Free Trial Terms

These Free Trial Terms (the "Terms") are a binding agreement between Clarivize, Inc., a Washington corporation ("Clarivize"), and the business, organization, or other legal entity on whose behalf these Terms are accepted ("Customer"). The individual accepting these Terms represents and warrants that they have authority to bind Customer to these Terms.

THESE FREE TRIAL TERMS GOVERN NO-CHARGE ACCESS TO THE CLARIVIZE SOFTWARE. BY CHECKING THE ACCEPTANCE BOX, OBTAINING OR USING A FREE TRIAL LICENSE KEY, OR USING THE SOFTWARE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE AND REMOVE OR DISCONNECT IT FROM YOUR TELEMETRY PIPELINE.

1. The Software and Free Trial Offering

“Software” means the Clarivize telemetry processor, related workflows, documentation, and features enabled by a license key. The Software can reduce telemetry volumes, apply rules-based changes for optimization or masking sensitive data, and permit users to view telemetry content. Clarivize distributes the Software through Microsoft Azure Marketplace, Docker Hub, and other channels we may authorize.

The “Free Trial Offering” is the no-charge functionality made available under a Free Trial license key. Each key identifies its enabled features and expiration date. Clarivize may offer a key with any combination of then-available features. Features may change between keys or Software versions, but the Terms presented for an issued key will not change during that key’s term unless you affirmatively accept replacement terms.

2. Eligibility and Acceptance

The Software is intended solely for use by businesses and their authorized personnel. By accepting these Terms, obtaining a license key, accessing the Software, or otherwise using the Software, you represent and warrant that:

(a) you are at least eighteen (18) years of age;

(b) you are authorized to act on behalf of, and bind, the Customer;

(c) Customer has authorized the use of the Software and agrees to be responsible for all activities conducted through Customer's use of the Software, license keys, accounts, and authorized users; and

(d) you and Customer will comply with these Terms and all applicable laws.

If you are accepting these Terms on behalf of a Customer, references to "you" and "your" in these Terms mean both the individual accepting the Terms and the Customer that individual represents. If you do not have authority to bind the Customer, you must not accept these Terms or access or use the Software.

Acceptance of these Terms occurs through the clickwrap mechanism presented by Clarivize in connection with issuance, activation, or use of a license key. Electronic acceptance has the same legal effect as a handwritten signature.

3. Access and Use Rights

Subject to these Terms, Clarivize grants you, during the applicable Free Trial Offering term, a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Software solely for your internal business purposes.

The scope of your access and use rights is determined by the license key issued by Clarivize. A license key may enable some or all Software features and may contain usage, functionality, or expiration parameters selected by Clarivize. Clarivize may issue different license keys with different feature sets, functionality, and durations.

You may permit your employees, contractors, consultants, and other personnel acting on behalf of your organization to access and use the Software under your license key, provided that you remain responsible for their compliance with these Terms.

The Free Trial Offering is provided at no charge and does not automatically convert into a paid subscription. Unless otherwise agreed in writing, continued access to features made available through a Free Trial license key ends when the applicable license key expires or is otherwise disabled in accordance with these Terms.

Except for the limited access and use rights expressly granted in this Section, Clarivize and its licensors retain all right, title, and interest in and to the Software, including all technology, workflows, documentation, improvements, modifications, and intellectual property rights embodied therein.

4. Free Trial Term, Expiration, and Continuing Access

No fees are due for the Free Trial Offering, and no payment method is required. The Free Trial Offering does not automatically convert to a paid subscription. When a key expires, paid or time-limited features may be reduced or disabled. Clarivize will provide a seven-day grace period after expiration before the applicable feature reduction is fully implemented, unless earlier suspension or termination is permitted under Section 14.

Clarivize may make a continuing no-charge tier available after expiration. The enabled features and limitations of that tier are determined by the then-active key and Software configuration. Availability of a continuing tier does not create an obligation to continue any feature indefinitely.

You may remove or disconnect the Software at any time. The Software operates in your environment, and you may export or manage your telemetry, configurations, and other customer-controlled data at any time, subject to the capabilities of your environment and the Software version you use.

5. Paid Subscription; Promotional Pricing

A paid subscription requires a separate affirmative purchase, such as selecting an available plan or contacting Clarivize sales. Charges begin only when that separate purchase is completed. Any paid plan, price, term, feature scope, payment method, cancellation, refund, upgrade, downgrade, or other commercial term will be presented separately before purchase and will be governed by the applicable order or paid-subscription terms, not these Terms.

Clarivize may allow a new customer to use a Free Trial key to qualify for reduced pricing for up to one year. Eligibility, discount amount, duration, and other conditions will be stated with the applicable offer. Promotional pricing is not guaranteed merely because you received or used a Free Trial key.

