Terms of Use

IMPORTANT - PLEASE READ CAREFULLY: THESE TERMS OF USE (THE “TERMS”) CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN YOU (AN INDIVIDUAL OR AN ENTITY) AND SUMMER FOREVER CO., A DELAWARE CORPORATION (“SUMMER FOREVER”) AND APPLIES TO YOUR USE OF THE SUMMER FOREVER DATA MANAGEMENT AND ANALYTICS PLATFORM OFFERED TO YOU (THE “SOFTWARE”).

BY CLICKING ON THE “I AGREE” BUTTON OR OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU AGREE AND ACKNOWLEDGE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE DO NOT USE THE SUMMER FOREVER SOFTWARE. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOUR USE OF THE SOFTWARE IS SUBJECT TO YOUR HAVING THE AUTHORITY TO BIND SUCH CORPORATION OR ENTITY TO THESE TERMS.

  1. SOFTWARE LICENSE. Subject to these Terms and during the Evaluation Period (as defined below), Summer Forever hereby grants to you a non-exclusive, non-transferable, non-sublicensable limited revocable license to use the Software, in object code form, solely for internal evaluation. You shall not use the Software in a production environment. This license is for Software in binary, executable object code only, and no rights are granted to any underlying source code. Your right to use the Software will automatically lapse at the end of the Evaluation Period or as under Section 2.
  2. EVALUATION PERIOD. Your evaluation license will begin on the first date of your use of the Software and continue in effect for three months (“Evaluation Period”), unless Summer Forever agrees in writing (including via email from an authorized executive) to extend the Evaluation Period. Summer Forever reserves the right, in its sole discretion, to revoke access and use of the Software at any time. The Evaluation Period will automatically terminate without notice if you breach any of these Terms. You also agree to stop all use of the Software upon the expiration or termination of the Evaluation Period.
  3. OWNERSHIP. The Software is licensed for limited evaluation, not sold, to you. Summer Forever owns all right, title, and interest, including all intellectual property rights, in and to the Software, including any improvements, modifications, and enhancements to it. You acknowledge that, as between Summer Forever and you, the Software and all intellectual property rights therein, including copyrights, patent rights, domain names, trade secret rights, know-how, and trademark rights, and any other proprietary rights are owned by Summer Forever.
  4. RESTRICTIONS. Except for those rights expressly granted in these Terms, no other rights or licenses are granted herein by implication, estoppel or otherwise. The licenses granted to you do not include and you will not: (a) modify, disassemble, decompile, reverse engineer, rent, lease, loan, transfer, download, transmit, distribute, pledge, assign, or encumber rights to the Software, or copy any file of which the Software is comprised, (b) use, disclose, provide, transfer or otherwise make available the Software, or any portion thereof, to any person other than persons within your corporation or entity, without the prior written consent of Summer Forever, (c) attach a debugger to a running version of the Software, (d) remove, alter, or cover any logos, trademark, patent rights, confidentiality legends, copyright notices or other proprietary rights notices placed or embedded on or in any part of the Software, (e) disable or circumvent any license key or other security feature of the Software, (f) use the Software for any commercial purpose, (g) use the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party, or (h) cause or permit any third party to do any of the foregoing. You will be fully responsible for (i) the conduct of any of your employees or contractors that breach the terms of these Terms, and (ii) any loss or unauthorized copies or use of the Software.
  5. FEEDBACK. You agree to provide feedback to Summer Forever concerning the functionality and performance of the Software, including identifying potential errors and improvements (“Feedback”), and hereby assign to Summer Forever all right, title, and interest in and to the Feedback. Feedback shall include responding to any surveys and questionnaires requested by Summer Forever and informing Summer Forever about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Software. Summer Forever may contact you and you agree to make available a reasonable amount of time to discuss the Software with Summer Forever, if so requested. You acknowledge Summer Forever's need to be able to freely use any Feedback provided by its users and to own any improvements to Software made by using or incorporating such Feedback (“Improvements”). Accordingly, you hereby assign to Summer Forever any rights you may have, including all intellectual property rights, in Feedback and Improvements and Summer Forever may exercise its ownership rights to such Feedback and Improvements and intellectual property rights subsisting therein without compensation, attribution or accounting. Without additional consideration, you agree to perform, at Summer Forever's expense, all acts reasonably necessary to perfect such rights in Summer Forever. Further, Summer Forever reserves the right to remotely observe your use of the Software to (i) measure the performance of the Software, or (ii) validate certain features or functionality of the Software.
  6. DATA. Summer Forever will have the right to review and monitor all use of the Software to ensure compliance with these Terms and evaluate performance of the Software. Summer Forever will also have the right to analyze user behavior to evaluate use of the Software, both on an individual basis and in the aggregate, and otherwise to collect, create and analyze metadata on an anonymized basis related to use of the Software provided that such metadata is never disclosed to any third party other than in an anonymized and aggregate format.
