EVALUATION TERMS

Last Update: August 13, 2026

These evaluation terms ("Evaluation Terms") govern the use of any Evaluation Offerings or other offerings made available by Chainguard, Inc. ("Chainguard") to Customer for its evaluation purposes (“Evaluation”). Capitalized used herein shall have the meaning ascribed in these Evaluation Terms. By executing an Access Form referencing these Evaluation Terms, the entity or organization identified as the customer therein ("Customer"), agrees to be bound by these Evaluation Terms for purposes of such  Access Form to the exclusion of all other terms. If Customer does not agree to these Evaluation Terms, Customer may not access or use any Evaluation Offerings or other offerings for Evaluation.

1. PRODUCTS AND SERVICES

(a) Product License Grant. Chainguard grants Customer a limited, non-exclusive, non-transferable, non-assignable (except as expressly set forth in these Evaluation Terms), and non-sublicensable license to use the Products and to the extent applicable, any Technology Previews, solely for Customer's internal evaluation purposes during the Evaluation Term, subject to the terms of these Evaluation Terms, including without limitation, Section 1(c) (Restrictions). All Third-Party Software is licensed by its maintainer under the applicable license. Nothing in these Evaluation Terms is intended to limit Customer's rights under, or grant Customer rights that supersede, the terms of any Third-Party Software.

(b) Access to Services. During the Evaluation Term of an applicable Access Form, but subject to Customer’s compliance with the terms of this Evaluation Terms, Chainguard shall make available for Customer’s use and access the Services and to the extent applicable, any Technology Previews, as specified in the applicable Access Form, solely for Customer’s internal evaluation purposes, and not for any other purpose, unless expressly authorized in such Access Form. Notwithstanding the foregoing, Chainguard may suspend the Services at any time if Chainguard reasonably believes Customer’s access to or use of the Services poses a security risk to or may adversely impact the Products or Services or in the event of a breach of Section 1(c) (Restrictions). 

(c) Restrictions. Customer agrees not to, and not to allow any third party to: (i) remove or otherwise alter any proprietary notices or labels from the Evaluation Offerings or any portion thereof; (ii) rent, sell, resell, distribute, or otherwise provide the Evaluation Offerings, in whole or in part, to third parties either a) as embedded in Customer's products and services, in a manner that allows any such third parties to reverse engineer such Evaluation Offerings, or b) as a stand-alone product or service; (iii) distribute the Evaluation Offerings or any portion thereof in a manner that references Chainguard's marks or in any way suggests or implies that Customer's distribution of Evaluation Offerings, or any portion thereof, is the same as Chainguard's or performs the same functions in the same way as when delivered directly by Chainguard; (iv) use or access the Evaluation Offerings for the purpose of developing or offering competitive products or services to that of Chainguard; (v) violate Chainguard's Acceptable Use Policy; (vi) use the Evaluation Offerings in a production environment or for any purpose other than its internal evaluation, or (vii) modify, adapt, or create derivative works of the Evaluation Offerings. 

(d) Evaluation and Technology Preview Scope. Customer acknowledges that Chainguard has no obligation to provide support, maintenance, upgrades, modifications, or new releases of Evaluation Offerings during the Evaluation Term. Chainguard reserves the right to: (1) withdraw, update, change, or otherwise modify; (2) not release as a commercial product; and (3) market, publicize, or make available to other customers, any Technology Previews. Nothing in these Evaluation Terms shall be deemed to convey to Customer the right or license to use a commercially released version of any Technology Previews or any components thereof. Neither party shall have any obligation to provision, purchase, sell, or license any Evaluation Offerings or other Chainguard offerings following the expiration or termination of the Evaluation Term. Any license, purchase or sale of Evaluation Offerings following the Evaluation Term requires the parties to execute a separate commercial agreement.

2. INTELLECTUAL PROPERTY RIGHTS

(a) Ownership. Chainguard (and other licensors) own all rights, title, and interest, including all intellectual property rights, in the Evaluation Offerings and the Chainguard marks and logos. Each party shall retain all rights, title, and interest, including all intellectual property rights, in its Confidential Information.

(b) Feedback. Customer may from time to time voluntarily provide suggestions, comments, or other feedback to Chainguard with respect to the Evaluation Offerings ("Feedback"). Customer hereby grants to Chainguard a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit Feedback for any purpose.

