Software Evaluation Agreement
BY ACCESSING OR USING THE SOFTWARE EVALUATION, YOU ACKNOWLEDGE AND AGREE THAT YOU: (A) HAVE READ ALL OF THESE TERMS (“TERMS/AGREEMENT”); (B) UNDERSTAND ALL OF THESE TERMS; AND (C) AGREE TO BE LEGALLY BOUND BY ALL OF THESE TERMS.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES PROVIDED UNDER THE SOFTWARE EVALUATION.
THESE TERMS APPLY WHEN YOU (“LICENSEE/YOU”) ACCESS OR USE ANY WEBSITE, MOBILE APPLICATION AND/OR OTHER ONLINE PRODUCT AND SERVICE TO USE THE SOFTWARE EVALUATION (AS DEFINED BELOW) OF BLUEMETRIX LIMITED (“LICENSOR”) AND EACH A “PARTY” AND TOGETHER, THE “PARTIES” TO THIS AGREEMENT.
THIS AGREEMENT DOES NOT ALTER THE TERMS OR CONDITIONS OF ANY OTHER AGREEMENT YOU MAY HAVE WITH THE LICENSOR FOR ANY OTHER PRODUCTS OR SERVICES.
THE SOFTWARE EVALUATION IS IN RESPECT OF THE LICENSOR’S PRODUCT KNOWN AS “SECURETOKEN” WHICH IS THE LICENSOR’S PROPRIETARY SOFTWARE, AND WHICH IS ONE OF THE WORLDS PREMIER VAULTLESS TOKENISATION SOFTWARE APPLICATIONS. IT IS USED TO TOKENISE PERSONALLY IDENTIFYING DATA AND SENSITIVE DATA BY USING FORMAT PRESERVING ENCRYPTION SUCH THAT THE TOKENISED DATA CAN BE USED IN AI AND GEN/AI CLOUD MIGRATION PROJECTS.
DURING THE SOFTWARE EVALUATION THE LICENSOR OFFERS AN EVALUATION VERSION OF ITS SOFTWARE FOR THE SOLE PURPOSE OF EVALUATION ONLY AND NON-COMMERCIAL USE.
IT IS HEREBY AGREED THAT THE LICENSEE WISHES TO EVALUATE CERTAIN OF THE LICENSOR’S SOFTWARE PRODUCT NOTED ABOVE (“PRODUCT”), AND THE LICENSOR AGREES TO ALLOW THE LICENSEE TO USE SUCH PRODUCT STRICTLY UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT.
NOW THEREFORE, the Parties agree to the following:
1. Definitions.
1.1 “Confidential Information” means any confidential or secret information relating to a Party including, without
limitation, business, marketing, financial, legal and manpower methods and plans, lists and details of customers, clients,
prices, statistics and contracts.
1.2 “Documentation” means the documentation for the Product produced by the Licensor and made available by the
Licensor to the Licensee including online help, all as updated from time to time as the context may require.
1.3 “Effective Date” means the date of this Agreement.
1.4 “Software Evaluation” shall mean the use and testing of the Product for evaluation purposes and only during the Software Evaluation Term.
1.5 “Software Evaluation Fee” means the fees charged for the Software Evaluation as provided under clause 2.2 below.
1.6 “Intellectual Property Rights” means all patents, copyrights, design rights, trademarks, service marks, trade secrets,
know-how, database rights and other rights in the nature of intellectual property rights (whether registered or
unregistered) and all applications for the same anywhere in the world.
1.7 “Software Evaluation Term” shall mean the term of the Software Evaluation, which shall be sixty (60) days from the
Effective Date.
2. Grant of License
2.1 Licensor hereby grants to Licensee a non-exclusive, non-transferable, worldwide, and royalty-free license to use the
Product during the Software Evaluation Term under the terms of this Agreement strictly for the Licensee’s evaluation
purposes only.
2.2 The Software Evaluation Fee shall be ZERO.
3. Restrictions on Use of the Product
3.1 The Product is the property of or is licensed to the Licensor and its third-party licensors only, and it shall retain all right,
title and interest in and to the Product and the Licensee may not copy, adapt, reverse engineer, decompile,
disassemble, modify, adapt or make error corrections to the Product or develop any third party applications that interact
with the Product or use any robot or spider or similar to extract data by any automated or other means or create any
backups in whole or in part, except as required by applicable law or with the prior written permission of the Licensor.
3.2 FOR THE AVOIDANCE OF ANY DOUBT WHATSOEVER, THE USE OF THE PRODUCT BY THE LICENSEE IS RESTRICTED TO
TESTING, EVALUATING AND PROTOTYPING ONLY, AND IT SHALL NOT BE USED BY THE LICENSEE (EITHER DIRECTLY OR
INDIRECTLY) IN ANY COMMERCIAL CAPACITY WHATSOEVER.
4. Intellectual Property
The Licensor shall retain ownership of all Intellectual Property Rights in the Product provided that where any such
Intellectual Property is delivered as part of the Software Evaluation, the Licensor shall grant (subject always to the terms
of this Agreement) to the Licensee (or will procure the grant of) a royalty-free licence to use such Intellectual Property for
the purposes of the Software Evaluation only.
5. Representations and Warranties
The Licensor represents and warrants that (i) the Product does not knowingly infringe or misappropriate any patent,
copyright, trade secret, trade mark or other proprietary right of any third Party and (ii) the Licensor shall have used all
commercially reasonable efforts to cause the Product to be free of any known virus or other malicious code. The Licensor
makes no additional representations or warranties, and disclaims all warranties, representations, and liabilities, whether
express or implied, arising from contract or tort (except fraud), imposed by statute or otherwise, relating to the Product,
including any warranties as to the merchantability or fitness for purpose. In particular, the Licensor does not warrant that
the use of the Products will be uninterrupted or error-free.
6. Confidentiality and Data Protection/Information Security Requirements
6.1 Each Party hereby undertakes only to disclose Confidential Information supplied by one Party to the other to those
employees (which term for the purposes of this clause includes agents, advisors and/or sub-contractors) with a
reasonable need to see and use it for the performance of this Agreement and that such Confidential Information will
only be used for such purposes.
6.2 Upon the termination of this Agreement, each Party shall upon the request of the other deliver up all documents and
other material in its possession, custody or control and belonging to the other that comprise such Confidential
Information.
6.3 The obligation of confidentiality contained in this Clause 6 shall not apply or (as the case may be) shall cease to apply (or
in the case of Clause 6.3(ii) shall temporarily cease to apply for so long as disclosure is required and only for the
purposes of Clause 6.3(ii)) to Confidential Information which: (i) at the time of disclosure by the disclosing Party is
already in the public domain or which subsequently enters the public domain other than by breach of the terms of this
Agreement by the receiving Party; or (ii) is required to be disclosed by applicable law or order of court of competent
jurisdiction or government department or agency, provided that prior to such disclosure the receiving Party shall, if
legally permitted, advise the disclosing Party of the proposed form of the disclosure; or (iii) is know-how of a non-
confidential and non-proprietary nature; or (iv) is possessed by that Party prior to disclosure to it by the other or has
been rightfully acquired from sources other than the other Party.
6.4 Each Party shall procure that its officers, employees, advisors, agents, representatives, contractors, and consultants and
any and all others who have access to any Confidential Information shall be made aware of and shall be bound by the
terms of this clause 6.
6.5 The Licensor agrees to comply with the provisions set out under Schedule 1 (Data Processing Agreement).
7. Indemnification
7.1 Licensor Indemnification. Licensor shall indemnify, defend and hold harmless Licensee from and against any
damages based upon (i) any claim that any portion of the Product provided by the Licensor to Licensee pursuant to this
Agreement, infringes, misappropriates or violates any copyright, trademark, patent, or other intellectual property or
proprietary right of any person; (ii) a breach of Licensor’s confidentiality obligations as set forth in clause 6.
Licensor shall have no obligation under this clause 7 to the extent a claim is based upon
a. use of the Product in combination with software and/or hardware not delivered or authorised by Licensor or whose combined use with the Product was not contemplated under this Agreement or any documentation provided by Licensor, if such infringement would not have occurred but for such combined use,
b. use of the Product in a manner not in compliance with the Agreement,
c. any modifications to the Product made by Licensee without the Licensor’s prior written consent, or
d. modifications to the Product made by Licensor pursuant to Licensee’s written instructions or specifications.
7.2 Licensee Indemnification. Licensee shall defend, indemnify and hold harmless Licensor from and against any
damages based upon any (i) claim that information provided by Licensee to Licensor pursuant to this Agreement i
infringes, misappropriates or violates any copyright, trademark, patent or other intellectual property or proprietary right
of any person; and (ii) breach of Licensee’s confidentiality obligations as set forth in clause 6.
7.3 Indemnification Procedure. The indemnified Party shall (i) promptly notify the indemnifying Party in writing of any
claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the
indemnifying Party’s obligation except to the extent it is materially prejudiced thereby, and (ii) allow the indemnifying
Party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the
indemnifying Party shall not settle any claim without the indemnified Party’s prior written consent (such consent not to
be unreasonably withheld or delayed). The indemnified Party shall also provide the indemnifying Party with reasonable
cooperation and assistance in defending such claim (at the indemnifying Party’s cost).
8. Limitation of Liability
8.1 Neither Party shall be liable for any indirect, incidental, special, consequential or punitive damages (including, without
limitation, such damages relating to loss of profits or data) arising out of or relating to this Agreement, even if such Party
has been advised of the possibility of such damages, regardless of the basis of recovery claimed, whether under or in
regard to any contract, tort including negligence, strict liability or under other theory.
8.2 The Licensor’s maximum aggregate liability (including any liability for the acts and omissions of its employees,
consultants or agents or sub-contractors), with respect to any and all subject matters of this Agreement (which for the
avoidance of any doubt shall include indemnities under clause 7 above) shall be limited to the amount of the Software
Evaluation Fee or €1,000 (one thousand Euro) whichever shall be higher.
9. Marketing
The Licensor reserves the right to use the name of the Licensee in its marketing materials.
10. Termination and Expiry
10.1 This Agreement will commence on the Effective Date and unless terminated earlier by either Party under this clause 10
(or, the Software Evaluation Term is extended in writing by both Parties), it shall automatically expire upon the
expiration of the Software Evaluation Term.
10.2 Either party may cancel this Agreement for convenience by giving to the other not less than 14 days prior written
notice, and, for the avoidance of any doubt, cancellation of this Agreement shall mean cancellation of the Software
Evaluation Term.
10.3 If either Party breaches any of the material terms and conditions of this Agreement or breaches any warranty
provisions or any other material term, and such breach remains uncured for ten (10) days after notification from the
other Party, such notifying Party may terminate this Agreement immediately. Upon termination or expiration of this
Agreement, the Licensee will immediately cease accessing and using the Product and will promptly return the Product
to the Licensor or show evidence of its destruction.
10.4 The provisions of clauses 6, 8 and 11 shall survive the termination or expiration of this Agreement.
11. Miscellaneous
11.1 Parties Bound. This Agreement shall be binding upon and run for the benefit of the Parties, their successors and
permitted assigns.
11.2 Entire Agreement and Priority. This Agreement constitutes the entire agreement and understanding between the
Parties with respect to their subject matter, and except as expressly provided, supersede all prior representations,
writings, negotiations or understandings with respect to that subject matter.
11.3 Further Assurance and Counterparts. Each Party shall do and execute, or arrange for the doing and executing of,
each necessary act, document and thing reasonably within its power to implement this Agreement. This Agreement
may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute this Agreement.
11.4 No Solicitation of Licensor Employees/Payment of Fee. The Licensee hereby agrees not to recruit, employ or
otherwise utilise, directly or indirectly, any employee of the Licensor without the prior consent in writing of the
Licensor, either during the Software Evaluation Period or for a period of twelve months from the completion of the
same. Should any such person become an employee (either full-time or part-time, directly or indirectly) of the Licensee,
a minimum fee of 50% of their annual salary will be immediately paid to the Licensor.
11.5 Waivers and Variations. A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by
law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial
exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or
the exercise of another right or remedy. No amendment of this Agreement shall be effective unless it is made in
writing and signed by each of the Parties.
11.6 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of
the Republic of Ireland and shall be subject to the exclusive jurisdiction of the Irish courts.
SCHEDULE 1
Data Processing Agreement
1. Introduction and Definitions
1.1.1 “Confidential Information” has the meaning set out in the Agreement.
1.1.2 “Data Protection Law” shall mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27
April 2016 (“GDPR”) and the Data Protection Acts 1988 – 2018 both as may be amended or superceded from time to
time.
1.1.3 “Personal Data”, “Controller”, “Processor”, “Processing”, “Processed” shall have the meaning set out in the Data
Protection Law.
1.1.4 “Protected Data” means Confidential Information and Personal Data collectively.
1.2 The Licensor will act as a Data Processor in relation to all Personal Data it accesses or processes under the Agreement,
and the Licensee will act as the Data Controller with respect to such Personal Data. Licensor shall, in its capacity as Data
Processor, implement best industry practice to ensure that all appropriate technical, organisational and security
measures are taken to ensure that the Personal Data is protected against unauthorised or unlawful processing and
against accidental loss, destruction, or damage.
2. General Security Procedures
2.1 Licensor shall promptly report activity that may reasonably lead to physical harm, loss of Protected Data or damage to
personnel or facilities to the Licensee.
2.2 Licensor will implement and regularly evaluate a process to provide for continuation of business operations during
unplanned, adverse events.
2.3 Without limiting Licensor’s obligation of confidentiality in the Agreement and as further described herein, Licensor will
be responsible for using best industry practice to establish and maintain an information security programme that is
designed to: (i) ensure the security and confidentiality of Protected Data; (ii) protect against any anticipated threats or
hazards to the security or integrity of the Protected Data; (iii) protect against unauthorised access to or use of the
Protected Data; (iv) ensure the proper disposal of Protected Data; and, (v) ensure that all subcontractors of Licensor, if
any, comply with all of the foregoing. Licensor will designate an individual to be responsible for the information security
programme. Such individual will respond to the Licensee inquiries regarding information security and to be responsible
for notifying the Licensee-designated contact(s) if a breach or an incident occurs.
2.4 Licensor will conduct formal data security and data privacy awareness training for all personnel and contractors as soon
as reasonably practicable after the time of hiring or prior to being appointed to work on Protected Data, and annually
thereafter. Evidence of security awareness training will be retained by Licensor and shall be made available for review
by the Licensee upon request.
2.5 Licensor will promptly, and without undue delay, notify (but in no event more than one business day after the
occurrence) the designated Licensee security contact of any security attacks or incidents. The notice shall include the
approximate date and time of the occurrence and a summary of the relevant facts, including a description of measures
taken to address the occurrence. Licensor will also promptly respond to requests for information from the Licensee
related to any actual or suspected security incidents. A “security incident” includes any unauthorised information system
or data access, unauthorised or unplanned disruption of the Services due to a malicious act(s), or related impacts to
Licensor's data protection controls. The Licensee or its third-party designee may perform audits and security tests of
Licensor’s environment that may include interviews of relevant personnel, review of documentation, or technical
inspection of systems, as they relate to the provision of the Services. Any such audits undertaken by the Licensee shall
be at the Licensee's sole cost and expense, and not exceed one such audit per calendar year. Licensor shall promptly
provide all information reasonably requested by the Licensee in connection with any such audits and shall provide
reasonable access and assistance to the Licensee or its agents upon request. Licensor agrees to comply with all
reasonable mutually agreed recommendations that result from such inspections, tests, and audits within reasonable
timeframes.
