Samsara Enterprise Trial Agreement

By clicking a box indicating your acceptance of this Samsara Enterprise Trial Agreement (“Agreement”), by executing a Samsara order form (“Order Form”) or other contract that references this Agreement, or otherwise accessing and/or using Samsara products and/or services (“Products”) for trial purposes (“Trial”), you or the company or legal entity or an affiliate of such company or legal entity for which you are accepting this Agreement (“Customer” and, collectively with Samsara, the “Parties”) agree to be bound by this Agreement.  The Products include any hardware Products and the Services (as defined below); in each case including any improvements, developments, modifications, patches, updates, and upgrades thereto that Samsara develops or provides. “Services” means the Samsara Software (as defined below), any data that is derived from the use of the Products except that to the extent it could directly or indirectly identify a natural person such data shall be anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify such natural person, and any training, consulting, or other professional services provided by Samsara. “Samsara Software” includes the software applications for smartphones and tablets or similar devices provided by Samsara (“Apps”), firmware embedded or otherwise running on hardware Products, Samsara's cloud-hosted software platform, including the interface accessed online (“Hosted Software”), the customer support services described at https://www.samsara.com/support, and Samsara’s product-related documentation (“Documentation”).

1. Trial Samsara Software License.  Subject to the terms of this Agreement, Samsara grants Customer a non-sublicensable, non-exclusive, non-transferable, limited, and revocable license to use and access the Samsara Software for a Trial as procured under an Order Form or other contract that references this Agreement (i) for the number and type of Samsara Software licenses specified in the applicable Order Form and solely for the functionality included therein; (ii) in accordance with the Documentation; and (iii) during Customer’s Trial period as set forth in the applicable Order Form (“Trial Period”). Samsara continuously improves and updates the Products. Samsara may change or discontinue all or any part of the Products, including changing, discontinuing, or removing features included in a Samsara Software license, at any time and without notice, at Samsara’s sole discretion.

2. Trial Hardware.  If the Trial includes hardware Products (“Trial Hardware”), (a) Customer is responsible for installation of the Trial Hardware and ongoing maintenance of any equipment into which the Trial Hardware is installed, (b) Customer can keep the Trial Hardware if Customer purchases the applicable Products at the end of the Trial Period, (c) Samsara will retain ownership over any Trial Hardware during the Trial Period, and physical title to any Trial Hardware transfers to Customer only after Customer has purchased the applicable Products, and (d) Customer agrees to either purchase the applicable Products or return any Trial Hardware included in the Trial to Samsara (a prepaid return shipping label will be provided upon request) at the end of the Trial Period. If Samsara does not receive the returned Trial Hardware or a signed Order Form for the purchase of the applicable Products within the time period set forth in Samsara’s Product Trial Hardware Returns policy at https://www.samsara.com/support/hardware-warranty, Customer will be billed for the Trial Hardware at list price and agrees to pay such fees immediately. 

3. Customer Data.  Customer owns all Customer-specific data captured by Customer’s use of any installed Trial Hardware, data submitted by Customer or by a third party (including from or through Non-Samsara Products (as defined below)) on Customer’s behalf into Apps and Hosted Software, and the analysis, reports, and alerts generated by the Products containing such data (collectively, “Customer Data”). Customer hereby grants to Samsara a non-exclusive, transferable, sublicensable, worldwide, and royalty free license to use, copy, modify, create derivative works based upon, display, and distribute Customer Data in connection with operating, supporting, improving, and providing the Products, including for anonymized and/or aggregated reporting and use. The foregoing right to use Customer Data shall survive the termination of this Agreement, unless legally prohibited or Customer requests in writing upon termination that such use be limited to non-personally-identifiable data. Samsara will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Samsara will not share Customer Data without Customer consent, except when the release of data is compelled by law or permitted herein. The “Data Protection Addendum” at https://www.samsara.com/legal/data-protection-addendum is incorporated herein, sets forth the Parties’ agreement with respect to Samsara’s processing of personal data on Customer’s behalf pursuant to this Agreement, and supersedes any prior agreements regarding Customer personal data. 

4. Consents.  Customer represents and warrants that: (i) Customer will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorizations and/or agreements from any employee or third party that are necessary for Samsara to collect, use, and share Customer Data in accordance with this Agreement, (ii) no Customer Data infringes upon or violates any individual or entity’s intellectual property rights, privacy, publicity or other proprietary rights and (iii) Customer will adhere to all applicable state, federal and local laws and regulations in the conduct of its business in relation to Samsara and its receipt and use of the Products. CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SAMSARA AND, IF RELEVANT, ITS SUBPROCESSORS AGAINST ANY LIABILITIES, DAMAGES, DEMANDS, LOSSES, CLAIMS, COSTS, FEES (INCLUDING LEGAL FEES), AND EXPENSES IN CONNECTION WITH ANY THIRD-PARTY LEGAL OR REGULATORY PROCEEDING ARISING FROM ANY ACT OR OMISSION OF CUSTOMER IN RELATION TO CUSTOMER INSTRUCTIONS OR FROM CUSTOMER’S BREACH OF THIS SECTION 4.

5. Confidentiality.  “Confidential Information” means any technical, financial, or business information disclosed by one Party to the other Party that: (i) is marked or identified as “confidential” or “proprietary” at the time of such disclosure; or (ii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Samsara Confidential Information includes any information related to the Products, including the pricing and payment terms and development thereof, Pre-Launch Offerings, Samsara Software Systems, or Samsara customers or partners, and any data or information that Samsara provides to Customer in the course of providing the Products to Customer for the Trial. Confidential Information excludes information that: (i) is now or hereafter becomes generally known or available to the public, through no breach of the receiving Party’s confidentiality obligations; (ii) was known, without restriction as to use or disclosure, by the receiving Party prior to receiving such information from the disclosing Party; (iii) is acquired by the receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving Party without use or knowledge of or reference to any Confidential Information of the disclosing Party.  Each Party will keep the other Party’s Confidential Information confidential from third parties and use it only for purposes of performing under this Agreement.  Notwithstanding the foregoing, a Party may disclose the other Party’s Confidential Information (a) to any agents or third party service providers of receiving Party in performing under the Agreement under reasonable confidentiality obligations, or as otherwise authorized by disclosing Party, and (b) if disclosure is required by public records request laws or other applicable law, provided that, unless prohibited by applicable law, the receiving Party will make reasonable efforts to give the disclosing Party advance notice of such requirement and reasonably cooperate with the disclosing Party at the disclosing Party’s expense to limit or protect such disclosure.

6. License Restrictions. Customer agrees not to do or attempt to do any of the following without Samsara’s express prior written consent: (i) resell, white label, or reproduce the Products or any individual element within the Product, Samsara’s name, any Samsara trademark, logo or other proprietary information, or the layout and design of any part of the Product; (ii) access, tamper with, or use non-public areas of the Samsara Software and any networks, systems, products, hardware, services, or data of Samsara, its providers, its partners, its customers, or any other third party, integrated with or connected to such Samsara Software (the “Samsara Software Systems”); (iii) gain unauthorized access to, interfere with, disable, or disrupt the integrity or security of the Samsara Software Systems; (iv) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented to protect the Samsara Software Systems or enforce a contractual usage limit; (v) transfer, copy, modify, sublicense, lease, lend, rent or otherwise distribute the Samsara Software to any third party; (vi) decipher, decompile, disassemble or reverse engineer any aspect of the Products, in whole or in part; (vii) impersonate or misrepresent an affiliation with any person or entity; (viii) use or access the Products for any competitive purpose; (ix) perform benchmark testing on the Products; (x) use the Products to store or transmit code, files, scripts, agents, software or programs intended to do harm or allow for unauthorized access, including, for example, viruses, worms, time bombs, and Trojan horses; (xi) use the Products to store, publish, submit/receive, upload/download, post, use, copy, or otherwise produce, transmit, or distribute infringing, libelous, defamatory, harassing, threatening, or otherwise unlawful or tortious material; or to store, publish, submit/receive, upload/download, post, use, copy, or otherwise produce, transmit, or distribute material in violation of third-party privacy rights; (xii) violate any applicable law or regulation; or (xiii) authorize, permit, encourage, or enable any other individual or entity to do any of the foregoing.  Samsara has the right to investigate violations of this Section 6 or conduct that affects the Samsara Software Systems and immediately suspend or terminate any or all of Customer’s access to the Samsara Software if it reasonably suspects or determines that Customer has violated this Section 6. Samsara reserves the right to limit or restrict Product access in unsupported countries. Samsara may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