3. NO FEES

Customer will not be charged any fees for access to the Evaluation Offerings provided under an Access Form. Customer acknowledges and agrees that this no-fee arrangement is made in consideration of the mutual covenants set forth in these Evaluation Terms, including without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

4. CONFIDENTIALITY

(a) Definition. "Confidential Information" means any information that one party (the "Disclosing Party") provides to the other party (the "Receiving Party") in connection with these Evaluation Terms, whether orally or in writing, that is designated as confidential or that reasonably should be considered as confidential given the nature of the information and the circumstances of disclosure. Confidential Information will not include any information or materials: (i) made generally available to the public without breach of these Evaluation Terms; (ii) developed by the Receiving Party independently from and without reference to the Disclosing Party's Confidential Information; (iii) disclosed to the Receiving Party by a third party without restriction; or (iv) in the Receiving Party's lawful possession prior to the disclosure.

(b) Protection and Use. The Receiving Party agrees: (i) to use the same degree of care to protect the Disclosing Party's Confidential Information that it uses to protect its own Confidential Information (but not less than reasonable care); (ii) not to use or disclose the Disclosing Party's Confidential Information for any purpose outside the scope of these Evaluation Terms; and (iii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information to those of its employees, contractors, and advisors who need access for purposes consistent with these Evaluation Terms and have signed confidentiality agreements not materially less protective than those herein.

(c) Compelled Disclosure. The Receiving Party may disclose the Disclosing Party's Confidential Information as required by law or court order; provided that the Receiving Party uses reasonable efforts to give written notice prior to disclosure.

(d) Injunctive Relief. Each party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party is entitled to seek equitable relief, including temporary restraining orders, or preliminary or permanent injunctions, in addition to all other remedies, for any violation or threatened violation of this Section.

5. ACCESS TO EVALUATION OFFERINGS 

(a) Means of Accessing Evaluation Offerings. Customer acknowledges that the Evaluation Offerings are generally accessed and deployed by Customer on Customer's premises, and to that end, Chainguard does not and shall not be authorized by Customer to access any of Customer's internal data or systems.

(b) Limited Personal Data. The parties acknowledge that their respective personnel may provide certain personal data (e.g., business contact information) to the other, including for purposes of facilitating performance under these Evaluation Terms. The processing of such personal data shall be governed by the privacy notices of the receiving party, and not these Evaluation Terms. Neither party shall provide personal data under these Evaluation Terms where the processing of such data by the other party would require that party to act as a "data processor," "service provider," or in a substantially similar capacity pursuant to a written agreement required under applicable data protection laws (e.g., GDPR or CCPA). If the parties wish to enter into such data processing arrangement, they will work together in good faith to amend these Evaluation Terms, as is reasonably required to comply with the applicable data protection laws.

6. WARRANTIES

(a) Services Warranty. For purposes of these Evaluation Terms, Chainguard does not provide any warranty for the Services. 

(b) Mutual Representations and Warranties. Each party represents and warrants to the other party that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; and (ii) that the execution and performance of these Evaluation Terms will not conflict with or violate any provision of any law having applicability to such party.

(c) Disclaimer of Warranty. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 6 (WARRANTIES) AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EVALUATION OFFERINGS ARE PROVIDED UNDER THESE EVALUATION TERMS "AS IS" AND "AS AVAILABLE," WITHOUT ANY REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED, AND CHAINGUARD DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WARRANTIES THAT THE EVALUATION OFFERINGS WILL MEET CUSTOMER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE ERROR-FREE OR WITHOUT INTERRUPTION, BE FREE OF SECURITY DEFECTS, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY THE COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT THE EVALUATION OFFERINGS ARE PROVIDED FOR EVALUATION PURPOSES ONLY AND THAT CHAINGUARD MAKES NO WARRANTY REGARDING THE AVAILABILITY, RELIABILITY, TIMELINESS, SUITABILITY, ACCURACY, OR COMPLETENESS OF THE EVALUATION OFFERINGS OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE EVALUATION OFFERINGS.

7. TERM AND TERMINATION

(a) Term. These Evaluation Terms commences on the Effective Date (as defined in the applicable Access Form) and, unless terminated earlier in accordance with the express terms of these Evaluation Terms, continue until the expiration of the Evaluation term specified in the applicable Access Form ("Evaluation Term").

(b) Termination. Either party may terminate these Evaluation Terms immediately upon written notice to the other party.

(c) Effect of Termination. Upon expiration or termination of these Evaluation Terms and/or an applicable Access Form: (i) Customer's rights to access and use the Evaluation Offerings will terminate; and (ii) each party shall return or destroy all Confidential Information of the other party in its possession or control, and will certify the same to the other party upon its written request. Notwithstanding the foregoing, Customer may continue to use the Products previously delivered by Chainguard subject to Customer's continued compliance with the surviving terms of these Evaluation Terms and the license terms applicable to any Third-Party Software.