2.6 Licensor fully acknowledges and agrees that any disclosure of Protected Data in the provision of the Services will in no
way be construed to be an assignment, transfer, or conveyance of title to or ownership rights in such Personal Data
from the Licensee to Licensor.
3. Network and Communications Security
3.1 All Licensor connectivity to Licensee information systems shall be through secured remote access mechanisms.
3.2 Licensor will use best industry practice to ensure that Licensor’s systems connecting to Licensee’s systems and anything
provided to Licensee through such systems does not knowingly contain any malicious code designed to, or that would
enable, the disruption, modification, deletion, damage, deactivation, disabling, harm or otherwise be an impediment to
the operation of the Licensee’s systems.
3.3 At end-of-life, all electronic storage media containing Protected Data will be wiped or degaussed for physical destruction
or disposal, in a manner meeting best industry practice.
3.4 All media containing Protected Data will be contained in secure, environmentally controlled storage areas controlled by
Licensor. All portable media containing Protected Data will be encrypted.
4. Location of Personal Data
4.1 Licensor will not store Personal Data in any country or territory outside the European Economic Area without the prior
written consent of the Licensee.
4.2 In the event that Licensor receives a request from a Data Subject (as defined under the Data Protection Law) Licensor
will promptly notify the Licensee of such request, and will not respond to such request without the Licensee’s prior
written consent, except where required by applicable law.
4.3 Licensor will not transfer or otherwise make available Personal Data to any third party (including a subcontractor or law
enforcement agency) without the prior written consent of the Licensee, except as required by applicable law. Licensor
will not transfer or permit the transfer of Personal Data to a subcontractor for any reason without first entering into a
written agreement containing terms no less protective than the terms set out under this annex.
4.4 In the event that Licensor receives a request or demand for Personal Data by a law enforcement, supervisory authority
or other governmental agency, Licensor will direct the agency to the Licensee and promptly notify the Licensee of the
request or demand, except where prohibited from doing so by applicable law.
5. Processing
5.1 The processing of Personal Data by Licensor under this Agreement shall be for:
(a) the subject-matter;
(b) the duration;
(c) the nature and purpose;
(d) the type of Personal Data; and
(e) categories of data subjects.
all as more particularly set out below.
5.2 Subject Matter. The subject matter of the processing shall relate to Licensor’s provision of the Services.
5.3 Nature and Purpose. The nature and purpose of the processing shall relate to the encryption of Personal Data.
5.4 Duration of Processing. The processing of the Personal Data shall be for the term of this Agreement, and for the
purpose of and only to the extent required to provide the Services, provided that Personal Data shall not be Processed
for longer than is necessary for the purpose for which it was collected or is being Processed (except where a statutory
exception applies).
5.5 Data Subjects. The data subjects shall include current and former contractors and employees of the Licensee.
5.6 Personal Data in Scope. Licensor may process the following types and categories of Personal Data:
(a) contact information - subject email addresses, subject name, subject title
(b) location information - subject location and function
(c) system security information - other information critical to the secure fulfilment of the Services (including IP
address data for access validation, password information for user authentication, and other security data elements used in the tokenisation/encryption process).
5.7 The Licensee may, from time to time, make reasonable requests for amendments to this Clause 5 by written notice to
Licensor as the parties reasonably consider necessary to reflect the nature of the Services and as required to comply
with all applicable Data Protection Law in force from time to time.
Last updated: September 16, 2024