Trial Use Agreement
Version dated 10 August 2026
This Trial Use Agreement (“Agreement”) is entered into between Virtasant, LLC (“Service Provider”) and the individual or entity accepting this Agreement (“Customer”) and sets forth the terms and conditions under which Service Provider will provide access to Service Provider’s software (the “Software”) for use by Customer as described herein.
BY PROCEEDING TO DOWNLOAD, INSTALL, ACCESS OR USE THE SOFTWARE YOU HEREBY ACKNOWLEDGE AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN CLICK “DO NOT ACCEPT,” DO NOT INSTALL, ACCESS OR USE THE SOFTWARE AND DELETE THE SOFTWARE FROM YOUR COMPUTER SYSTEM. BY INSTALLING, ACCESSING OR USING THE SOFTWARE OR BY CLICKING ON “ACCEPT” YOU ACKNOWLEDGE AND AGREE THAT ON BEHALF OF YOURSELF AND YOUR EMPLOYER YOU HAVE READ THIS AGREEMENT CAREFULLY, THAT YOU AND YOUR EMPLOYER AGREE TO BE BOUND BY THIS AGREEMENT AND THAT IF APPLICABLE YOUR EMPLOYER HAS INFORMED YOU OF THE RELEVANT PROVISIONS OF THIS AGREEMENT WHICH MAY BE APPLICABLE TO YOU. THIS AGREEMENT SHALL GOVERN YOUR INSTALLATION, ACCESS AND USE OF THE SOFTWARE IN WHICH THIS AGREEMENT IS ELECTRONICALLY EMBEDDED. SERVICE PROVIDER URGES YOU TO CAREFULLY READ THIS AGREEMENT AND ASSESS YOUR USE OF THE SOFTWARE PRIOR TO INSTALLING OR USING THE SOFTWARE OR MAKING ANY DECISION TO USE OR PURCHASE IT. THE DATE ON WHICH YOU FIRST DO ANY OF THE FOREGOING IS THE “EFFECTIVE DATE.”
1 License Grant and Rights of Use
Service Provider hereby grants to Customer a nonexclusive and nontransferable right and license to test and evaluate the Software, strictly in accordance with the terms and conditions of this Agreement. The Software may only be used at the location of the Customer.
Customer may only use the Software for its own internal purposes so that Customer may evaluate the use of the Software for Customer’s requirements.
This Agreement shall commence on the Effective Date and continue until terminated as set forth in Section 7 below.
2 Confidentiality
The Software and other related materials furnished by Service Provider (collectively the “Proprietary Information”) contain valuable and confidential information which is proprietary to Service Provider, and which constitutes trade secrets and unpublished copyrighted material of Service Provider.
Customer shall not sell, lease, license, assign, transfer, or disclose the Proprietary Information to any third party and shall not copy, reproduce or distribute the Proprietary Information in whole or in part to any third party. Customer shall take every reasonable precaution to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Proprietary Information.
Customer shall not reverse engineer the Software, or disassemble, decompile, or otherwise apply any procedure or process to the Software in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Software or any algorithm, process, procedure or trade secret information contained in the Software.
Customer acknowledges that Service Provider shall have the right to take all reasonable steps to protect its Proprietary Information, including, but not limited to injunctive relief and any other remedies as may be available at law or in equity in the event Customer does not fulfill its obligations under this Section 2.
Customer’s obligations hereunder shall not apply to any material or information that (i) is or becomes a part of the public domain through no act or omission of Customer, or (ii) is independently developed by Customer by individuals who have not had access to the Proprietary Information.
3 Ownership
Nothing in this Agreement shall be construed to convey any title or ownership rights to the Software or Proprietary Information to Customer and title to the Proprietary Information shall remain with Service Provider.
At Customer’s discretion, Customer may provide feedback to Service Provider concerning the functionality and performance of the Software, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). If Customer, through its evaluation or otherwise, suggests any Feedback, Customer hereby grants and agrees to grant to Service Provider at no charge a perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.
4 Support
Service Provider may, in its sole discretion, provide Customer with limited consulting support in connection with the Software (“Consulting Services”). The substance of such Consulting Services shall be at the sole discretion of Service Provider. Service Provider is under no obligation to provide any Consulting Services, updates, support, or maintenance for the Software, and any Consulting Services Service Provider elects to provide do not include software development or maintenance and support services.
Customer may request additional professional services by contacting the Service Provider team. Any professional services provided by Service Provider will be subject to Service Provider’s standard Professional Services Terms and Conditions then in effect, which will govern such services notwithstanding anything to the contrary in this Agreement.
Customer may unlock additional functionality within the Software by upgrading to a paid version of the Software, which Customer may arrange by contacting the Service Provider team. Customer’s use of any such upgraded or paid functionality will be subject to Service Provider’s standard SaaS Terms and Conditions then in effect, which will govern such upgraded use notwithstanding anything to the contrary in this Agreement.
5 Warranty
CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE IS BEING PROVIDED WITHOUT WARRANTY IN ITS CURRENT “AS IS” CONDITION FOR EVALUATION AND TESTING PURPOSES ONLY. SERVICE PROVIDER MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
In addition to the disclaimer of warranties set forth above, it is understood that Service Provider makes no representations concerning the completeness, accuracy or operation of the Software. Furthermore, Customer shall have the sole responsibility for adequate protection and backup of its data used in connection with the Software, and Customer shall not make any claim against Service Provider for lost data, re-run time, inaccurate input, work delays or lost profits resulting from the use of the Software.
6 Liability Disclaimer
IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH EXCEED THE SUM OF FIVE HUNDRED DOLLARS ($500.00) AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
Service Provider shall not be liable to Customer for any delay or failure of Service Provider to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Service Provider. Such causes shall include, but are not limited to, acts of God, war, terrorist act, invasion, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, bank closures/failures, natural catastrophes, floods, fires, loss of electricity or other utilities, generalized lack of availability of raw materials or energy, governmental acts or omissions, changes in laws or regulations, labor strikes, or delays by Customer in providing required resources or support or performing any other requirements hereunder.
7 Termination
This Agreement shall continue until terminated as set forth in this Section 7. Either party may terminate this Agreement at any time, for any reason or no reason, immediately upon written notice.
Upon expiration or termination of this Agreement, Customer shall immediately discontinue use of the Software and return all copies of the Software and Proprietary Information to Service Provider within two (2) days from the effective date of termination. Such return shall be accompanied by a certificate, signed by an authorized representative of Customer, attesting to the foregoing discontinuance and return of all copies of the Software.
The obligations set forth in Sections 2, 3, 5, 6, 7.3 and 8 shall survive termination or expiration of this Agreement.
8 General
This Agreement constitutes the sole and exclusive statement of the terms and conditions governing Customer’s evaluation of the Software.
Customer shall comply with all applicable laws, rules, and regulations when using the Software. Customer hereby certifies that it will not directly or indirectly, export, re-export, or transship the Software or related information, media, or products in violation of United States laws, rules, and regulations.
This Agreement shall be governed and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws provisions of any state or jurisdiction. Any action arising out of this Agreement shall be brought in the state or federal courts located in Austin, Texas and each party hereby consents to the exclusive jurisdiction of such courts. This Agreement shall not be amended except in writing, signed by an authorized representative of both parties.
Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.