FREE TRIAL TERMS AND CONDITIONS

PLEASE READ THESE FREE TRIAL TERMS OF SERVICE (THIS “AGREEMENT“) CAREFULLY. THIS AGREEMENT IS BETWEEN YOU AND LUCIDWORKS, INC., AND ITS AFFILIATES (“LUCIDWORKS“) AND GOVERNS YOUR ACCESS TO, EVALUATION OF, AND USE OF THE FREE TRIAL PRODUCTS AND SERVICES MADE AVAILABLE TO YOU BY LUCIDWORKS. BY ACCEPTING THESE TERMS AND CONDITIONS OR ACCESSING OR USING ANY TRIAL PRODUCTS OR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. ALL REFERENCES TO “YOU” AND “YOUR” IN THIS AGREEMENT MEAN THE PERSON ACCEPTING THESE TERMS AS AN INDIVIDUAL OR THE LEGAL ENTITY FOR WHICH THE REPRESENTATIVE IS ACTING, AS THE CASE MAY BE. THE TERM “USER” HEREIN MEANS THE PERSON OR ENTITY WHO ACCEPTS THESE TERMS AND ACCESSES OR USES THE TRIAL OFFERING.

PLEASE BE ADVISED: THIS AGREEMENT INCLUDES AN EXCLUSION OF DAMAGES AND AN AGGREGATE LIMITATION ON LIABILITY THAT OPERATES AS A RELEASE AND WAIVER OF YOUR ABILITY TO RECOVER CERTAIN DAMAGES FROM LUCIDWORKS. THIS AGREEMENT ALSO INCLUDES A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 14 (AGREEMENT TO ARBITRATE CLAIMS AND CLASS ACTION WAIVER) BELOW.

1. The trial offering includes any hardware, software, product, service, feature, functionality, or other technology that is either integrated with another offering or provided on a stand-alone basis (the “Product”) by Lucidworks and has been specifically designated in writing by Lucidworks as part of a free trial (each, a “Trial Offering“). Each Trial Offering may be more fully described in documentation or other materials provided to User by Lucidworks at the time User is given access to the Trial Offering or otherwise made available to User during the Term of this Agreement.
2. License Grant. Subject to the terms and conditions of this Agreement, and as specified in an Order or Acknowledgement Form, Lucidworks grants User a limited, revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free license during the prescribed limited time-period (the “Trial Period”) to use the Product (in object code format) solely for User’s internal evaluation purposes. This license permits User to access and use the Trial Offering during the Trial Period in accordance with the Product’s end-user documentation. The Product end-user technical documentation and specifications are available at https://doc.lucidworks.com (the “Documentation”). User will not use the Product for any purpose other than evaluating and testing such Product internally in connection with assessing whether User desires to enter into a paid subscription with Lucidworks for the Product. This Agreement does not provide a commercial license and User’s use of the Product after the Trial Period is subject to the parties’ entering into and executing a separate agreement.
3. Use Restrictions. User shall not use the Product or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, User shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Product or the Documentation, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Product or the Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Product, in whole or in part; (d) remove any proprietary notices from the Product or the Documentation; (e) share an account, login credentials, or passwords regarding or any other user rights with any other individual, unless otherwise expressly approved by Lucidworks in writing or (f) use the Product in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Unless otherwise agreed by the parties, User will not submit to, Lucidworks or allow Lucidworks to collect from User any information that may be considered protected or personal information (as defined by the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, the Health Insurance Portability and Accountability Act; or any other applicable or similar federal or state laws, rules, or regulations) which shall include but not be limited to protected or regulated health information, or cardholder or payment data (“Protected Information”).
4. Reservation of Rights. Lucidworks reserves all rights not expressly granted to User in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to User or any third party any intellectual property rights or other right, title, or interest in or to the Product.
5. User Obligations and Responsibilities. User will use reasonable efforts to prevent unauthorized third parties from accessing or using the Products and will notify Lucidworks promptly of any unauthorized access or use. User is solely responsible for the actions of any person or entity which receives access to the Products through User’s systems, through User’s request to Lucidworks, or through any User log-in or access code, whether or not such access is authorized by User. User is responsible for complying with all applicable laws and other legal requirements when using the Products, including applicable privacy laws and regulations relating to the collection, use, processing, and transfer of User Data. “User Data” means all electronic data or information submitted by User to the Products or collected by User by means of the Products. User has the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property rights in all User Data. User is responsible and liable for all uses of the Product and Documentation resulting from access provided by User, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
6. Support. Lucidworks has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Product or Documentation to User. However, Lucidworks agrees to use its reasonable efforts to correct errors in the Product and Documentation within a reasonable time and shall provide User with any corrections it makes generally available to other evaluation participants.
7. Trial Fee. The parties agree that no license fees or other fees will be payable under this Agreement in exchange for the licenses granted under this Agreement. User acknowledges and agrees that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.
8. Confidential Information. From time to time during the Trial Period, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
9. Intellectual Property Ownership; Feedback.
   1. User acknowledges that, as between User and Lucidworks, Lucidworks owns all right, title, and interest, including all intellectual property rights, in and to the Product and Documentation.
   2. User retains all ownership and intellectual property rights to User Data processed with the Products. User Data is considered Confidential Information as defined in Section 8. User hereby grants to Lucidworks a worldwide, royalty-free, non-exclusive license during the Trial Period to access, use, interact with, retrieve, collect, store, display, compile, copy, modify, and index User Data: (a) as necessary to provide the Products to User and manage User access to the Products; (b) to manage Lucidworks’ relationship with User; (c) as necessary to comply with any legal or regulatory obligations; and (d) as otherwise permitted under this Agreement. Lucidworks may, in its sole discretion, delete or destroy any User data stored within the Product at any time, including at the end of the Trial Period.
   3. If User or any of its employees, agents, or contractors submits, orally or in writing, suggestions or recommended changes to the Product or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Lucidworks is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. User hereby assigns to Lucidworks on User’s behalf, and on behalf of its employees, agents, and/or contractors, all right, title, and interest in, and Lucidworks is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Lucidworks is not required to use any Feedback.
10. Disclaimer of Warranties. THE PRODUCT AND DOCUMENTATION ARE PROVIDED “AS IS” AND LUCIDWORKS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LUCIDWORKS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LUCIDWORKS MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCT AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
11. Indemnification.