6. Use Restrictions

You will not, and will not permit any third party to:

• reverse engineer, disassemble, decompile, decode, adapt, translate, or otherwise attempt to derive or gain access to source code, non-public structure, algorithms, or underlying ideas of the Software, except to the limited extent applicable law prohibits this restriction;
• copy, modify, create derivative works of, scrape, or use automated means to extract the Software or documentation, except for copies expressly allowed by documentation or applicable law;
• rent, lease, lend, sell, resell, sublicense, distribute, publish, assign, transfer, or otherwise make the Software or a license key available as a standalone product or service;
• use the Software, its outputs, or non-public information to develop, train, test, validate, or improve a competing product or service;
• conduct or publish benchmarks, performance results, reviews, screenshots, or competitive comparisons without prior written consent from an officer of Clarivize;
• circumvent or defeat a license-key expiration, enabled-feature limitation, access control, or other technical restriction;
• remove proprietary notices or misrepresent the source or ownership of the Software; or
• use the Software unlawfully, to infringe another person’s rights, to introduce malicious code, to compromise security, or in a manner that materially interferes with the Software or another system.

7. Your Environment, Data, and Responsibilities

The Software is deployed in and processes telemetry within an environment you or your business controls. As between you and Clarivize, you retain ownership of data that passes through the Software and outputs generated from that data. Clarivize does not require a license to customer telemetry merely to provide the locally deployed functionality described in these Terms and does not have access to customer inputs or outputs through the Software’s ordinary operation.

You are solely responsible for your environment; your telemetry pipeline; configurations, rules, masking, sampling, and routing decisions; access controls; backups; regulatory and contractual compliance; and all data submitted to or processed by the Software. You may process personal, confidential, sensitive, regulated, health, financial, or third-party data only if you have all necessary rights and authorizations and configure and secure the Software and your environment appropriately. No business associate, data processing, security, or other regulated-data commitment applies unless Clarivize signs a separate written agreement expressly providing it.

You will evaluate the Software safely, including through parallel processing, non-production data, staged deployment, backups, testing, validation, and other controls appropriate to the nature and sensitivity of your systems and data. You will independently review and validate the Software’s configuration, processing, and outputs before relying on them.

8. Telemetry and Privacy

The Software may send Clarivize performance and usage statistics for product improvement, including total data volume processed, data-reduction percentage, output data volume, the number and types of configured rules, CPU and memory usage, configuration identifiers, protocol type, and configured sampling options and rates (“Usage Statistics”). Usage Statistics are not intended to include the content of customer telemetry. Clarivize does not use customer inputs or outputs to train, fine-tune, evaluate, or improve artificial intelligence models.

Clarivize may use aggregated or de-identified Usage Statistics for analytics and product improvement during and after the expiration of the Free Trial Offering term. You may request that Clarivize not collect Usage Statistics by contacting privacy@clarivize.io. Clarivize’s collection and use of personal data under these Terms is governed by its Software Privacy Policy, incorporated into these Terms by reference and available at privacy.html.

9. Ownership; Feedback

Clarivize and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Software, its workflows, documentation, and all improvements, modifications, and derivative works of those materials. Except for the express license in Section 3, no rights are granted by implication, waiver, estoppel, or otherwise.

If you provide suggestions, comments, ideas, or other feedback about the Software (“Feedback”), you grant Clarivize a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable right to use, reproduce, modify, distribute, commercialize, and otherwise exploit the Feedback for any purpose without attribution, restriction, or compensation. Feedback does not include customer telemetry content.

10. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or reasonably should be understood to be confidential given its nature and the circumstances of disclosure. It excludes information that the recipient can document: (a) is publicly available through no breach; (b) was already lawfully known without restriction; (c) is received lawfully from a third party without a duty of confidentiality; or (d) is independently developed without use of Confidential Information.

The recipient will use Confidential Information only to exercise rights or perform obligations under these Terms, protect it using at least reasonable care, and disclose it only to personnel and contractors who need to know it and are subject to confidentiality obligations. A recipient may disclose Confidential Information when legally required if, where lawful, it gives prompt notice and reasonable assistance in seeking protective treatment. These duties last five years after disclosure, except that trade secrets will be protected while they remain trade secrets under applicable law.

11. Support and Changes

Free Trial users may request email support at support@clarivize.io. Support is provided on an as-available basis, with no guaranteed response time, resolution, maintenance, update, uptime, service level, or performance commitment. Documentation, tutorials, and guidance may be made available separately.

Free Trial features are subject to change. Clarivize will not remove or discontinue features enabled under an unexpired key except as allowed by Section 14, as necessary to address a security or legal risk, or with your acceptance of a replacement key and updated terms. Clarivize may change features available under a future or replacement key.