(d) Survival. The following provisions will survive termination of these Evaluation Terms: 1(a) (Product License Grant); 1(c) (Restrictions); 2 (Intellectual Property Rights); 3 (No Fees); 4 (Confidentiality); 5(b) (Limited Personal Data); 6(c) (Disclaimer of Warranty); 7(c) (Effect of Termination); 7(d) (Survival); 8 (Limitations of Liability); 9 (Miscellaneous); and 10 (Definitions).

8. LIMITATIONS OF LIABILITY

(a) Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY.

(b) General Liability. EXCEPT FOR LIABILITY ARISING FROM EITHER PARTY'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY HEREUNDER TO THE OTHER PARTY FOR DAMAGES, LOSSES, OR LIABILITY OF ANY KIND EXCEED, EITHER CUMULATIVELY OR IN THE AGGREGATE, TEN THOUSAND DOLLARS ($10,000.00 USD).

9. MISCELLANEOUS

(a) Export Control. Each party shall comply with all export control laws applicable to such party in connection with its respective provision or sale of the Evaluation Offerings hereunder.

(b) Assignment. Neither party may transfer and assign its rights and obligations under these Evaluation Terms without the prior written consent of the other party. 

(c) Severability. If any term or provision of these Evaluation Terms is determined by a court of competent jurisdiction to be invalid, the remaining terms and provisions shall remain in effect.

(d) Notice. All notices between the parties shall be made to the parties at the addresses (including email) set forth in the most recent Access Form in effect under these Evaluation Terms, or at such other address as may be given in writing by either party to the other in accordance with this Section, and will be deemed to have been received by the addressee upon: (i) personal delivery; (ii) the second business day after being mailed or couriered; or (iii) the day of sending by email, except for notices of breach, which for clarity must be made by mail or courier.

(e) No Agency. Both parties agree that no agency, partnership, joint venture, or employment is created as a result of these Evaluation Terms. Neither party has any authority of any kind to bind the other party.

(f) Governing Law. The laws of the State of Delaware shall govern these Evaluation Terms without giving effect to the choice of law provisions thereof. Any action based on or arising out of these Evaluation Terms shall be brought and maintained exclusively in any state or federal court located in New Castle County, Delaware. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to these Evaluation Terms.

(g) Entire Agreement and Order of Precedence. These Evaluation Terms and any Access Forms constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supersede all previous agreements, whether written or oral. These Evaluation Terms may not be modified except by written agreement by both parties. Notwithstanding the foregoing, Chainguard may update its policies and any web-based content referenced in these Evaluation Terms or any Access Form, provided that such updates do not materially diminish Customer's rights or materially increase Customer's obligations during the then-current Evaluation Term. If there is any conflict between these Evaluation Terms and any Access Form, the Access Form will take precedence, with respect to that Access Form only.

10. DEFINITIONS

(a) "Acceptable Use Policy" means Chainguard's acceptable use policy located at https://www.chainguard.dev/legal/acceptable-use-policy, governing access to and use of the Evaluation Offerings.

(b) "Access Form" means an Evaluation access form executed by Customer and Chainguard that references these Evaluation Terms and specifies the Evaluation Offerings to be evaluated and the Evaluation Term.

(c) "Effective Date" means the date the applicable Access Form is last signed by the parties, or such other date as specified in the Access Form.

(d) “Evaluation Offerings” means each of the Products, Services and Technology Previews made available to Customer under an Access Form.

(e) "Evaluation Term" means the period specified in the applicable Access Form.

(f) "OSS" means software that is licensed under an open source license meeting the definition promulgated by the organization known as the "Open Source Initiative" (located at https://opensource.org/).

(g) "Products" means the software applications licensed by Chainguard to Customer under these Evaluation Terms and pursuant to an Access Form (e.g., Chainguard Containers), each as further described in Chainguard's published guides, and any components thereof, including without limitation, any Third-Party Software, any adaptations to the Products authored by Chainguard, and any related source code or compiled binaries, patches, updates, upgrades, corrections, security advisories, and bug fixes contained therein or made thereto. 

(h) “Services” means each of the customer success, support, and Product-maintenance and related services as expressly identified in an Access Form. 

(i) “Technology Previews” means Chainguard services, products, features, or documentation, in each case, while in beta phase and/or prior to being made or offered as generally available to the public.

(j)"Third-Party Software" means a code component of the Evaluation Offerings not authored by Chainguard, the use of which may be subject to license terms and conditions between Customer and the maintainer of such Third-Party Software. Third-Party Software includes any applicable OSS.

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