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Trial Agreement

TRIAL AGREEMENT
This Trial Agreement (“Agreement”) sets forth the terms and conditions under which ShareStream Education Resources, LLC
(“ShareStream”) will provide access to the ShareStream Video Platform and Media Management System (“Platform”) to the
organization with which you are affiliated as you specified in the Organization field of ShareStream’s Start Free Trial form
(“Licensee”), for use as described herein. Licensee cannot use the Platform until Licensee has carefully read and agreed to this
Agreement by selecting the “I agree to the Trial, Agreement, Privacy Policy, and Terms” checkbox and clicking “Start Free
Trial”. The party agreeing and entering into this Agreement represents and warrants that they are authorized to bind Licensee.
If Licensee disagrees with the terms and conditions of this Agreement, Licensee cannot use the Platform. Furthermore by
accessing or otherwise using the Platform, which may include related materials and documentation, or any portion thereof,
Licensee agrees to be bound by all of the terms of this Agreement. This Agreement shall not become effective until
ShareStream provides Licensee with an account-activation email (and/or an email with the subject Welcome to ShareStream!)
and ShareStream reserves the right to reject any Licensee in ShareStream’s sole discretion.
  1. License Grant and Rights of Use
    1. ShareStream hereby grants to Licensee a nonexclusive and nontransferable right and license to test and evaluate the Platform, strictly in accordance with the terms and conditions of this Agreement. The use of the Platform includes hosting of up to 50GB of Licensee Data (as defined below).
    2. Licensee may only use the Platform for its own internal purposes so that Licensee may evaluate the use of the Platform for Licensee’s requirements in a non-production environment. Licensee may not use the Platform for any commercial benefit or purpose.
    3. This Agreement shall remain in effect for thirty (30) days from access to the Platform (the “Evaluation Period”).
  2. Licensee Obligations.
    1. Licensee is solely responsible for installing, testing, and maintaining Licensee’s computer hardware (i.e., servers), Platform, and network infrastructure or gateway at Licensee’s facilities or host locations, including any telecommunications equipment necessary to access the Platform (“Licensee’s System”) Licensee’s System to ensure proper access to the Platform.
    2. Licensee is responsible for installing and maintaining the Licensee’s System and ensuring that it complies with the minimum operating requirements of the Platform.
    3. Licensee is responsible for all activity occurring under user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Licensee’s use of the Platform, including those related to data privacy, international communications and the transmission of technical or personal data.
    4. ShareStream does not own any data, information, content, or other material that Licensee stores in the Platform (“Licensee Data”). Licensee, not ShareStream, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Licensee Data and ShareStream shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Licensee Data.
    5. Unless Licensee continues with a paid agreement for access to the Platform, ShareStream will destroy Licensee Data thirty (30) days after the conclusion of the Evaluation Period. Licensee must retain local copies of the Licensee Data that Licensee stores in the Platform.
  3. Confidentiality
    1. The Platform and other related materials furnished by ShareStream (collectively the “Proprietary Information”) contain valuable and confidential information which is proprietary to ShareStream and which constitutes trade secrets and unpublished copyrighted material of ShareStream.
    2. Licensee 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. Licensee shall take every reasonable precaution to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Proprietary Information.
    3. Licensee shall not reverse engineer the Platform, or disassemble, decompile, or otherwise apply any procedure or process to the Platform in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Platform or any algorithm, process, procedure or trade secret information contained in the Platform.
    4. Licensee acknowledges that ShareStream 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 Licensee does not fulfill its obligations under this Section 2.
  4. Ownership
    1. Nothing in this Agreement shall be construed to convey any title or ownership rights to the Platform or Proprietary Information to Licensee and title to the Proprietary Information shall remain with ShareStream.
    2. At Licensee’s discretion, Licensee may provide feedback to ShareStream concerning the functionality and performance of the Platform, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). If Licensee, through its evaluation or otherwise, suggests any Feedback, Licensee hereby grants and agrees to grant to ShareStream 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.
  5. Warranty
    1. Licensee acknowledges that the Platform is being provided without warranty in its current “AS IS” condition for evaluation and testing purposes only. SHARESTREAM MAKES NO WARRANTY OF ANY KIND WHATSOEVER,
      WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
    2. Licensee warrants that Licensee has the right to provide the Licensee Data and the Licensee Data does not infringe the copyright, patent, trade secret, trademark or other proprietary rights of a third party. Licensee bears all responsibility, liability and fees for Licensee Data, content or other materials uploaded, placed or otherwise accessed by Licensee or Licensee’s users through the Platform. For further clarification, Licensee shall be solely responsible for all Licensee Data and the use thereof through the Platform or otherwise
  6. Liability Disclaimer. LICENSEE AGREES THAT SHARESTREAM SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES, WHATSOEVER, ARISING OUT OF THE USE OF THE PLATFORM, EVEN IF SHARESTREAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
  7. Indemnification. Licensee shall defend indemnify and hold ShareStream and its licensors and each such party’s respective parent organizations, subsidiaries, affiliates, owners, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Licensee Data infringes the rights of, or has caused harm to, a third party; or (ii) a claim arising from the breach of this Agreement by Licensee or users of the Platform given access by Licensee.
  8. Termination
    1. This Agreement shall terminate upon expiration of the Evaluation Period. ShareStream may terminate this Agreement earlier however, if Licensee fails to perform any obligation required to be performed by it hereunder, upon giving Licensee written notice thereof.
    2. Upon expiration or termination of this Agreement, Licensee shall immediately discontinue use of the Platform and return all copies of the Proprietary Information to ShareStream within two (2) days from the effective date of termination. Such return shall be accompanied by a certificate, signed by an authorized representative of Licensee, attesting to the foregoing discontinuance and return of all copies of the Proprietary Information.
    3. The obligations of Sections 3, 4, 5, 6, 7, 8.2, 8.3, and 9 shall survive termination or expiration of this Agreement.
  9. General
    1. This Agreement constitutes the sole and exclusive statement of the terms and conditions governing Licensee’s evaluation of the Platform.
    2. Licensee shall comply with all applicable laws, rules, and regulations when using the Platform. Licensee hereby certifies that it will not directly or indirectly, export, re-export, or transship the Platform or related information, media, or products in violation of United States laws, rules, and regulations.
    3. This Agreement shall be governed and construed in accordance with the laws of Florida, 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 Miami, Florida and Licensee hereby submits to the exclusive jurisdiction of such courts. This Agreement shall not be amended except in writing, signed by an authorized representative of both parties.
    4. 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.