Trial Agreement

Please read this Trial Agreement ("Agreement") carefully before installing or using the software and services provided by Supermetal, Inc. ("Supermetal"). This is a legal agreement between you (referred to herein as "You" or "Trial User") and Supermetal. By installing, using or accessing software or services provided by Supermetal (the "Software"), you are agreeing to be bound by the terms of this Agreement, and obtaining a license to use the Software on an evaluation basis for a period of up to thirty (30) days or until you exceed the use limitations (e.g., number of hours) offered as part of your trial, whichever occurs first (the "Trial Period"). If you do not agree with the terms and conditions of this Agreement, do not access or use the Software.

TRIAL PERIOD

This Agreement will begin on the day that the Software is provided to you (the "Effective Date") and continue in effect for the Trial Period, unless Supermetal agrees in writing (including via email from an authorized Supermetal employee) to extend the term for a specific period. Supermetal may immediately terminate this Agreement if Trial User breaches any provision of this Agreement. Upon the expiration or termination of this Agreement, Trial User must (a) discontinue all use of the Software, (b) destroy or return to Supermetal all copies of any materials provided by Supermetal to you, and (c) promptly provide Supermetal with written confirmation (including via email) of your compliance with these provisions. Sections 1, 3, 4, 5, 6, and 8 will survive termination or expiration of this Agreement.

SOFTWARE LICENSE

Subject to the terms and conditions of this Agreement, Supermetal hereby grants to Trial User a limited, non-exclusive, non-transferable license, without right of sublicense, to internally use the Software, without modification, solely for personal evaluation during the term of this Agreement. This license will immediately terminate upon expiration or termination of this Agreement.

OWNERSHIP

The Software is licensed, not sold, by Supermetal to you. Supermetal and its suppliers own and retain all right, title, and interest, including all intellectual property rights, in and to the Software, including any improvements, modifications, and enhancements to it. Except for those rights expressly granted in this Agreement, no other rights are granted to you, either express or implied.

RESTRICTIONS

You agree not to decompile, disassemble, or reverse engineer the Software, or attempt to circumvent any security measures or usage restrictions present in the Software. You agree not to use the Software to develop a product that is competitive with the Software or any other Supermetal product or service. You will maintain the confidentiality of and not disclose to any third party: (a) the terms of this Agreement, (b) all non-public information disclosed by Supermetal to you under this Agreement, and (c) all Software performance data and all other information obtained by evaluating the Software. You agree not to modify, enhance or create derivative works of the Software.

WARRANTY DISCLAIMER

THE SOFTWARE IS PROVIDED "AS IS" FOR LIMITED EVALUATION ONLY, AND SUPERMETAL DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. SUPERMETAL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

THE TOTAL LIABILITY OF SUPERMETAL ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT PAID BY THE TRIAL USER TO SUPERMETAL PURSUANT TO THIS AGREEMENT OR ONE HUNDRED DOLLARS. IN NO EVENT WILL SUPERMETAL HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

RESTRICTED USE

Any use, duplication, or disclosure of the Software by the United States government is subject to the restrictions set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and the Commercial Computer Software – Restricted Rights clause at FAR 52.227-19. Use, duplication, or disclosure of the Software by the government of any other country is subject to that country's restrictions or similar applicable laws.

MISCELLANEOUS

This Agreement will be governed by the laws of the State of California, U.S.A., without reference to conflict of law principles. All disputes arising out of or related to it, will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. You will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Supermetal. This is the entire agreement between the parties relating to the evaluation of the Software. No waiver or modification of this Agreement is valid unless signed by each party. Supermetal may amend this Agreement from time to time. If Supermetal makes material changes to this Agreement, it will notify you by posting the change on the Supermetal website or sending you an e-mail at your primary email address, as provided by you to Supermetal. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following e-mail notice to you or thirty (30) calendar days following our posting of the notice on the Supermetal website.