Test Drive Terms of Use

Thank you for your interest in the Denvr Cloud, a revolutionary High-Performance Cloud that delivers GPU accelerated compute for AI, data analytics, and HPC.  Denvr Dataworks Corp. (hereinafter, “Denvr”) provides a limited, one-time, free evaluation "Test Drive" of this technology.  The Denvr Cloud Test Drive includes access to related websites, user interfaces, applications, content, and online services (referred to in the Terms of Use as "Test Drive") and is limited to a trial period to be determined at Denvr's sole discretion.  Your use of Test Drive during the trial period is governed by these Terms of Use.

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By registering for the Test Drive or using Test Drive, you are indicating that you have read, understand, and agree to be bound by these Terms of Use and acknowledge that you are subject to its terms and all other agreements, including the Privacy Policy, in connection with the Test Drive. If you do not agree to and accept these Terms of Use, do not register for or use the Test Drive.

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Denvr may, at its sole discretion, change these Terms of Use, including its Privacy Policy, which shall be effective immediately for all users who register for an account after such change is posted.

 

SCOPE OF TERMS OF USE

 

Service and Content

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Test Drive, and any content available through Test Drive, is available for your personal evaluation and non-commercial use only. Subject to these Terms of Use and during the limited trial period, Denvr grants you a limited, non-exclusive, non-transferable, revocable license to access Test Drive during the trial period, to access applications, content, and online services ("Test Drive Content") that are available in or through Test Drive.

 

Except for the foregoing limited licenses, no right, title or interest in and to the Denvr Cloud, Test Drive, Test Drive Content or client software are granted to you, and Denvr and its licensors reserve all rights, interests, and remedies in connection with the Denvr Cloud, Test Drive, Test Drive Content and client software.

 

You may not sell, rent, sub-license, lend, lease, modify, adapt, translate, distribute, disable, reverse engineer, de-compile, interfere with, circumvent, or disassemble any portion of the Denvr Cloud, Test Drive, Test Drive Content or client software. Except as stated in these Terms of Use or otherwise expressly permitted by Denvr in writing, you may not reproduce or transfer any portion of the Denvr Cloud, Test Drive, Test Drive Content and client software. You may not create any derivative works, attempt to create the source code from the object code, or download or use any Denvr Cloud, Test Drive, Test Drive Content or client software for any purpose other than as expressly permitted. You may not use the Denvr Cloud, Test Drive, Test Drive Content or client software to violate, or encourage the violation of, the legal rights of others, engage in, promote or encourage illegal activity, for any unlawful, invasive, infringing, defamatory or fraudulent purpose, to intentionally distribute viruses, worms, Trojan horses, malicious code, corrupted files, hoaxes, or other items of a destructive or deceptive nature; to interfere with the use of the authorized use of any of Denvr’s services, or the equipment used to provide any of Denvr’s services, by others. You may not use the Denvr Cloud, Test Drive, Test Drive Content or client software to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations. You may not use the Denvr Cloud, Test Drive, Test Drive Content or client software in a manner that threatens the security or functionality. You may not create, collect, transmit, store, use or process any customer data in a way that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party. You may not remove or obscure any proprietary notices or labels, including brand, copyright, trademark and patent or patent pending notices. You may not use the Denvr Cloud, Test Drive, Test Drive Content or client software for the purpose of building a competitive product or service, to perform any vulnerability, penetration or similar testing of any Denvr products or services; or in a manner intended to avoid incurring fees or exceeding usage limits or quotas. 

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You may not bypass, disable, or circumvent any encryption, security, digital rights management or authentication mechanism in connection with the Denvr Cloud Test Drive, Test Drive Content or client software, or share your account password with any other person. You agree to notify Denvr immediately of any unauthorized use of your password or account. The Denvr Cloud Test Drive, Test Drive Content and client software is not licensed to you for resale or distribution. You acknowledge that the content providers and licensors of Test Drive Content are intended third party beneficiaries who have rights to enforce these Terms of Use against you and your permitted users.

 

The quality of accessing Test Drive may vary and be affected by a variety of factors, such as your location, the bandwidth available through and/or speed of your Internet connection. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges. Denvr makes no representations or warranties about the quality of your user experience.

