DRAFT - for counsel review, not legal advice. This document is a starting-point draft prepared for review by the company's legal counsel. It has not been reviewed or approved by a lawyer and does not constitute legal advice. All bracketed [PLACEHOLDERS] must be completed, and every clause verified against the company's requirements and applicable law, before this agreement is published or relied upon.Waterline Evaluation License Agreement
Product: Waterline desktop evaluation build
Licensor: [LEGAL ENTITY NAME] ("Licensor", "we", "us", "our")
Version: 1.1.0-draft
Effective Date: [EFFECTIVE DATE]
1. Parties and Acceptance
1.1. This Evaluation License Agreement ("Agreement") is a binding contract between Licensor and the individual or legal entity that accesses, downloads, installs, or uses the Software ("you", "your", "Licensee"). If you accept this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.
1.2. Acceptance by clickwrap. You accept this Agreement by checking the box marked "I have read and agree to the Evaluation License Agreement" on the download page and by proceeding to download, install, or use the Software. Checking that box and downloading the Software constitutes your electronic signature and your assent to be bound by this Agreement.
1.3. Record of consent. When you accept, we record the fact of your consent, including the full name, work email, and company you supply, the version of this Agreement you accepted, an ISO-8601 timestamp, the originating IP address, and the browser user agent. See Section 12 (Data Protection) for how and why this information is used.
1.4. If you do not agree to this Agreement, do not check the box, download, install, or use the Software.
2. Definitions
2.1. "Software" means the Waterline desktop evaluation build made available to you, including its executables, models, data schemas, sample data, documentation, and any updates provided to you for evaluation.
2.2. "License Key" means the time-limited, cryptographically signed credential we issue to you that enables the Software to run during the Evaluation Term.
2.3. "Evaluation Term" means the period defined in Section 5, tied to the expiry encoded in your License Key (by default, thirty (30) days from issuance).
2.4. "Evaluation Purpose" means your internal assessment of the Software's features, performance, and suitability, and nothing else.
3. Grant of Evaluation License
3.1. Subject to your continuous compliance with this Agreement, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Evaluation Term, to install and use the Software solely for the Evaluation Purpose and solely for your internal business use.
3.2. This is an evaluation license only. It grants no right to use the Software in production, for the benefit of any third party, or on a commercial, for-profit, or fee-bearing basis.
3.3. No rights are granted except those expressly stated in this Agreement. All rights not expressly granted are reserved by Licensor.
4. Restrictions
You must not, and must not permit any third party to:
4.1. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, model weights, or data schemas of the Software, except to the limited extent this restriction is prohibited by applicable law;
4.2. circumvent, disable, tamper with, or defeat the License Key, the license validation, the Evaluation Term expiry, or any other technical protection measure in the Software;
4.3. copy, redistribute, publish, sell, rent, lease, lend, host, provide as a service, or otherwise make the Software available to any third party;
4.4. sublicense, assign, or transfer the Software, your License Key, or your rights under this Agreement;
4.5. publish or disclose any benchmark, performance, or comparative test of the Software, or the results of any such test;
4.6. modify, adapt, translate, or create derivative works of the Software; or
4.7. remove, obscure, or alter any copyright, trademark, license, or other proprietary notice in or on the Software.
5. Evaluation Term and License Key Expiry
5.1. The Evaluation Term begins when your License Key is issued and ends on the expiry date encoded in that License Key, which by default is thirty (30) days after issuance, unless we agree otherwise in writing.
5.2. Time-limited key. The License Key is time-limited and is verified offline by the Software. When the License Key expires, or if it is revoked or found to be invalid, tampered with, or issued to a different party, the Software will stop functioning. Expiry does not require an internet connection and cannot be reset by you.
5.3. We may issue you a new License Key to extend the evaluation at our discretion. We are under no obligation to do so.
6. Ownership and Intellectual Property
6.1. The Software is licensed, not sold. As between the parties, Licensor and its licensors retain all right, title, and interest in and to the Software, including all software code, machine-learning models and weights, data schemas, sample data, user interfaces, documentation, trademarks, and all related intellectual property rights.