7. Ownership; Proprietary Rights.  Notwithstanding anything to the contrary herein, Samsara owns all right, title and interest in and to the Services, including all associated intellectual property rights, improvements, modifications, and derivative works thereof, and comments, suggestions, and other feedback provided by Customer to Samsara related to the Services. No ownership rights are being conveyed to Customer under this Agreement. Except for the express rights granted herein, Samsara does not grant any other licenses or access rights, whether express or implied, to any other Samsara software, services, technology or intellectual property rights. 

8. Pre-Launch Offerings. From time to time, Samsara may in its sole discretion make Samsara hardware and/or software offerings and related documentation and accessories that are not generally available to Samsara customers and that may be in the alpha, beta, experimental, research, in development, prototyping, and/or testing phase (collectively, “Pre-Launch Offerings”) available to Customer for evaluation purposes. Should Customer opt to use a Pre-Launch Offering: Customer agrees to (i) enter into any additional terms required by Samsara for the applicable Pre-Launch Offerings; (ii) assume sole responsibility and all risk, and waive and release Samsara from any claims directly or indirectly arising from or related to the Pre-Launch Offerings; and (iii) without limitation, defend, indemnify, and hold harmless Samsara from any third party claims directly or indirectly arising from or related to the Pre-Launch Offering. PRE-LAUNCH OFFERINGS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. Customer acknowledges that Pre-Launch Offerings that may interact, interface, or integrate with third party products and/or services may not be validated or supported by such third parties and may interfere with the operations of or void warranties for such third party products and/or services. Samsara reserves the right to modify, terminate, or discontinue the Pre-Launch Offerings at any time in its sole discretion, for any reason, with or without notice, and without liability to Customer, and has no obligation to make any Pre-Launch Offerings generally available to Samsara customers. If Samsara decides in its sole discretion to make a Pre-Launch Offering generally available to Samsara customers as a new Product or part of an existing Product, Samsara may discontinue making such offering available to Customer as a Pre-Launch Offering at that point in time. Customer acknowledges and agrees that any continued usage after such discontinuation date will require that the Customer purchase or have already purchased the applicable Product under an Order Form and pay any additional amounts owed for such purchase. Except as explicitly set forth otherwise in this Section 8, Pre-Launch Offerings are subject to the same terms and conditions as are applicable to a “Product” under this Agreement.

9. Non-Samsara Products. The Products may contain links to or have the ability to integrate or interoperate with, import or export data to or from, provide access to, or be accessed by any web-based, offline, or mobile applications, or other resources, users, data, systems, networks, products, services, vehicles, equipments, hardware, or software functionality that is provided by Customer or a third party and that interoperates, integrates, and/or exchanges data with the Products (collectively, “Non-Samsara Products”).  If Customer opts to use any Non-Samsara Products, including but not limited to with respect to the exchange of data between Products and Non-Samsara Products, Customer agrees to: (i) assume sole responsibility for and all risk arising from Customer’s use of Non-Samsara Products and the content, functionality, or availability of any Non-Samsara Products, including waiving and releasing Samsara from any claims directly or indirectly related thereto; and (ii) without limitation, defend, indemnify, and hold harmless Samsara from any third party claims directly or indirectly arising from or related to Customer’s use of any Non-Samsara Products. SAMSARA PROVIDES NON-SAMSARA PRODUCT INTEGRATIONS “AS IS” WITHOUT WARRANTY OF ANY KIND AND ONLY AS A CONVENIENCE.

