordance with HeroDev's Data Processing Policy: https://www.herodevs.com/privacy-policy.

For purposes of this section, “Personal Data” means personal data as defined by the applicable laws as set forth by its specific regulating body.

8. Indemnification—User Content

User agrees to indemnify and hold HeroDevs harmless from and against all damages, costs, and fees, including reasonable attorneys' fees, arising from any claim by a third party due to, or related to, User Data. User's obligations under this Section 8 are conditional upon the following: (a) HeroDevs promptly notifies, in writing, User of any such claim; (b) HeroDevs granting sole control of any such defense or settlement; and (c) HeroDevs supplying User with reasonable assistance. User may not enter into an admission or a settlement that would place any liability upon HeroDevs without first obtaining HeroDevs' written authorization.

9. Limitation of Liability
   9.1. Exclusion of Damages. Notwithstanding anything to the contrary, these Terms does not limit liability due to: (a) death or personal injury caused by gross negligence; (b) fraudulent misrepresentations or willful misconduct; (c) violations to the usage rights or conditions hereunder; or (d) the misappropriation of intellectual property. SUBJECT TO THE FOREGOING SENTENCE, IN NO EVENT WILL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THESE TERMS, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. User acknowledges that HeroDevs would not be able to provide the Services without the limitations set forth in this Section 9.1. User may have other rights under applicable mandatory local laws. These Terms do not change User's rights under applicable mandatory local laws if such laws do not permit it to do so.
   9.2. CAP ON LIABILITY. SUBJECT TO THE EXCLUSIONS UNDER SECTION 9.1, IN NO EVENT WILL HERODEVS', ITS AFFILIATES' OR ITS SUBSIDIARIES' OR ITS SUPPLIERS' AGGREGATE LIABILITY UNDER THIS THESE TERMS EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).
10. Notice

Unless as otherwise stated, all notices or communications required or permitted under these Terms shall be deemed delivered to either the respective addresses or e-mail address on file. All such notices, if mailed, must be accompanied by an electronic mail at the address provided for below, where available.

For notices to HeroDevs, the following address shall be used:

HeroDevs, Inc. 8850 S 700 E #2437
Sandy, UT 84070
United States

With a copy to legal@herodevs.com.

11. Jurisdiction and Venue
    11.1 The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the parties with respect to these Terms. The parties further agree that the Uniform Computer Information Transactions Act or any version thereof shall not apply to these Terms.
    11.2 These Terms will be governed by and construed in accordance with the laws of the state of California, excluding any conflict of laws. Any legal action or proceedings arising under these Terms will be brought exclusively in the federal or state courts located in Santa Clara County, California and the parties irrevocably consent to such personal jurisdiction and venue herein.
12. Assignment

User may not assign these Terms, any corresponding Order Form, or any Subscriptions in whole or in part without the prior written consent of HeroDevs.

13. Miscellaneous
    13.1. Controlling Language. These Terms have been prepared in the English language. The parties agree that English is the controlling language for these Terms and any other languages for which these Terms may have been prepared under, discussed in, or reviewed on are purely for convenience purposes and that the English language controls for any inconsistencies or differences between any other language.
    13.2. Non-exclusive Remedy. Except as expressly set forth in these Terms, the actions or inactions taken by either party of any of its remedies under these Terms will be without prejudice to any other remedies for which it may have under these Terms, as prescribed by law, or otherwise.
14. Definitions

For purposes of these Terms, the following terms are defined as follows:

14.1. Confidential Information means includes: (a) software, in byte code or source code form, including any documentation associated with such software; (b) technical or training information, regardless of how such technical or training information is delivered; (c) business plans, service road maps, pricing information; (d) any information that is marked “confidential” or “proprietary” at the time of disclosure; or (e) any other information where a party would reasonably believe to be confidential.

14.2. User Data means any data User inputs into the Services in accordance with these Terms and any associated Order Form.

14.3. Documentation means any manuals, instructions, or guidelines that are provided by HeroDevs, delivered in any medium, along with, or supplemented to, the Services as performed under these Terms.

14.4. Intellectual Property Rights means all intellectual property rights established within any documentation, products, services, or software (collectively, the “Technology”), which includes but is not limited to, algorithms, copyright, designs, patents, trademarks, or trade secrets to such Technology.

14.5. Services means the software as a service solution to which HeroDevs offers to its customer base, generally, and to which User is purchasing a Subscription to pursuant to the terms of these Terms and the applicable Order Form.

14.6. Software means and represents, where available, specific portions of the Services that HeroDevs may authorize User to download and install to be operated on User's local instance (on-premises).

14.7. Third Party Software means any third-party software, including open source software, which may be embedded within the Services.

14.8. Usage Data means the analyzed, aggregated, and de-identified result of the data that is input into, or generated by, User's use of the Services, whether performed by User or HeroDevs. Usage Data will be in the form of analysis, reports, studies, or any other work product that may result from assessing such Usage Data.