Infringement Indemnity. Lucidworks will indemnify, defend, and hold harmless any claim brought against User by any third party alleging that the Products, or portion thereof (excluding Open-Source Software), infringes such third party’s trademark or copyright arising under the law of the United States, provided that User notifies Lucidworks promptly in writing of the claim and grants Lucidworks sole control of the defense and of all negotiations for settlement or compromise thereof. The foregoing obligations will not apply to the extent that the claim or infringement was caused by: (a) User’s negligent acts or omissions; (b) User’s breach of this Agreement; (c) User’s intentional misconduct; (d) User’s violation of any applicable law; (e) Lucidworks’ compliance with specification or detailed instructions submitted by User; (f) User’s modification of the Products; or (g) User’s use of the Products in combination with software, hardware, or technology that was not provided by Lucidworks.

User Indemnity. User agrees to indemnify, defend, and hold harmless Lucidworks and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, expenses, or costs (including reasonable attorneys’ fees) resulting from any third-party claim, suit, action, or proceeding arising from or related to (a) User Data, including Protected Information; (b) unauthorized access to the Products by means of User’s account or the access information of any of User’s users; (c) User’s use of the Products other than as authorized by this Agreement, including any claim that User (or User’s employees or contractors), or User Data, has infringed or misappropriated the intellectual property rights of a third party, or has violated applicable law; (d) gross negligence or willful misconduct; or (e) a material violation of applicable law. In the event Lucidworks seeks indemnification or defense from User under this provision, Lucidworks shall promptly notify User in writing of the claim(s) brought against Lucidworks for which Lucidworks seeks indemnification or defense, provided that any delay or failure to provide such notice shall not relieve User of its obligations except to the extent User is materially prejudiced by such delay or failure. Lucidworks reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of Lucidworks’s choice. User may not enter into any third-party agreement, which would, in any manner whatsoever, affect Lucidworks’s rights, constitute an admission of fault by Lucidworks or bind Lucidworks in any manner, without Lucidworks’s prior written consent.

