Evaluation Agreement

HYPR CORP EVALUATION AGREEMENT

This Evaluation Agreement (“Evaluation Agreement”) is effective as of the later of the date of acceptance by Customer or the date in which HYPR makes available certain Services for evaluation (the “Evaluation Services”). All terms not defined in this Evaluation Agreement shall have the meaning set forth in the HYPR Master Subscription Agreement.

This evaluation agreement governs customer’s use of HYPR’s evaluation services. By accepting this agreement, or by using the evaluation services, customer agrees to the terms of this agreement. If customer is entering into this agreement on behalf of a company or other legal entity, customer represents that customer has the authority to bind such entity to these terms and conditions, in which case the terms “customer” shall refer to such entity. If customer does not have such authority, or if customer does not agree with these terms and conditions, customer must not accept this agreement and may not use the evaluation services.

  1. Evaluation Rights
    1. Customer Acknowledgement.  Customer represents that it is a bona fide potential customer of the Services under evaluation with an intent to purchase the Services for its own internal information technology needs and not for the benefit of a third party, the development of any product or service competitive with the Services, competitive trialing or use for itself or on behalf of a third party, or any other purposes.
    2. Limited Grant of Evaluation Rights. Subject to the terms and conditions of this Evaluation Agreement, HYPR shall make the Evaluation Services available to Customer for evaluation purposes only (establishing Customer’s interest to purchase a subscription to the Services), and not for general production or business use, for a period of thirty (30) days; provided however, the evaluation period may be extended upon written (including email) authorization by HYPR. Use of the Evaluation Services is limited to Customer employees.
    3. Service Terms and Conditions. Customer acknowledges and agrees that Customer’s use of the Evaluation Services are subject to the terms of this Evaluation Agreement and the Terms and Conditions (as defined in Section 1.4), which terms are hereby incorporated by reference. Notwithstanding the foregoing, Section 6 (Indemnification) and Section 7.1 (HYPR Warranties) shall not be applicable to any Evaluation Services or to any products or services in beta. In the event of a conflict between the terms of this Evaluation Agreement and the Terms and Conditions, this Evaluation Agreement shall govern.
    4. Termination of Evaluation Services. HYPR (or its authorized partner or reseller) may terminate access to Evaluation Services with or without advance written notice to Customer. Upon termination, Customer shall remove all copies of the Software from its endpoints unless Customer has purchased a valid subscription to the Services prior to such termination. Unless otherwise agreed in writing, if and when Customer purchases a subscription to the Services, Customer hereby agrees to the then-current terms and conditions of the HYPR Master Subscription Agreement available at https://www.hypr.com/customer-agreement/  (the “Terms and Conditions”), which shall govern the use thereof.
  2. Warranty
    1. Warranty Disclaimers.  Notwithstanding anything to the contrary in the Terms and Conditions, Customer expressly acknowledges and agrees that the use of the Evaluation Services is at Customer’s own risk.  THE EVALUATION SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS and without any warranty of any kind.  HYPR expressly disclaims all warranties, express, implied, statutory or otherwise, including without limitation, the implied warranties of merchantability, fitness for a particular purpose and noninfringement of third party rights.  HYPR does not warrant that the functions contained in the Evaluation Services will meet Customer’s requirements, or that the operation of the Evaluation Services will be uninterrupted or error-free, or that defects in the Evaluation Services will be corrected. HYPR may discontinue Non-GA Services at any time in its sole discretion and may choose to never make them generally available.
  3. Waivers and Limitations
    1. Consequential Damages Waiver.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS AND CONDITIONS, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL HYPR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
    2. Limitation of Liability.  Notwithstanding anything to the contrary in the Terms and Conditions, in no event shall HYPR’s total liability to Customer for all damages, losses and causes of action (whether in contract, tort, including negligence, or otherwise) exceed ONE THOUSAND DOLLARS (US $1000.00).