This Demonstration Agreement (the Agreement), is between Workato, Inc. (“Workato”) and licensee (Licensee). The parties agree as follows:
At no charge, Workato agrees to provide Licensee with online access to Workato’s application and platform that allows users to share mini-applications that integrate applications and services and enable connectivity to individual applications and services (collectively, the “Workato Platform”). Subject to all terms of this Agreement, Licensee accepts a nontransferable license to use Workato Platform and all other information and data that Workato provides to Licensee concerning the Workato Platform or its business or technology (all of the foregoing, and including the Workato Platform and all information, analyses and materials developed therefrom, the Demo Materials), in unmodified form, solely for the purposes of demonstrating, marketing and performing pre-sales activities relating to the Workato Platform to potential customers (each, a “Prospect”), provided that Licensee may not use the Workato Platform to perform any services relating to the Workato Platform for a Prospect, including without limitation any implementation, customization, integration, or development work, unless such Prospect has purchased a subscription to the Workato Platform from Workato. Licensee may refer Prospects to Workato through Workato’s lead intake process.
Except for the specific rights herein, Licensee shall not possess, reproduce, use or disclose any Demo Materials without Workato's prior written consent. Licensee agrees to maintain the Demo Materials in strict confidence and will use all best efforts to protect the confidentiality of the Demo Materials (including ensuring that its employees and agents who access the Demo Materials (a) have a need to know for the purposes permitted hereunder and (b) are advised of all of the restrictions in this Agreement). Licensee shall be liable for any breach of this Agreement by its employees and agents. Licensee agrees to promptly notify and fully cooperate with Workato if Licensee (i) suspects that any Demo Materials have been improperly disclosed or used or (ii) learns about any court order or other legal requirement that seeks to compel disclosure of the Demo Materials.
Except for the limited rights and licenses express hereunder, no other license is granted, no other use is permitted and Workato retains all right, title and interest (including intellectual property and other proprietary rights) in and to the Workato Platform and other Demo Materials, as well as any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Licensee or any other party relating to the Service and/or the Software, which are hereby assigned to Workato.
ALL DEMO MATERIALS ARE PROVIDED TO LICENSEE "AS IS" WITHOUT WARRANTY OF ANY KIND. WHILE WORKATO HAS MADE REASONABLE EFFORTS TO ENSURE THE ACCURACY OF THE DEMO MATERIALS, IT MAKES NO PROMISE THAT THEIR USE OR OPERATION WILL MEET LICENSEE'S REQUIREMENTS, RESULT IN ANY OUTCOME, OR BE ERROR-FREE OR UNINTERRUPTED. WORKATO HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT, BY OPERATION OF LAW, STATUTORY OR OTHERWISE, REGARDING THE DEMO MATERIALS, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
Licensee accepts the Demo Materials at its sole risk. REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, WORKATO WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LIABILITIES ARISING FROM LICENSEE'S USE OR POSSESSION OF THE DEMO MATERIALS, WHETHER FROM ERRORS, OMISSIONS OR OTHERWISE.
This Agreement will remain in effect for twelve (12) months after the Effective Date unless extended by Workato in writing, at its sole discretion. Either party may earlier terminate this Agreement by giving fifteen (15) days’ prior written notice to the other. Upon any termination or expiration of this Agreement, all rights, obligations and licenses shall cease, except that (a) Licensee shall immediately return to Workato all Demo Materials in its possession or under its control and (b) the provisions of Sections 2 through 8 shall survive.
This Agreement constitutes the entire agreement of the parties with respect to, and supersedes all prior negotiations, understandings or agreements (whether written or oral) relating to, the subject matter hereof. This Agreement may only be amended by a writing signed by Licensee and Workato. Any breach of this Agreement will cause not only financial harm, but also irreparable damage to Workato for which money damages will not provide an adequate remedy. In addition to Workato's other rights and remedies, Licensee agrees that Workato will be entitled to an injunction or similar equitable relief against any breach or threatened breach, without the necessity of posting any bond. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions.
The individual executing this Agreement on behalf of a corporation or other legal entity personally represents that he or she is duly authorized to do so and that this Agreement is binding on that entity.