Trial Agreement

1. The Trial Service.

1.1. Permitted Use. During the Trial Term, Customer may access and use the Service (including any Demandbase Data) for evaluation purposes only, and in accordance with the Documentation and this Agreement. This includes the right to implement the Demandbase Tags on Customer Properties as part of its authorized use of the Service, as further described in Section 1.3. Demandbase may provide reasonable support during the trial in its sole discretion.

1.2. Users. Only Users may access or use the Service. Customer is responsible for its Users’ compliance with this Agreement and actions taken through their accounts. Customer will promptly notify Demandbase if it becomes aware of any compromise of its User login credentials.

1.3. Deployment of Demandbase Tags. Use of the Service requires Customer to implement the current version of Demandbase Tags on Customer Properties. Customer will implement Demandbase Tags in accordance with the Documentation and Demandbase’s instructions. Customer acknowledges that the Demandbase Tags may cause a unique cookie ID to be associated with each Visitor who accesses the Customer Properties and that the Service may sync with third-party cookies. Customer will promptly remove all Demandbase Tags from Customer Properties upon termination of this Agreement and acknowledges that Demandbase Tags may continue to collect Website Data until so removed.

1.4. Restrictions. As a condition on its rights hereunder, Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute or sublicense the Service to a third party, (b) use the Service on behalf of, or to provide any product or service to, third parties, (c) use the Service to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by Law (and then only with prior notice to Demandbase), (e) modify or create derivative works of the Service or copy any element of the Service, (f) remove or obscure any proprietary notices in the Service, (g) publish benchmarks or performance information about the Service or (h) systematically access the Service using “bots” or “spiders”.

2. Customer Obligations.

2.1. Generally. Customer agrees to comply with all Laws in using the Service. Customer represents and warrants that it will make all notifications and has and will maintain all rights, consents and permissions necessary to collect and use Customer Data and Website Data as contemplated by this Agreement and to grant Demandbase the rights in this Agreement, all without violating or infringing Laws, third-party rights (including intellectual property, confidentiality or privacy rights) or any terms or privacy policies that apply to the Customer Data or Website Data.

2.2. Prohibited Uses. Customer must not (a) use the Service to collect, store, process or transmit any Prohibited Data or (b) combine any Prohibited Data with Demandbase Data. Notwithstanding anything else in this Agreement, Demandbase has no liability for Prohibited Data.

3. Disclaimers.

The Service, Demandbase Data, and all related Demandbase services (including any support) are provided “AS IS”. Demandbase and its suppliers make no warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Demandbase does not warrant that Customer’s use of the Service will be uninterrupted or error-free, that any data will be accurate or maintained without loss. Demandbase is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside Demandbase’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

4. Term and Termination.

4.1. Term. This Agreement starts on the Effective Date and continues until expiration or termination.

4.2. Termination. This Trial license is optional and either party may terminate the license and this Agreement at any time for any reason in writing.

4.3. Effect of Termination and Survival. Upon expiration or termination of this Agreement Customer’s access to the Service will cease. These Sections survive expiration or termination of this Agreement: 1.4, 2, 3, 4.3, 5, 6, 7 and 8.

5. Ownership.

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Demandbase is the sole owner of all intellectual property rights in the Service.

6. Limitations of Liability.

6.1. Consequential Damages Waiver. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.

6.2. Liability Cap. Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed US$50.

6.3. Excluded Claims. “Excluded Claims” means Customer’s breach of Sections 1.1, 1.4 and 2.

7. General Terms.

7.1. Assignment. Customer may not assign this Agreement.

7.2. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco, California and both parties submit to the personal jurisdiction of those courts.

7.3. Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter.

7.4. Export. Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Service.

8. Definitions.

“Customer Properties” means the root domains of the website(s) controlled by Customer as identified in this Agreement.

“Demandbase Data” means proprietary account, firmographic or other data provided by Demandbase to Customer through the Service (excluding Customer Data or Website Data).

“Demandbase Tags” means Demandbase’s JavaScript, pixels, cookies or other similar technology or code for implementing the Service. Unless otherwise specified, “Service” includes the Demandbase Tags.

“Documentation” means Demandbase’s usage guidelines and standard technical documentation for the Service, as may be modified from time to time.

“Laws” means all relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.

“Prohibited Data” means any (a) “special category of data” as defined under EU data protection law, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”), (d) social security numbers, driver’s license numbers or other government ID numbers or (e) any data similar to the above protected under foreign or domestic Laws.

“Service” means a trial and scope-limited instance of Demandbase’s Platform solution including the collection of Website Data through Demandbase Tags and the analysis of Website Data and intent data. The Service includes Documentation.

“Trial Term” means the term for Customer’s use of the Service, beginning on the Start Date and finishing on the End Date, as identified in this Agreement.

“User” means any employee or contractor of Customer that Customer allows to use the Service on its behalf.

“Visitor” means an end user of a Customer Property.

“Website Data” means data about Visitors collected through the Demandbase Tags placed on Customer Properties, which may include device information (such as Visitor’s IP address), cookies, or other technical information (such as web browser type, operating system or timestamp). Website Data does not include Customer Data.