10. Term and Termination. The term of this Agreement begins upon the date on which Customer entered into this Agreement and shall continue until the expiration of the Trial Period. Either Party may terminate this Agreement at any time upon written notice to the other Party.

11. General.  SAMSARA’S ENTERPRISE TRIAL AGREEMENT AND OTHER TRIAL TERMS AND CONDITIONS MAY APPEAR ON SAMSARA’S TRIAL REGISTRATION WEBSITE. ANY SUCH ADDITIONAL TERMS AND CONDITIONS ARE INCORPORATED INTO THIS AGREEMENT BY REFERENCE AND ARE LEGALLY BINDING.  SUBJECT TO THE FOREGOING, THIS AGREEMENT CONSTITUTES THE ENTIRE AND EXCLUSIVE UNDERSTANDING AND AGREEMENT BETWEEN SAMSARA AND CUSTOMER REGARDING THE TRIAL AND TRIAL PRODUCTS , AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY AND ALL PRIOR ORAL OR WRITTEN UNDERSTANDINGS OR OTHER AGREEMENTS. CUSTOMER SHALL REVIEW THE APPLICABLE DOCUMENTATION DURING THE TRIAL PERIOD FOR DESCRIPTION OF APPLICABLE FEATURES AND FUNCTIONS OF THE PRODUCTS BEFORE A PURCHASE. THE SAMSARA PRODUCTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. NEITHER PARTY IS LIABLE FOR INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT. SAMSARA’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED $1,000 (ONE THOUSAND DOLLARS). THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS. ANY DISPUTE ARISING OR RELATING TO THIS AGREEMENT THAT CANNOT BE RESOLVED BY THE PARTIES WITHIN A PERIOD OF SIXTY (60) DAYS AFTER NOTICE OF A DISPUTE HAS BEEN GIVEN BY ONE PARTY HEREUNDER TO THE OTHER, SHALL BE FINALLY AND EXCLUSIVELY SETTLED IN ONE OF THE FOLLOWING VENUES AT SAMSARA’S ELECTION: (i) CONFIDENTIAL ARBITRATION IN SAN FRANCISCO, CALIFORNIA, UNITED STATES, USING THE ENGLISH LANGUAGE IN ACCORDANCE WITH THE ARBITRATION RULES AND PROCEDURES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS RULES) THEN IN EFFECT, BY ONE OR MORE COMMERCIAL ARBITRATOR(S) WITH SUBSTANTIAL EXPERIENCE IN RESOLVING COMPLEX CONTRACT DISPUTES, OR (ii) THE STATE OR FEDERAL COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA. IF SAMSARA ELECTS TO ARBITRATE A DISPUTE, THE PARTIES AGREE THAT SUCH ARBITRATOR(S) SHALL HAVE THE FULL AUTHORITY TO AWARD PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF, DAMAGES, AND ANY OTHER RELIEF AVAILABLE IN LAW, AT EQUITY, OR OTHERWISE PURSUANT TO APPLICABLE LAW AND THAT ANY EMERGENCY ARBITRATOR(S) APPOINTED IN ACCORDANCE WITH THE JAMS RULES SHALL HAVE AUTHORITY TO GRANT EMERGENCY RELIEF IN ACCORDANCE WITH THE JAMS RULES. SAMSARA MAY MODIFY THIS AGREEMENT AT ANY TIME, IN ITS SOLE DISCRETION. IF SAMSARA DOES SO, SAMSARA WILL INFORM CUSTOMER BY POSTING THE MODIFIED AGREEMENT TO THE SERVICES OR OUR WEBSITE OR THROUGH OTHER COMMUNICATIONS WITH CUSTOMER.