Last updated June 11, 2025

This Evaluation Agreement (this “Agreement”) is between Penrove, Inc. ("Penrove") and the applicable customer for which temporary access has been provisioned (“Evaluator”). Penrove and Evaluator hereby agree the following terms and conditions shall apply to Evaluator’s access to the Service.

1. Definitions.‍
1.1   “Evaluation Period” means the period commencing on the Effective Date and terminating on the earlier of: (i)10 days; (ii) termination of this Agreement in accordance with Section 8; or (iii) the effective date of a subsequent written agreement between Evaluator and Penrove for the Service.

‍1.2  “Service” means a temporary sandbox version of Penrove’s hosted software-as-a-service offering as made available to Evaluator hereunder.

‍1.3  “Software” means the software components of the Service that are developed by or for Penrove.

‍2.  Access.
2.1  Limited Access. Subject to the terms of this Agreement and solely during the Evaluation Period, Penrove hereby grants and Evaluator hereby accepts, on the terms and conditions of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service, subject to any other limitations imposed by Penrove in writing, for non-commercial testing and evaluation of the Service’s applicability, usability, performance and design. The Service shall be used only by Evaluator’s employees and contractors whose use of the Service is necessary for evaluation.
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‍2.2  Additional Restrictions.
‍2.2.1    Evaluator agrees not to, and not to assist or permit another to:
(a)  copy, modify, create derivative works of, transfer, assign, rent, resell, distribute or use the Service other than as expressly authorized in this Agreement;
(b) use the Service for any other purpose other than as expressly authorized under Section 2.1;
(c)  modify, adapt, translate, convert to another programming language, decompile, reverse engineer, disassemble or otherwise attempt to discover any source code related to the Software;
(d) remove, alter, modify or bypass any authorization codes required to activate the Software;
(e)  remove, deface or obscure any copyright or trademark notices or legends or any other proprietary notices in or on the Software;
(f)  disclose to others or reproduce the Software, unless specifically authorized in writing by Penrove.
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‍2.2.2   Evaluator agrees to promptly notify Penrove of any actual or suspected unauthorized use of the Service and Penrove’s intellectual property. Evaluator acknowledges and agrees that the Service is being provided by Penrove for testing and evaluation purposes only.

‍2.3 No Support. EVALUATOR ACKNOWLEDGES AND AGREES THAT PENROVE IS NOT OBLIGATED TO PROVIDE TECHNICAL SUPPORT OF ANY KIND FOR THE SERVICE. IF SUPPORT IS PROVIDED IT IS PROVIDED AS IS, WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS.

‍3.  PENROVE CONFIDENTIAL INFORMATION.
‍3.1 Definition.  As used in this Agreement, "Confidential Information" shall mean any Penrove information that (i) is designated as confidential orally or in writing by Penrove; or (ii) Evaluator knows, or has reason to know, is confidential or proprietary based upon its treatment by Penrove. Confidential Information includes, without limitation, the following pertaining to the Service: the design, technology, know-how, algorithms, computer programs, drawings, formulas or test data of the Software and related work in process or future development, and other computer programs, software or hardware products, product development plans, code, documentation, algorithms, know-how, trade secrets, formulas, processes, procedures, ideas, research, inventions (whether patentable or not), copyrights, schematics and other technical, business, financial and marketing information, forecasts, strategies, names and expertise of employees and consultants and customer or partner information of Penrove.

‍3.2 Confidentiality Obligation. Disclosure by Evaluator of Confidential Information will be made only to employees and contractors of Evaluator whose job duties require them to use the Confidential Information for the purposes permitted in this Agreement.  Evaluator agrees to take all appropriate action and to utilize the same effort to safeguard Confidential Information as it utilizes to protect its own trade secrets or proprietary information but, at a minimum, Evaluator shall take reasonable steps (i) to prevent the unauthorized use, dissemination or publication of the Confidential Information; (ii) not to divulge Confidential Information to any third party; (iii) not to make any use of such Confidential Information except for the purposes contemplated under this Agreement; (iv) to bind such employees of Evaluator to obligations prohibiting such employees from revealing Confidential Information (except to the extent required by such employee whose job duties require them to use the Confidential Information for the purposes permitted under this Agreement); and (v) to require that such Confidential Information be kept in a secure location or manner.

‍3.3 Notification.   Evaluator shall notify Penrove in writing immediately upon learning of the occurrence of any unauthorized use or disclosure of Confidential Information and shall assist Penrove in remedying any unauthorized use or disclosure of such Confidential Information.

‍3.4 Exceptions. Confidential Information shall not include Confidential Information that from and after the date of disclosure: (i) is or becomes a matter of public knowledge through no fault of Evaluator; (ii) was rightfully in Evaluator’s possession prior to receipt from Penrove free of any obligation of confidence; (iii) was rightfully disclosed to Evaluator by another person without restriction as to use or disclosure; or (iv) is independently developed by Evaluator without use of or reference to Confidential Information.

