Professional License Trial Terms

Last Updated Date: November 8, 2016

PLEASE READ THIS PROFESSIONAL LICENSE TERMS (“AGREEMENT”) CAREFULLY. BY CLICKING A BOX INDICATING ACCEPTANCE, DOWNLOADING OR USING THE LICENSED SOFTWARE (AS DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND AGREE TO THEM. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT WISH TO BE BOUND BY THE TERMS, THEN YOU MUST NOT USE THE LICENSED SOFTWARE.

1. Proof of Concept; Software License

1.1 Proof of Concept.

You acknowledge and agree that the Licensed Software is a proof of concept version that may contain bugs, defects and errors and that the Licensed Software is not expected to function fully upon installation. You further acknowledge and agree that the Licensed Software is being supplied to you without charge in exchange for your evaluation of the Software.

1.2 License Grant.

Subject to the terms and conditions of these Terms, Realm hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited, royalty-free license to use the unmodified Licensed Software (in object code form only), without the right to re-distribute to any third party, solely for your internal testing and evaluation purposes. This license does not authorize you to deploy commercial production versions of mobile applications with Licensed Software integrated as backend. Any continuation of the license after the end of such term will be on terms and conditions to be agreed by you and Realm, at the parties’ respective options and discretion. The “Licensed Software” shall mean the Professional Edition of the Realm Platform. The Licensed Software does not include other Realm software products or components, some of which Realm may make available under open source software licenses such as the Apache License, version 2.0. A list of some of Realm’s software products, and some of the other components of the Realm Platform, and the licenses under which Realm makes them available, is available at:

2. Restrictions

All rights in the Licensed Software not expressly granted under these Terms are reserved to Realm or its licensors. Without limiting the foregoing (except to the extent such restriction is expressly prohibited by applicable law), Customer shall not, and shall not permit others under its control to: (1) use the Licensed Software except to the extent permitted in Section 1.2; (2) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract the source code of the Licensed Software or any component thereof (or the underlying ideas, algorithms, structure or organization of the object code in the Licensed Software); (3) permit any parent, subsidiaries, affiliated entities or third parties to use the Licensed Software; (4) assign, sublicense, transfer, lease, rent or otherwise distribute or make available the Licensed Software to any third party; (5) use the Licensed Software to create, deliver training on, improve (directly or indirectly) or offer a substantially similar product or service, or use the Licensed Software for commercial time-sharing or service bureau use; or (6) deploy commercial production versions of mobile applications with Licensed Software integrated as backend.

3. Ownership

The Licensed Software is licensed, not sold. Realm retains title, ownership, and all associated intellectual property rights in, of, and to Licensed Software, including but not limited to all copyright, patent, and trade secret rights, and any changes, modifications or corrections thereof. You hereby irrevocably assign to Realm any and all rights you may be deemed to have in any changes, modifications or corrections to the Licensed Software, including but not limited to copyright rights, and agree to execute all documents necessary to implement and effect such assignment.

You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Licensed Software as delivered to you. If the Licensed Software is being used by or on behalf of the U.S. Government, then the U.S. Government’s rights in them will be only those specified in these Terms, consistent with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable.

4. Term

These Terms are effective for fourteen (14) days after your entry into them (the “Term”). The parties may mutually decide after the fourteen-day Term to extend the Term for an additional time period to be determined by Realm. Realm reserves the right, in its sole discretion, to terminate these Terms upon five (5) days’ written notice. You may terminate these Terms at any time by destroying all copies of Licensed Software. These Terms will terminate immediately without notice from Realm if you fail to comply with any provision of these Terms. Either party may terminate these Terms immediately should any Licensed Software become, or in either party’s opinion be likely to become, the subject of a claim of infringement of any third party intellectual property right. Notwithstanding anything to the contrary in these Terms, any termination of these Terms shall not relieve either party hereto of any of its obligations or liabilities accrued hereunder prior to such termination. Upon termination, you must destroy all copies of Licensed Software.

5. Feedback

If you provide any suggestions, feedback, or improvements to the Licensed Software, Realm will have the right to use and have others use such suggestions, feedback, and improvements for any purpose. You hereby irrevocably assign to Realm all rights, title and interest in such suggestions, feedback, or improvements.

6. Confidentiality

You acknowledge that the Licensed Software contains valuable trade secrets and confidential information owned by Realm, including but not limited to the development status of the Licensed Software, the functionality of the Licensed Software, the appearance, content and flow of the Licensed Software’s user interface, and the content of the Licensed Software’s documentation. During the period this Agreement is in effect and at all times after its termination or expiration, you and your employees and agents shall maintain the confidentiality of this information, including information related to your evaluation and characterization of the Licensed Software (including Feedback), and shall not sell, license, sublicense, publish, display, distribute, disclose or otherwise make available this information to any third party nor use such information except as authorized by this Agreement. You agree that you shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Realm’s confidential information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.

Such measures shall include, but not be limited to, the highest degree of care that you utilize to protect your own confidential information of a similar nature, which shall be no less than reasonable care. You shall only disclose confidential information of Realm to your employees on a need to know basis and only if such employees have executed written agreements restricting use or disclosure of confidential information that are at least as restrictive as your obligations under this Section 6. You shall not disclose any such information concerning the Licensed Software to persons not an employee of you without Realm’s prior written consent. You agree that you will take appropriate action by instruction, agreement or otherwise with your employees to satisfy its obligations under this Agreement with respect to use, protection and security of Realm’s confidential information. You agree to immediately notify Realm of the unauthorized disclosure or use of the Licensed Software or any confidential information of Realm and to assist Realm in remedying such unauthorized use or disclosure. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of your obligations under this Section by you, your employees or agents. In the event of any such breach or threat thereof, you shall be entitled to seek equitable relief without the necessity of proving actual damages or posting any bond, in addition to any other rights or remedies provided by law.

7. Email

Realm will require you to input your email address as part of the registration process. Realm will collect your email address and use it send you information, including without limitation information about software updates, or about products or services Realm thinks you may be interested in. You can opt out of additional emails by clicking “Unsubscribe” in the body of the email.

8. Disclaimer of Warranty

UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, REALM PROVIDES LICENSED SOFTWARE ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, REALM PROVIDES NO OTHER WARRANTIES REGARDING THE LICENSED SOFTWARE, AND TO THE FULLEST EXTENT PERMITTED BY LAW DISCLAIMS ALL OTHER WARRANTIES, TERMS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES, TERMS AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM REALM OR ELSEWHERE WILL CREATE ANY WARRANTY, TERM OR CONDITION UNLESS EXPRESSLY STATED IN THESE TERMS. NO WARRANTY IS MADE REGARDING THE RESULTS OF ANY LICENSED SOFTWARE, OR THAT USE OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED, OR THAT ANY ERRORS OR DEFECTS IN THE LICENSED SOFTWARE WILL BE CORRECTED, OR THAT THE LICENSED SOFTWARE’S FUNCTIONALITY WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE YOUR RESPONSIBILITY TO: (i) REGULARLY BACK UP DATA MAINTAINED ON ANY HARDWARE USING THE LICENSED SOFTWARE; AND (ii) ADEQUATELY TEST PRIOR TO DEPLOYMENT EACH VERSION OF THE LICENSED SOFTWARE IN A CONFIGURATION WHICH REASONABLY SIMULATES YOUR PLANNED ENVIRONMENT.

9. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall Realm be liable for the cost of procurement of substitute goods or technology, loss of profits, or for any indirect, special, consequential, incidental, punitive or indirect damages on any theory of liability, whether in contract, tort, strict liability or otherwise, even if advised of the possibility of such damages. To the fullest extent permitted by applicable law, in no event shall the total liability of Realm to you under these Terms exceed one hundred US dollars ($100.00).

10. Miscellaneous

10.1. Assignment.

You may not assign these Terms by operation of law or otherwise. Realm may assign these Terms upon written notice.

10.2. Entire Agreement.

These Terms constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of these Terms. No modification of these Terms will be binding, unless in writing and signed by an authorized representative of each party.

10.3. Export Controls.

By using the Licensed Software, you agree to comply with all import, export, and re-export restrictions and regulations of the United States and other countries.

10.4. Governing Law.

These Terms are to be construed in accordance with the laws of the State of California and controlling U.S. federal laws, without regard to the choice of law rules of any jurisdiction.

10.5. Severability and Waiver.

If any provision of these Terms (or any portion hereof) are held to be unenforceable, these Terms will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties. The waiver by either party of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach.

10.6. Third Party Code.

Additional copyright notices and license terms that may be applicable to portions of the Licensed Software are set forth, if any, in a license.txt file.

11. Questions

If you have questions, please contact us using the information at www.realm.io/contact.