1. Purpose of Data Sharing.

CorralData Inc.(“Company”) is granting (“Customer”) access to the CorralData platform for the purpose of platform evaluation, while Customer is granting any relevant platform access to CorralData, Inc. for the purposes of supporting integration in to the CorralData platform (the “Purpose”).

2. Evaluation Period.

The evaluation shall commence upon the Effective Date and continue for a period of 30 days (“Evaluation Period”).

3. Subscription Fees.

CorralData Inc. acknowledges and agrees that it is furnishing the Software to Customer in consideration of Customer’s potential purchase and licensing of the Software from CorralData Inc. under a license and services agreement, the terms of which will be negotiated by the Parties in the event that Customer elects to move forward with the Software, and in further consideration of the opportunity to demonstrate to Licensee the capabilities of the Software. To that end, subscription fees will be waived during the Evaluation Period.

4. Software Access.

CorralData Inc. hereby grants to Customer a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the Software solely for Customer’s internal business operations in accordance with the terms of this agreement for up to 2 users during this evaluation period.

5. Termination on Notice.

Either party may terminate this agreement for any reason on 7 business days’ notice to the other party.

6. CorralData Inc. warrants to Customer that

• it has all necessary authority to enter into this agreement and license the Software, and
• to the best of its knowledge, the Software does not infringe any intellectual property rights of any third party.

7. No Warranty.
   • “As-Is”. Unless otherwise listed in this agreement, the Service is provided “as is,” with all faults, defects, bugs, and errors.
   • No Warranty. Unless otherwise listed in this agreement,
     1. CorralData Inc. does not make any warranty regarding the Service, which includes that
     2. CorralData Inc. disclaims to the fullest extent authorized by Law any and all warranties, whether express or implied, including any implied warranties of integration, merchantability or fitness for a particular purpose.

8. • Licensor Ownership. CorralData Inc. owns and retains all right, title, and interest, including all intellectual property rights, in and to the Software and all technologies related thereto, including any and all algorithms or processes developed by CorralData Inc. and all derivatives, modifications, or improvements of or to any of the foregoing made by or for CorralData Inc., whether or not created or developed in connection with the Services.
   • Client Ownership. Customer owns and retains all right, title, and interest, including all intellectual property rights, in and to
     1. the Customer data; and
     2. all data and reports provided to Customer by CorralData Inc. prepared based on analysis of the Customer data, subject to CorralData Inc.’s underlying rights in the Software.
   • Derivative Works. Customer hereby grants to CorralData Inc. a non-exclusive, non-transferable, worldwide, royalty-free, fully paid-up, perpetual, and irrevocable right and license to use data derived from analysis of Customer usage of CorralData in aggregated or de-identified form for the purposes of providing and improving CorralData Inc.’s products and services.
   • If Customer provides any feedback, comments, and suggestions to CorralData Inc. regarding the Software during the Evaluation Period (“Feedback”), such Feedback shall expressly exclude any and all Customer Confidential Information contained therein. Notwithstanding the foregoing, Customer shall have no obligation to provide Feedback to CorralData Inc., and for the avoidance of doubt, Customer is providing the Feedback “as is” without warranty of any kind. CorralData Inc.’s use of the Feedback shall be at CorralData Inc.’s sole and exclusive risk, and Customer will have no liability whatsoever in connection with the Feedback.
9. Statistical Information.

CorralData Inc. may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service, but only if such information does not identify the data as Customer or otherwise include Customer’s name.

10. Confidentiality Obligations. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose customer, business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Platform. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Platform (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Platform or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
11. General Provisions.
    10. Entire Agreement.
    11. This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.

        This agreement can be amended only by a writing signed by both parties.

        Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.

        • Governing Law.

        This agreement will be governed, construed, and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws rules.