Free Trial Services Addendum

Effective Date:

Last Revised: 2/23/2023

This Free Trial Services Addendum (“Free Trial Addendum”) supplements the applicable Agreement (defined below) between Ethena, Inc. (“Ethena”) and the organization accessing the Free Trial Services (“Customer”). All defined terms used in this Free Trial Addendum will have the same meaning as in the Agreement, unless the Free Trial Addendum expressly states otherwise.

  1. DEFINITIONS.
    1. “Agreement” means the applicable agreement entered into between Ethena and Customer that governs the Services purchased by Customer, such as the Ethena Services Agreement, or any Master Services Agreement, Statement of Work, and/or Order Form executed by the parties to such agreement.
    2. Free Trial Services (“FTS”)“ means the Ethena course entitled “In Good Company with Melanie Naranjo”, which is delivered by Ethena via the Ethena online platform and email and browser based applications, as well as any other services (including courses, content, or features) provided by Ethena that are specifically designated by Ethena as “Free”.  
    3. “FTS Effective Date” means the date that Customer agrees to this Free Trial Addendum, by clicking a box indicating Customer’s acceptance.
  2. FREE TRIAL SERVICES.
    1. Subject to the terms of this Free Trial Addendum, Ethena grants Customer a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use and access the Free Trial Services for Customer’s Training Recipients, solely for Customer’s own business purposes. Use of and access to the Services is permitted only by Admin Users and Training Recipients. Customer acknowledges that at any time Ethena may modify or adjust the Free Trial Services. 
    2. Customer acknowledges that the Free Trial Services do not include content configuration or any customization for Customer, and may not include other features that are included in other Ethena Services. All content in the Free Trial Services will be provided in English. 
    3. Ethena does not make any representations or warranties as to the uptime of the Free Trial Services. In addition, Customer acknowledges that any support or maintenance obligations set forth in any applicable Agreement does not apply to the Free Trial Services.
  3. FEES.
    1. Fees. Ethena licenses the Free Trial Services to Customer during the Term without any compensation or fees from the Customer. This Addendum does not modify, adjust, or waive any fees set forth in the Agreement. 
  4. PROPRIETARY RIGHTS.
    1. Ethena owns and retains: (i) the Free Trial Services, and all improvements, enhancements or modifications made by any party; and (ii) all Intellectual Property Rights in and to any of the foregoing.
  5. WARRANTY.
    1. ALL FREE TRIAL SERVICES, DOCUMENTATION  AND ANY AND ALL OTHER MATERIAL PROVIDED BY COMPANY TO CUSTOMER UNDER THIS FREE TRIAL ADDENDUM ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND.
  6. TERM AND TERMINATION.
    1. Term. This Free Trial Addendum will commence on the FTS Effective Date and continue until the earlier of one year or the date this Free Trial Addendum is terminated pursuant to Section 6(b). Notwithstanding the foregoing, Ethena reserves the right to extend the Term of this Free Trial Addendum, in its sole discretion.
    2. Suspension and Termination of Free Trial Services. Ethena reserves the right to suspend, limit, or terminate Customer’s access to the Free Trial Service at any time without notice. In addition, Customer may terminate this Free Trial Addendum at any time with thirty (30) business days written notice to Ethena. Either party may immediately suspend or terminate this Free Trial Addendum if the other party materially breaches any material terms of this Free Trial Addendum.  
    3. Effect of Termination of Applicable Agreement. Customer acknowledges that if the applicable Agreement between Ethena and Customer is terminated in accordance with the terms of that Agreement, that this Free Trial Addendum will automatically terminate, and Customer and Authorized Users will immediately cease all use of the Free Trial Services.
    4. Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Free Trial Addendum, Customer’s and Authorized Users’ right to access and use the Free Trial Services will immediately terminate and each will immediately cease all use of the Free Trial Services.
    5. Survival. The rights and obligations of Ethena and Customer contained in 3 (Fees), 4 (Proprietary Rights), 6(d) (Rights and Obligations Upon Expiration or Termination), 6(e) (Survival),  7 (General) will survive any expiration or termination of this Free Trial Addendum.
  7. GENERAL.
    1. Governing Law. This Free Trial Addendum will be subject to the governing law and jurisdiction set forth in the Agreement.
    2. Order of Precedence. In the event of a conflict between this Free Trial Addendum and the applicable Agreement, with respect to the subject matter of the Free Trial Addendum, the order of control will be the Free Trial Addendum and then the Agreement. All other terms in the Agreement will remain unchanged and in full force and effect. 

Amendment. This Free Trial Addendum may not be modified or amended except in a writing signed by a duly authorized representative of each party.