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Third Party Content

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Test Drive may enable access to Test Drive Content from third parties ("Third Party Content"). Such Third Party Content may not be available in all languages or in all countries and availability may change from time to time. Use of the Third Party Content may require you to accept additional terms and may be subject to additional fees. Denvr does not endorse or assume any responsibility for any Third Party Content, information, materials, products, or services. If you access a third party website from the Denvr Cloud Service, you do so at your own risk, and you understand that these Terms of Use and Denvr's Privacy Policy do not apply to your use of such sites. You expressly release, indemnify, and hold Denvr harmless from any and all liability arising from your use of any Third Party Content, website, service, or other materials. Third Party Content is owned or operated by third parties that may not be related to with or sponsored by Denvr and may not be authorized for use with our service in all countries. Use of Third Party Content is at your own option and risk.

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Termination

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Denvr may terminate or restrict your use of the Denvr Cloud Test Drive at any time and for any or no reason. Your rights under these Terms of Use will terminate automatically without notice from Denvr if you, or Denvr suspects you, fail to comply with these Terms of Use or engage in illegal or improper use of the Denvr Cloud Test Drive or Test Drive Content. Upon the termination of these Terms of Use, access to the Denvr Cloud Test Drive and Test Drive Content will be disabled.

 

The sole act of termination or suspension of the Denvr Cloud Test Drive and these Terms of Use by Denvr, for any reason, will under no circumstances result in any liability for Denvr. You are responsible for backing up all data and content, and acknowledge that Denvr has no obligation to store or return any data or content created or used in connection with the Denvr Cloud Test Drive, whether during or after the termination of the operation of the Denvr Cloud Test Drive.

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Privacy

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Denvr respects the privacy of all visitors to Test Drive and is committed to implementing appropriate protections for any Personal Information and other information that our users share with us. You acknowledge and agree that Denvr may monitor your use of Test Drive and may collect system and application data used with Test Drive for statistical and compliance purposes. Please review Denvr's Privacy Policy, which sets forth our policies and procedures regarding our collection, use, and/or sharing of your information, at privacy policy, the terms of which are incorporated herein.

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Disclaimers of Warranties

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The Denvr Cloud, Test Drive, Test Drive Content, client software and all Third Party Content are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, the Denvr Cloud, Test Drive, Test Drive Content and client software are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

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Without limiting the foregoing, Denvr, its subsidiaries, its affiliates, and its licensors do not warrant that the Denvr Cloud, Test Drive, Test Drive Content and client software is accurate, reliable, error-free or correct; that Test Drive will meet your requirements; that Test Drive will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Test Drive is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of Test Drive are downloaded at your own risk and you will be solely responsible for any damage to your computer system or network or loss of data that results from your use of the Denvr Cloud, Test Drive, Test Drive Content, and client software.

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Limitation of Liability

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IN NO EVENT SHALL DENVR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR USE ARISING OUT OF OR IN CONNECTION WITH THIS LIMITED WARRANTY, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF DENVR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DENVR'S TOTAL AGGREGATE LIABILITY FOR DAMAGES OF ANY NATURE, REGARDLESS OF FORM OF ACTION, SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100). 

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Governing Law and Your Rights

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These Terms of Use give you specific legal rights. You may also have other rights which vary from jurisdiction to jurisdiction. You hereby agree to all terms of this warranty in the English language. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. This agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. 

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Disputes

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For any dispute with Denvr, you agree to first contact us by emailing notice to Denvr at legal@denvrdata.com and attempt to resolve the dispute with us informally. 

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​Any lawsuits in connection with these Terms of Use will be initiated in Toronto, Ontario, Canada, and you irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. This choice of jurisdiction does not prevent either Party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. 

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General

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These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Denvr without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

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If Denvr needs to contact you about Test Drive, you consent to receive the notices by email. You agree that any such notices that we send you electronically will satisfy any legal communication requirements. Denvr is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us ("Feedback"), including responses to questionnaires or through postings to Test Drive, including the Denvr website and user interfaces, without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Denvr Cloud or Test Drive, and you hereby assign to Denvr any and all rights in any Feedback you provide. In addition, you agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law. If you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you hereby irrevocably waive any claim against Denvr and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the material or idea you sent.

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These Terms of Use, together with any amendments and any additional agreements you may enter into with Denvr in connection with Test Drive, shall constitute the entire agreement between you and Denvr concerning the Test Drive. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

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No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Denvr's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

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These Terms of Use were last modified on January 24, 2023.

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