AtalantaDB Evaluation License Agreement
PLEASE READ THIS EVALUATION LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING, ACCESSING, OR USING AtalantaDB OR ANY RELATED SOFTWARE OR MATERIALS.
This Agreement is entered into between Danil Lipovoy, an individual who owns or otherwise has the right to license the proprietary software known as “AtalantaDB” (“Licensor”), and the individual or legal entity accepting this Agreement (“Licensee”).
By downloading, installing, accessing, or using AtalantaDB or any related software or materials made available by Licensor for trial or evaluation purposes (the “Evaluation”), Licensee agrees to be bound by this Agreement.
If an individual accepts this Agreement on behalf of a company or other legal entity, that individual represents and warrants that they have authority to bind such entity to this Agreement, in which case the term “Licensee” refers to that entity.
1. GRANT OF LICENSE
1.1 Products
“Products” means the AtalantaDB software products made available by Licensor to Licensee for Evaluation, together with any associated documentation and any updates, modifications, patches, or releases that Licensor may make available during the Evaluation Period.
1.2 Evaluation License
Subject to the terms of this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, and non-sublicensable license (the “License”) to install, access, and use the Products solely for Licensee’s internal evaluation and testing purposes during the applicable evaluation period (the “Evaluation Period”).
Licensee may not assign, sublicense, or otherwise transfer the License or any rights granted under it except as expressly permitted by this Agreement.
The License will automatically expire at the end of the Evaluation Period unless Licensor extends the Evaluation Period in writing, or unless this Agreement is terminated earlier in accordance with Section 7.
Upon expiration or termination of the License, Licensee shall promptly cease using the Products and, as applicable, uninstall, delete, return, or destroy all copies of the Products in Licensee’s possession or control.
2. OWNERSHIP AND INTELLECTUAL PROPERTY
As between Licensor and Licensee, Licensor retains all right, title, and interest in and to:
(a) the Products;
(b) all copyrights, patents, trade secrets, know-how, trademarks, and other intellectual property and proprietary rights relating to the Products; and
(c) any modifications, improvements, developments, or derivative works relating to the Products created by or on behalf of Licensor.
Except for the limited License expressly granted under this Agreement, no right, title, or interest in or to the Products or Licensor’s intellectual property is granted to Licensee.
2.1 Feedback
“Feedback” means suggestions, recommendations, enhancement requests, corrections, ideas, comments, or other feedback concerning the Products voluntarily provided by Licensee to Licensor.
Licensee grants Licensor a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable right to use, reproduce, modify, incorporate, commercialize, and otherwise exploit Feedback without restriction or obligation to Licensee.
To the extent any intellectual property rights in Feedback cannot validly be licensed as described above but may validly be assigned, Licensee assigns such rights to Licensor to the extent permitted by applicable law.
3. RESTRICTIONS
3.1 Restrictions on Use
Except as expressly permitted by this Agreement or applicable law, Licensee shall not, and shall not permit any third party to:
(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive or discover the source code, underlying structure, algorithms, ideas, or non-public interfaces of the Products, except to the extent such restriction is prohibited by applicable law;
(b) modify, adapt, translate, or create derivative works based on the Products;
(c) remove, alter, obscure, or destroy any copyright, trademark, proprietary, product identification, or other notices contained in or displayed by the Products;
(d) sell, sublicense, distribute, lease, rent, lend, disclose, transfer, or otherwise make the Products available to any third party;
(e) use the Products to provide timesharing, service bureau, managed service, hosting, software-as-a-service, or similar services for the benefit of any third party;
(f) use the Products for production purposes or as part of Licensee’s live production environment, unless Licensor expressly authorizes such use in writing;
(g) use the Products in violation of applicable laws or regulations; or
(h) permit any third party to access or use the Products except solely on Licensee’s behalf and for Licensee’s internal Evaluation in compliance with this Agreement.
Licensee may make only such copies of the Products as are reasonably necessary for installation, backup, recovery, and use of the Products for the Evaluation permitted under this Agreement.
3.2 Benchmarking and Comparative Testing
Nothing in this Agreement prohibits Licensee from conducting benchmarking, performance testing, load testing, scalability testing, stress testing, or comparative studies involving the Products.
Licensee may publish or otherwise disclose the results of such tests or studies, subject to the following attribution requirement.
Any publication or public disclosure of benchmark results involving the Products must include a clearly visible reference to https://atalantadb.com/performance/. For online publications, this reference must be a clickable hyperlink.
Such publication or disclosure may include performance measurements, configuration information reasonably necessary to understand or reproduce the test, methodology, comparative data, and Licensee’s analysis or conclusions.
Nothing in this Section permits Licensee to disclose Licensor’s source code, trade secrets, security credentials, cryptographic keys, non-public security information, or other Proprietary Information except to the extent expressly permitted under this Agreement.
3.3 Support
Licensor may, but is not obligated to, provide technical support, documentation, updates, maintenance, community assistance, or other support during the Evaluation Period.
Unless expressly agreed otherwise in writing, no service level agreement, response-time commitment, maintenance obligation, availability commitment, or support commitment applies to the Evaluation.
4. WARRANTY DISCLAIMER
THE PRODUCTS ARE PROVIDED FOR EVALUATION PURPOSES ON AN “AS IS” AND “AS AVAILABLE” BASIS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, PERFORMANCE, OR QUIET ENJOYMENT.
Licensor does not warrant that:
(a) the Products will operate without interruption or error;
(b) defects or errors will be corrected;
(c) the Products will meet Licensee’s requirements;
(d) the Products will achieve any particular performance, availability, scalability, or reliability level;
(e) the Products will be compatible with any particular hardware, software, infrastructure, or environment; or
(f) data processed through or used with the Products will not be lost, corrupted, or otherwise affected.
Licensee acknowledges that the Products are being made available for evaluation and testing and may contain defects, incomplete functionality, experimental features, or other limitations.
Licensee is solely responsible for determining whether the Products are suitable for Licensee’s intended purposes and for maintaining appropriate backups and safeguards for Licensee’s systems and data.
5. CONFIDENTIALITY
5.1 Proprietary Information
“Proprietary Information” means non-public information disclosed or otherwise made available by Licensor to Licensee in connection with the Evaluation that is identified as confidential or proprietary, or that a reasonable person would understand to be confidential or proprietary given the nature of the information and the circumstances of disclosure.
Proprietary Information may include non-public information concerning:
(a) the Products;
(b) source code;
(c) architecture and internal implementation details;
(d) unreleased features;
(e) product plans and roadmaps;
(f) security-related information;
(g) technical documentation not made publicly available;
(h) trade secrets and know-how; and
(i) other non-public technical or business information of Licensor.
Proprietary Information does not include information that Licensee can demonstrate:
(a) is or becomes publicly available through no breach of this Agreement;
(b) was lawfully known to Licensee without restriction before disclosure by Licensor;
(c) is lawfully received from a third party without an obligation of confidentiality to Licensor; or
(d) is independently developed by Licensee without use of or reference to Licensor’s Proprietary Information.
5.2 Protection and Permitted Use
Licensee shall:
(a) use Proprietary Information solely as necessary for the Evaluation;
(b) disclose Proprietary Information only to Licensee’s employees, contractors, advisers, or representatives who have a legitimate need to know such information for purposes of the Evaluation and who are subject to confidentiality obligations at least as protective as those contained in this Agreement; and
(c) protect Proprietary Information using at least the same degree of care Licensee uses to protect its own confidential information of similar importance, and in no event less than reasonable care.
For clarity, benchmark results, performance measurements, scalability measurements, comparative test results, test methodologies developed by Licensee, and Licensee’s conclusions derived from testing the Products shall not be deemed Proprietary Information solely because they were generated through use of the Products.
The foregoing does not permit disclosure of source code, trade secrets, security credentials, or other independently confidential information of Licensor.
5.3 Required Disclosure
If Licensee is required by applicable law, regulation, subpoena, court order, or governmental order to disclose Proprietary Information, Licensee may make such disclosure provided that, to the extent legally permitted, Licensee gives Licensor reasonable prior notice so that Licensor may seek confidential treatment, a protective order, or another appropriate remedy.
Licensee shall disclose only the portion of Proprietary Information legally required to be disclosed.
5.4 Return or Destruction
Upon expiration or termination of this Agreement, or upon Licensor’s written request, Licensee shall promptly return or securely destroy Proprietary Information in Licensee’s possession or control, except to the extent retention is required by applicable law or such information is contained in routine backup systems that cannot reasonably be selectively deleted.
Any retained Proprietary Information shall remain subject to the confidentiality obligations of this Agreement.
6. ASSUMPTION OF RISK; LIMITATION OF LIABILITY
Licensee acknowledges that the Products are provided solely for evaluation purposes and that Licensee uses the Products entirely at its own risk.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, AND LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER TO LICENSEE OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, COST, CLAIM, OR EXPENSE ARISING OUT OF OR RELATING TO THE PRODUCTS, THE EVALUATION, OR THIS AGREEMENT, WHETHER DIRECT OR INDIRECT, AND REGARDLESS OF THE THEORY OF LIABILITY.
Without limiting the foregoing, Licensor shall not be liable for any loss of data, loss of profits, loss of revenue, business interruption, loss of opportunity, loss of goodwill, system failure, or other direct, indirect, incidental, special, consequential, exemplary, or punitive damages.