12. Disclaimer of Warranties

THE SOFTWARE, DOCUMENTATION, SUPPORT, USAGE STATISTICS FUNCTIONALITY, AND Free Trial OFFERING ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLARIVIZE DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

CLARIVIZE DOES NOT WARRANT THAT THE SOFTWARE OR ANY RESULT WILL BE UNINTERRUPTED, ERROR FREE, SECURE, ACCURATE, COMPLETE, NON-DUPLICATIVE, OR COMPATIBLE WITH ANY SYSTEM; WILL ACHIEVE ANY INTENDED RESULT; OR WILL PREVENT THE DISCLOSURE OR MISUSE OF DATA. OUTPUTS AND PROCESSING RESULTS MAY BE INACCURATE, INCOMPLETE, OR DUPLICATIVE. YOU ARE RESPONSIBLE FOR TESTING, VALIDATING, SECURING, AND DETERMINING THE SUITABILITY OF THE SOFTWARE AND ITS RESULTS.

13. Indemnification

You will defend, indemnify, and hold harmless Clarivize and its affiliates, officers, directors, employees, contractors, licensors, successors, and assigns from and against third-party claims, damages, judgments, settlements, penalties, costs, and reasonable attorneys’ fees arising from or relating to: (a) your or your permitted users’ data, configurations, outputs, or use of the Software; (b) unlawful conduct, infringement, or violation of a third party’s rights; (c) misuse of the Software or breach of these Terms; (d) circumvention of license or technical restrictions; or (e) unauthorized access, disclosure, or misuse resulting from your environment, configuration, access controls, or failure to comply with applicable law.

Clarivize will promptly notify you of a covered claim and provide reasonable cooperation at your expense. You will control the defense and settlement, but may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release Clarivize without Clarivize’s prior written consent. Clarivize may participate with counsel at its own expense.

14. Suspension and Termination

You may stop using and remove or disconnect the Software at any time. Clarivize may suspend or terminate the Free Trial Offering or a key at any time. Without limiting that right, Clarivize may act immediately for breach, misuse, unlawful activity, security risk, circumvention, or conduct that could harm Clarivize, the Software, or another person or system.

Upon expiration or termination, rights granted under these Terms end for the affected features or key, except for any continuing no-charge functionality then enabled by a valid key. You must stop using disabled features and, if the entire license is terminated, remove or disconnect the Software. Because the Software and customer data reside in your environment, termination does not itself delete or affect customer-controlled data. Sections 6 through 10 and 12 through 18, and any provisions that by their nature should survive, survive expiration or termination.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLARIVIZE WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THE SOFTWARE, Free Trial OFFERING, OR THESE TERMS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, PRODUCTION, SAVINGS, GOODWILL, OR REPUTATION; BUSINESS INTERRUPTION; LOSS, CORRUPTION, INTERRUPTION, DELAY, OR RECOVERY OF DATA; SYSTEM OR DATA SECURITY INCIDENT; OR COST OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLARIVIZE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SOFTWARE, Free Trial OFFERING, OR THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO CLARIVIZE FOR THE Free Trial OFFERING DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, WHICH FEES ARE ZERO. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

16. Changes to These Terms

Each license key may be associated with a version or timestamp identifying the Terms presented when the key is issued. Clarivize may update these Terms for future or replacement keys. Updated Terms will apply only after you obtain or use a new or replacement key and affirmatively accept the Terms then presented. If you do not agree, do not obtain or use the new key and discontinue use when your current rights expire. Continued use of a new key after notice and acceptance constitutes agreement to the updated Terms.

17. Governing Law and Disputes

These Terms are governed by the laws of the State of Washington, without regard to conflict-of-laws rules. Any legal action arising out of or relating to these Terms or the Software must be brought exclusively in the state or federal courts located in King County, Washington, and each party irrevocably submits to the personal jurisdiction and venue of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18. General Terms

Assignment. You may not assign or transfer these Terms or any key without Clarivize’s prior written consent. Clarivize may assign these Terms in connection with a merger, reorganization, sale of assets, or by operation of law. Any prohibited assignment is void.

Export and sanctions compliance. You will comply with applicable trade, export-control, and sanctions laws and will not permit access to the Software where prohibited by law or without required authorization.

U.S. Government users. The Software and documentation are commercial computer software and commercial computer software documentation. Government users receive only the rights granted to other users under these Terms, subject to applicable procurement law.

Equitable relief. A breach or threatened breach of Sections 6, 9, or 10 may cause irreparable harm for which damages are inadequate. Clarivize may seek injunctive or other equitable relief in addition to other remedies, without posting bond to the extent permitted by law.

Severability; waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain effective. A waiver must be in writing, and a delay or failure to enforce a right is not a waiver.

Entire agreement; order of precedence. These Terms and the incorporated Software Privacy Policy are the entire agreement concerning the Free Trial Offering and supersede prior or contemporaneous communications on that subject. If these Terms conflict with marketplace terms that cannot be varied, those marketplace terms control only to the extent of the conflict. Separate paid-subscription terms govern a paid purchase.

No third-party beneficiaries; relationship. There are no third-party beneficiaries. The parties are independent contractors, and these Terms do not create an agency, partnership, franchise, fiduciary, or employment relationship.

Electronic contracting. You agree to transact electronically and that electronic acceptance has the same force as a handwritten signature. Headings are for convenience only. “Including” means “including without limitation.”