12. Limitations of Liability. IN NO EVENT WILL LUCIDWORKS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LUCIDWORKS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LUCIDWORKS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED USD $1,000.00.
13. Term and Termination. This Agreement is effective as of the Effective Date and, unless terminated earlier pursuant to this Section 13, will continue in effect until the expiration of the Trial Period. Either party may terminate this Agreement at any time, without cause, upon ten (10) days prior written notice. Lucidworks may terminate this Agreement on written notice to User if User materially breaches or fails to comply with any terms or conditions of this Agreement and does not cure such breach or failure within ten (10) days after receiving written notice thereof. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate and User shall cease using and delete, destroy, or return all copies of the Product and Documentation and certify in writing to the Lucidworks that the Product and Documentation has been deleted or destroyed. This Section 13 and Sections 4, 5, 8, 9, 10, 11, 12, and 15 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement. Upon expiration of the Trial Offering, User may elect to subscribe to the Product by entering into a paid subscription agreement with Lucidworks (the “Subscription Agreement”). If User does not enter into a Subscription Agreement prior to or on the expiration of the Trial Offering, access to the Product will be terminated. Notwithstanding the foregoing, if User continues to use the Product beyond the expiration of the Trial Offering without a valid Subscription Agreement in place, Lucidworks reserves the right to invoice User for such usage at Lucidworks’ then-current rates, and User agrees to pay such invoice.
14. Data Processing and Security. User Data processing under this Agreement shall at all times be subject to Lucidworks’ Privacy Policy, available at https://lucidworks.com/legal/privacy-policy/. Lucidworks agrees to deliver the Products under this Agreement using the technical and organizational security measures detailed at https://lucidworks.com/legal/tosm/
15. Miscellaneous.
    1. Entire Agreement. This Agreement, together with the Order or Acknowledgement Form, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. The parties intend for this Agreement to be separate and distinct from a master subscription agreement, terms of service, and any other agreement for Lucidworks services (each, a “Commercial Agreement“) that You may have with Lucidworks and this Agreement does not become part of, modify, supersede, or amend any Commercial Agreement between User and Lucidworks. User acknowledges that the terms and conditions of this Agreement govern and control its use of and access to the Trial Offering and not any Commercial Agreement nor any free trial terms that may be contained in a Commercial Agreement.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    3. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    4. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the County of San Mateo, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    5. Agreement to Arbitrate Claims. Any controversy or claim arising out of or relating to this contract, or a breach thereof, shall be determined by arbitration administered by the American Arbitration Association in accordance with its International Arbitration Rules. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be San Jose, California. The language to be used in the arbitral proceedings shall be English. Each party will pay its own attorneys’ fees and costs, except that the arbitrator may award attorneys’ fees and costs to the prevailing party. The parties shall share equally in the costs of arbitration. The parties to this agreement agree that the arbitration is confidential, and no evidence shall be called or given by any party to the dispute of anything which took place during the arbitration other than for the purpose of registering, reviewing or enforcing the award or as required by law. The arbitration award shall be final and binding on the parties. The parties undertake to carry out any award without delay and waive their right to any form of recourse based on grounds other than those contained in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. This Agreement also prevents User from bringing or participating in any kind of class, collective, or mass action, private attorney general action, or any other proceeding brought against Lucidworks by someone else.
    6. Exceptions to Arbitration. This Agreement does not require arbitration of the following types of claims: (1) small claims court actions brought by either User or Lucidworks, if the requirements of the court are met and the claims are only on an individual basis; and (2) claims pertaining to domain names or intellectual property rights, including trademarks, trade dress, trade secrets, copyrights, and patents.
    7. Assignment. User may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Lucidworks, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    8. No Third-Party Rights or Remedies. This Agreement does not and is not intended to confer any enforceable rights or remedies upon any person other than Lucidworks and User.
    9. Export Regulation. The Product may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. User shall not, directly or indirectly, export, re-export, or release the Product to, or make the Product accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Product available outside the US.
    10. U.S. Government Rights. Each of the Documentation and the Product is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if User is an agency of the U.S. Government or any contractor therefor, User only receives those rights with respect to the Product and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other U.S. Government Users and their contractors.
    11. Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 9(a) or, in the case of User, Section 3, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Updated 3/21/2025