‍3.5 Return of Materials. Upon Penrove's written request, Evaluator agrees to promptly return to Penrove all materials furnished by Penrove which contain Confidential Information together with all copies thereof made by Evaluator, or to destroy such items and deliver to Penrove written certification that they have been destroyed.

‍4. FEEDBACK. Evaluator agrees to provide to Penrove reasonable suggestions, comments and other feedback with respect to the Service (“Feedback”). Evaluator grants Penrove, under all of Evaluator’s intellectual property and proprietary rights, an exclusive, transferable, perpetual, irrevocable, royalty-free, fully paid-up license to make, have made, use, copy, modify, and create derivative works of Feedback as part of any Penrove product, technology, service, specification or documentation.

‍5.  TITLE. Evaluator agrees that Penrove and/or its licensors own all right, title and interest (including all intellectual property rights) in and to the Service and the design, manufacture, operation or service thereof. Except for the limited license expressly set forth herein, Penrove reserves all rights in the Service.

‍6.  WARRANTY DISCLAIMER. THE SERVICE IS PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW PENROVE DISCLAIMS AND EXCLUDES ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. PENROVE DOES NOT WARRANT THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR WITHOUT TRANSMISSION PROBLEMS OR ERROR FREE. EVALUATOR BEARS ALL RISKS RELATING TO QUALITY AND PERFORMANCE OF THE SERVICE AND ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

‍7.  LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PENROVE, ITS AFFILIATES, PRINCIPALS, STOCKHOLDERS, OFFICERS, EMPLOYEES OR SUPPLIERS SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY LOSS OF REVENUE OR PROFIT, EXPENSE OR INCONVENIENCE, OR FOR ANY OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER CONTRACT, TORT OR ANY OTHER LEGAL CAUSE, ON ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE, MISUSE OR INABILITY TO USE THE SERVICE, OR CONFIDENTIAL INFORMATION, HOWEVER CAUSED, WHETHER OR NOT PENROVE, ITS AFFILIATES, PRINCIPALS, STOCKHOLDERS, OFFICERS, EMPLOYEES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF CERTAIN LIABILITIES SUCH AS LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT SUCH LIMITATION IS SO PROHIBITED. PENROVE’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO US $100.

‍8.  TERM AND SURVIVAL.
‍8.1 This Agreement shall continue until the earlier of: (a) expiration of the applicable Evaluation Period; or (b) upon delivery of written notice by either party to the other party of termination of this Agreement. Upon expiration or termination of this Agreement, Evaluator agrees to: (i) cease all use of that Service; and (ii) return to Penrove or, upon Penrove’s written request, destroy all Confidential Information and related materials with regard to that Service in Evaluator’s possession or control. Evaluator further agrees to deliver to Penrove written certification that Evaluator has complied with the terms of this Section.
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‍8.2 The provisions of Sections 2.3, 3, 4, 5, 6, 7, 8 and 9 of this Agreement shall survive the termination of this Agreement.

‍9.  GENERAL PROVISIONS.
9.1 Entire Agreement.  This Agreement constitutes the entire agreement between the parties and supersedes any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the Service.  Any modifications to this Agreement shall be invalid, unless made in writing and signed by a duly authorized representative of Penrove.

9.2 Publicity.  Neither party will issue any press release, marketing or similar materials discussing this Agreement except with the other party’s prior written approval.

‍9.3 Governing Law.  This Agreement will be construed, governed and interpreted in accordance with the laws, but not the rules relating to the choice of law, of the State of Delaware and the United States of America. In the event of any litigation between the parties, such litigation will be commenced and maintained in the state or federal courts located in Denver, Colorado. The parties expressly submit themselves to the jurisdiction of such courts.

9.4 Assignment.  Evaluator may not assign this Agreement or any rights hereunder (whether by purchase of stock or assets, merger, change of control, operation of law, or otherwise) without the prior consent of Penrove and any purported assignment by Evaluator shall be void.  Penrove may freely assign this Agreement to any of its affiliates without the prior written consent of Evaluator.

9.5 Independent Contractors.  It is agreed that the relationship between the parties is that of independent contractors, and nothing contained in this Agreement will be construed or implied to create the relationship of partners, joint venturers, agent and principal, employer and employee, or any relationship other than that of independent contractors.

‍9.6 No Waiver.  No term or provision hereof will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted.  No waiver (whether express or implied) will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach.

9.7 Injunctive Relief.  It is expressly agreed that a material breach of this Agreement will cause irreparable harm to Penrove and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, Penrove will be entitled to obtain timely injunctive relief or other equitable remedies to protect Penrove’s rights under this Agreement, in addition to any and all other remedies available at law.

9.8 Legal Action.  If any legal action arises under this Agreement or by any reason of any asserted breach of this Agreement, the prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred as a result of such legal action.

9.9 Counterparts.  This Agreement, and any amendments to this Agreement, may be executed in any number of counterparts and by the different parties hereto and thereto on separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original of this Agreement, and any amendments to this Agreement and all of which, when taken together, shall be deemed to constitute one and the same agreement.