6.2. You acquire no ownership interest in the Software. Any feedback, suggestions, or improvements you provide may be used by Licensor without restriction or obligation to you.
7. Confidentiality
7.1. The Software, the License Key, and all non-public information about the Software's design, features, performance, and behavior are the confidential information of Licensor ("Confidential Information").
7.2. You must keep the Confidential Information confidential, use it only for the Evaluation Purpose, and protect it with at least the same care you use for your own confidential information of like importance, and in no event less than reasonable care.
7.3. Where a Mutual Non-Disclosure Agreement is in effect between you and Licensor, that agreement governs the treatment of Confidential Information and this Section 7 supplements, and does not replace, its terms. In the event of a conflict, the Mutual Non-Disclosure Agreement controls with respect to confidentiality.
8. Sample Data and No Reliance
8.1. The Software is provided for evaluation with synthetic or sample data only. It is not intended for use with live, personal, sensitive, or production data.
8.2. Any outputs, scores, risk assessments, maps, or recommendations produced by the Software during evaluation are illustrative only, may be inaccurate or incomplete, and must not be relied upon for any operational, financial, legal, safety, or investment decision.
9. Disclaimer of Warranties
9.1. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.
9.2. Licensor does not warrant that the Software will be uninterrupted, error-free, or secure, or that any output will be accurate or reliable.
10. Limitation of Liability
10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED [ONE HUNDRED US DOLLARS (USD 100) / OTHER CAP - COUNSEL TO SET]. Because the Software is provided free of charge for evaluation, you acknowledge this allocation of risk is reasonable.
11. Term, Termination, and Effect
11.1. This Agreement takes effect on your acceptance and continues until the end of the Evaluation Term, unless terminated earlier.
11.2. We may terminate or suspend this Agreement and revoke your License Key at any time, with or without cause, effective on notice.
11.3. This Agreement terminates automatically if you breach any of its terms.
11.4. Effect of termination. On expiry or termination, all licenses granted end immediately, and you must stop using the Software and permanently delete or destroy all copies of the Software and License Key in your possession or control. Sections 4, 6, 7, 8, 9, 10, 12, and 14 survive termination.
12. Data Protection
12.1. What we collect at download. To gate the download and record your acceptance, we collect your full name, work email, company, originating IP address, browser user agent, the version of this Agreement, and the timestamp of acceptance.
12.2. Why we collect it. We use this information to verify and record your agreement to these terms, to issue and manage your License Key, to maintain an audit record of issuance and download consent, to communicate with you about the evaluation, and to protect our legitimate interests in the Software.
12.3. We handle this information in accordance with applicable data protection law and our privacy notice. [COUNSEL: confirm lawful basis, retention period, and cross-border transfer position for the target jurisdiction, and link the applicable privacy notice.]
13. Export Control and Compliance
13.1. You must comply with all applicable export control, sanctions, anti-bribery, and other trade and compliance laws in connection with the Software.
13.2. You represent that you are not located in, and will not use or export the Software to, any country or party subject to applicable government embargo or restriction, and that you are not a restricted or denied party under any applicable law.
14. General
14.1. Governing law. This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], without regard to its conflict-of-laws rules.
14.2. Jurisdiction. The parties submit to the exclusive jurisdiction of the courts of [JURISDICTION / VENUE] for any dispute arising out of or relating to this Agreement.
14.3. Entire agreement. This Agreement, together with any Mutual Non-Disclosure Agreement in effect between the parties, is the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous understandings on the subject.
14.4. Severability. If any provision of this Agreement is held unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
14.5. No waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.
14.6. Assignment. You may not assign this Agreement without Licensor's prior written consent. Licensor may assign it freely.
14.7. Notices. Legal notices to Licensor must be sent to [NOTICE ADDRESS] and, where applicable, to [NOTICE EMAIL].
Licensor: [LEGAL ENTITY NAME]
Notice address: [NOTICE ADDRESS]
Agreement version: 1.1.0-draft
Effective date: [EFFECTIVE DATE]