Licensee is solely responsible for evaluating the Products, determining their suitability for Licensee’s purposes, and maintaining appropriate backups, safeguards, testing environments, and security measures.
Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited under applicable law.
7. TERM AND TERMINATION
7.1 Term
This Agreement becomes effective when Licensee first accepts this Agreement, downloads, installs, accesses, or uses the Products for Evaluation, whichever occurs first.
Unless terminated earlier, this Agreement remains in effect for the duration of the Evaluation Period.
7.2 Termination
Either Licensor or Licensee may terminate this Agreement and the Evaluation at any time, with or without cause, by providing notice to the other party.
Licensor may also terminate Licensee’s right to use the Products immediately if Licensee breaches this Agreement.
The License granted under Section 1 terminates automatically upon:
(a) expiration of the Evaluation Period; or
(b) termination of this Agreement.
7.3 Effect of Termination
Upon expiration or termination of this Agreement, Licensee shall immediately:
(a) cease using the Products;
(b) uninstall the Products; and
(c) delete, destroy, or, if requested by Licensor, return all copies of the Products in Licensee’s possession or control.
Expiration or termination shall not affect any rights or obligations accrued before the effective date of termination.
Sections that by their nature are intended to survive expiration or termination shall survive, including Sections 2, 3, 4, 5, 6, 7.3, and 8.
8. MISCELLANEOUS
8.1 Entire Agreement
This Agreement constitutes the entire agreement between Licensor and Licensee concerning the Evaluation and the Products made available under it and supersedes all prior or contemporaneous oral or written agreements, discussions, representations, negotiations, understandings, and communications concerning the same subject matter.
No terms contained in any purchase order, procurement document, email, web form, or other document submitted by Licensee shall modify or supplement this Agreement unless expressly agreed to in writing by Licensor.
8.2 Amendments
Any amendment or modification of this Agreement must be made in writing and agreed by Licensor and Licensee.
Notwithstanding the foregoing, Licensor may extend the Evaluation Period by written notice to Licensee without requiring an amendment to this Agreement.
8.3 Assignment
Licensee may not assign or transfer this Agreement, the License, or any rights or obligations under this Agreement, whether voluntarily, by operation of law, or otherwise, without Licensor’s prior written consent.
Any attempted assignment or transfer by Licensee in violation of this Section shall be void to the extent permitted by applicable law.
Licensor may assign or transfer this Agreement, in whole or in part, without Licensee’s consent:
(a) to a legal entity established, owned, or controlled by Licensor for the purpose of owning, developing, licensing, distributing, or commercializing AtalantaDB;
(b) in connection with a merger, reorganization, incorporation, acquisition, or restructuring involving the business relating to AtalantaDB;
(c) in connection with the sale, assignment, or other transfer of all or substantially all intellectual property or business relating to AtalantaDB; or
(d) to any successor in interest to the Products.
Any permitted assignee of Licensor shall succeed to Licensor’s applicable rights and obligations under this Agreement.
8.4 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or other authority of competent jurisdiction, that provision shall be enforced to the maximum extent permitted by applicable law or, where appropriate, deemed modified to the minimum extent necessary to make it enforceable.
The remaining provisions shall remain in full force and effect.
8.5 No Waiver
A failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.
Any waiver must be made in writing and shall apply only to the specific circumstance for which it is given.
8.6 Independent Parties
Nothing in this Agreement creates any partnership, joint venture, employment, agency, fiduciary, franchise, or similar relationship between Licensor and Licensee.
Neither party has authority to bind or incur obligations on behalf of the other party.
8.7 No Third-Party Beneficiaries
This Agreement is intended solely for the benefit of Licensor and Licensee and does not create any rights or remedies in favor of any third party.
8.8 Compliance With Laws
Each party shall comply with applicable laws and regulations in connection with its activities under this Agreement.
Licensee shall not use, export, re-export, transfer, or otherwise make available the Products in violation of applicable export control, sanctions, or trade restriction laws.
8.9 Notices
Any notice under this Agreement may be provided by email or other written electronic communication using the contact information most recently provided by the receiving party.
A notice shall be considered received when it is delivered to the applicable electronic address without a delivery failure notification.
8.10 Electronic Acceptance
Licensee’s electronic acceptance of this Agreement, including by clicking an acceptance button, checking an acceptance box, obtaining an evaluation license or key after being presented with this Agreement, or downloading, installing, accessing, or using the Products after being given notice of this Agreement, may constitute acceptance to the extent permitted by applicable law.
Electronic records relating to such acceptance may be retained by Licensor as evidence of Licensee’s acceptance of this Agreement.