  7. CONFIDENTIALITY. By accessing or using the Software, you acknowledge that you will have access to Summer Forever's valuable information that is secret, confidential, proprietary and not generally known to the public, including without limitation, the features, functionality and existence of the Software, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports made available to you. In order to protect these trade secrets and the proprietary know-how contained in the Software, you will maintain the confidentiality of and not disclose to any third party: (a) these Terms, (b) all non-public information disclosed by Summer Forever to you under these Terms, (c) the Software, its functional specifications, coding structures, API's, technical specifications and accompanying documentation furnished by Summer Forever to you, if any, and (d) all Feedback, Software performance data and all other information and results obtained through evaluation of the Software (collectively, the “Confidential Information”). You shall not use any Confidential Information for any purpose other than as expressly authorized under these Terms. Without limiting the foregoing, you will use at least the same degree of care which you use to prevent the disclosure of your own confidential information of like importance, but in no event less than reasonable care, to prevent the disclosure of the Confidential Information. You shall limit access to Confidential Information solely to your employees who are required to have the information for purposes authorized under these Terms. You will ensure that each employee enters or has entered into a confidentiality agreement which contains terms that are substantially similar to and that are at least as protective of Summer Forever's rights as are the terms set forth in these Terms. It is agreed upon by both parties that any breach of this Section 7 by you shall constitute a material breach of these Terms. At the termination of these Terms or at any time upon request by Summer Forever, you will return all Confidential Information in your possession to Summer Forever and further agree that you will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the Software or any Confidential Information.
  8. PRIVACY POLICY. Acceptance of these Terms constitutes acceptance of our Privacy Policy, which can be seen at www.summer.io/privacy. All personal information we collect through the use of the Software is subject to our Privacy Policy. By using the Software, you consent to all actions taken by us with respect to your personal information in compliance with the Privacy Policy.
  9. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED “AS IS” WITH ALL FAULTS AND YOU AGREE TO USE AND ACCESS THE SOFTWARE AT YOUR OWN RISK. SUMMER FOREVER DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. SUMMER FOREVER MAKES NO GUARANTEES REGARDING THE QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, OR USEFULNESS OF THE SOFTWARE OR RESULTS OBTAINED THEREFROM. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, SUMMER FOREVER EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE OF ANY KIND WHATSOEVER, WHETHER STATUTORY, EXPRESS, IMPLIED OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SUMMER FOREVER OFFERS NO SUPPORT WITH RESPECT TO THE SOFTWARE AND NOTHING IN THESE TERMS ENTITLES YOU TO ANY SUPPORT, MAINTENANCE OR NEW VERSIONS OF THE SOFTWARE. YOU UNDERSTAND THAT THE SOFTWARE MAY HAVE ERRORS, BE INCOMPLETE, AND MAY PRODUCE UNEXPECTED RESULTS. YOU AGREE TO BACKUP DATA AND TAKE OTHER APPROPRIATE MEASURES TO PROTECT YOUR DATA AND SYSTEMS. FOR THE AVOIDANCE OF DOUBT, THE SOFTWARE IS PRE-RELEASE, EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND IS NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING. THE SOFTWARE MAY NOT OPERATE ACCURATELY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. IN NO EVENT SHALL SUMMER FOREVER BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SUMMER FOREVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  10. TERMINATION AND EXPIRATION. IN NO EVENT SHALL SUMMER FOREVER OR ANY OF ITS AFFILIATES, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “AFFILIATES”) BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SOFTWARE OR ANY OTHER SUBJECT MATTER OF THESE TERMS. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  11. LIMITATION OF REMEDIES AND DAMAGES. Either party may terminate these Terms at any time, for any or no reason, by providing written notice to the other. Upon such termination, you must immediately stop all use of the Software made available to you by Summer Forever.
  12. MISCELLANEOUS. These Terms will be governed by the laws of the State of Texas 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 Austin, Texas, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. The prevailing party in any action to enforce these Terms will be entitled to recover its attorneys' fees and costs in connection with such action. You will not assign your rights and obligations under these Terms, directly or indirectly, by operation of law or otherwise, without the prior written consent of Summer Forever. You acknowledge that Software has unusual and extraordinary value, and that the prospective breach of any of these Terms by you may cause Summer Forever great and irreparable harm, for which remedies available at law may be inadequate. Summer Forever shall be entitled to seek equitable relief to protect its intellectual property rights that are the subject matter of these Terms without prejudice as to other relief available at law. These Terms do not create a partnership, agency relationship, or joint venture between the parties. If any provision of these Terms is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties' intention and the remaining provisions will not be affected. Failure of Summer Forever to enforce a right under these Terms shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. These Terms along with the Privacy Policy along with any instructions provided by Summer Forever related to your use of the Software encompass the entire agreement between you and Summer Forever with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral.