Evaluation Offerings Clause Samples

The Evaluation Offerings clause defines the terms under which a party may access and use certain products or services for evaluation purposes, typically on a trial or limited basis. This clause outlines the scope of the evaluation, such as time limits, restrictions on use, and any obligations regarding feedback or confidentiality. Its core function is to allow potential customers to assess the offerings before making a purchase decision, while protecting the provider from misuse or unintended liabilities during the evaluation period.
Evaluation Offerings. Customer’s use of Evaluation Offerings will be governed by this Agreement, as modified by this subsection. Customer may access and use the Evaluation Offerings for the sole purpose of determining whether to purchase Offerings and subject to any time period and usage limits set forth on the applicable Order. If no Order or evaluation time period is agreed upon prior to the commencement of any Evaluation Offerings, Customer’s use of the Evaluation Offerings will be subject to a time limit of thirty
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Evaluation Offerings. From time to time, we may offer you access to certain Services, and certain pre- release versions, features and functions of the Services, to you on a beta, trial, or evaluation basis (the “Trial Services”). Trial Services are provided to you free of charge, except as otherwise specified by us or as otherwise specified in your Order, and may only be used for your own internal testing and evaluation of such Trial Services. We may limit, suspend, or terminate your access to any portion of the Trial Services for any reason in our sole discretion. All restrictions, limitations, and obligations related to your access to and use of the Services set forth in this Agreement shall apply to your access and use of the Trial Services. Any Trial Services are subject to change without notice and may differ substantially upon commercial release. Trial Services are provided “as-is” and without warranty of any kind.
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Evaluation Offerings. From time to time, Customer may be invited to try certain offerings, applications or components comprising or relating to the Platform at no charge for a trial or evaluation period or if such services are not generally available to customers (collectively, “Evaluation Offerings”). Evaluation Offerings will be designated as beta, pilot, evaluation, trial, limited release or the like. Evaluation Offerings are for Customer’s internal evaluation purposes only and not for production use, are not supported, are provided “as is” without warranty or indemnity of any kind, and may be subject to additional terms. Unless otherwise stated by Open Raven, any Evaluation Offering trial period will expire sixty (60) days from the start date thereof. Open Raven may discontinue Evaluation Offerings at any time in its sole discretion and may never make them generally available. Open Raven will have no liability for any harm, loss or damage arising out of or in connection with any Evaluation Offerings or the use thereof.
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Evaluation Offerings. Caterpillar may provide the Digital Offering, and certain pre-release versions, features and functions of the Digital Offering, to you on a trial or evaluation basis (the “Evaluation Offerings”). With respect to any Evaluation Offerings, Caterpillar grants you (including Authorized Users) a limited, non-exclusive, revocable right and license to access and use the Evaluation Offerings during the Term on a trial basis, solely in a non-production capacity for your own internal testing and evaluation of the Evaluation Offerings. Notwithstanding anything to the contrary in this Agreement, Evaluation Offerings will not be subject to support or other obligations of Caterpillar, and are provided on an “AS IS”, “AS AVAILABLE” basis only. Caterpillar may terminate your right to access and use the Evaluation Offerings at any time, in its sole discretion, upon reasonable notice to you in accordance with Section 13.9. All restrictions, limitations and obligations relating to your access to and use of the Digital Offering set forth in this Agreement shall apply to your access to and use of the Evaluation Offerings.
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Related to Evaluation Offerings

  • Offering Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investors participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all Investors until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Investor, until such time as the Staff or the SEC does not require such identification or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such Investor as contemplated above).

  • Evaluation 1. The purposes of evaluation provisions include providing employees with feedback, and employers and employees with the opportunity and responsibility to address concerns. Where a grievance proceeds to arbitration, the arbitrator must consider these purposes, and may relieve on just and reasonable terms against breaches of time limits or other procedural requirements.

  • Underwritten Offerings If the Company at any time proposes to register any of its securities under the Securities Act, as contemplated by Section 8 hereof, and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder of Option Securities as provided in Section 8.1 and subject to the provisions of this Section 8.4, arrange for such underwriters to include all of the Option Securities to be offered and sold by such holder among the securities to be distributed by such underwriters. In the event that the managing underwriter of any underwritten offering informs the Company and the Holder or Holders of Option Securities requesting the inclusion of their securities in such offering in writing of its belief that the number of securities requested to be sold in such offering exceeds the number which can be sold in such offering, then the Company will include in such offering only securities proposed to be sold by Company for its own account and decrease the number of Option Securities so proposed to be sold and requested to be included in such offering (pro rata on the basis of the percentage of the securities, by number of shares, of the Company requested to be included in the offering by the Holder or Holders of such Option Securities and all other holders of the Company's securities proposing to include shares in such offering) to the extent necessary to reduce the number of securities to be included in such offering to the level recommended by the managing underwriter. The holder or holders of Option Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and any necessary or appropriate customary agreements, shall execute appropriate powers of attorney, and may at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holder or Holders of Option Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder or Holders of Option Securities. Any such Holder of Option Securities shall not be required to make any representations or warranties to or agreement with the Company or the underwriters other than representatives, warranties and agreements regarding such Holder, such Holder's Option Securities and such holder's intended method of distribution and any other representation required by law.

  • Requirements for Participation in Underwritten Offerings No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

  • Offerings Subject in part to the truth and accuracy of Investor's representations and warranties set forth in this Agreement, the offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.