Last updated: October 16, 2026
This Sandbox Evaluation Agreement (the "Agreement") is entered into between OmniModeler, Inc., a Delaware corporation ("OmniModeler" or "Licensor"), and the individual or entity accepting this Agreement ("Licensee"). If you accept on behalf of an entity, you represent that you are authorized to bind that entity, and "Licensee" refers to that entity and you.
1. Evaluation License.
Subject to this Agreement, OmniModeler grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the CapModeler sandbox environment, which contains only sample or sanitized data (the "Sandbox"), solely for Licensee's internal, non-commercial evaluation of whether to procure, invest in, or partner with respect to CapModeler (the "Purpose"). No production use is permitted. Any commercial use requires a separately executed Master Service Agreement.
2. Restrictions.
Licensee shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, workflows, data structures, algorithms, or output logic of CapModeler; (b) benchmark CapModeler, publish performance or comparative results, or use the Sandbox or any knowledge gained from it to design, develop, or improve a competing product or service; (c) share, sell, or disclose login credentials, or permit access by anyone other than the individual named in the account registration (each credential is personal to one user); (d) input any real, confidential, personal, sensitive, regulated, or production data (including actual capitalization tables, deal terms, or personally identifiable information) into the Sandbox; (e) copy, modify, frame, scrape, or create derivative works of CapModeler; or (f) circumvent or probe any security, access, or usage control. OmniModeler may monitor Sandbox use to enforce this Agreement and its security obligations.
3. Term and Access Expiration.
This Agreement begins upon acceptance. Sandbox credentials automatically expire thirty (30) days after first issuance (the "Evaluation Period"), unless OmniModeler extends the period in writing (email sufficient). Upon expiration or termination, all access ends, and Licensee shall cease use and destroy any OmniModeler Confidential Information in its possession. OmniModeler may delete Sandbox content at any time.
4. Ownership.
CapModeler, the Sandbox, and all related software, documentation, models, outputs, templates, and intellectual property rights therein are and remain the exclusive property of OmniModeler and its licensors. No license, ownership interest, or other right is granted by implication, estoppel, or otherwise, except the limited evaluation license in Section 1. If Licensee provides suggestions or feedback, OmniModeler may use them freely without obligation.
5. Confidentiality.
"Confidential Information" means CapModeler and all non-public information observed or obtained through the Sandbox, including features, functionality, interfaces, workflows, pricing, roadmaps, and documentation. Licensee shall use Confidential Information solely for the Purpose, protect it with at least reasonable care, and not disclose it except to its employees and advisors who need to know it for the Purpose and are bound by obligations at least as protective. These obligations survive for three (3) years after termination (indefinitely for trade secrets and source code). Licensee shall not use the Sandbox to submit any OmniModeler-owned or third-party confidential data, and OmniModeler assumes no confidentiality obligation for data Licensee inputs in breach of Section 2(d).
6. Disclaimer of Warranties.
THE SANDBOX IS PROVIDED "AS IS" AND "AS AVAILABLE" FOR EVALUATION ONLY. OMNIMODELER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. SANDBOX OUTPUTS ARE ILLUSTRATIVE AND ARE NOT FINANCIAL, LEGAL, TAX, OR INVESTMENT ADVICE.
7. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OMNIMODELER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, DATA, OR GOODWILL, AND ITS TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
8. Termination; Remedies.
OmniModeler may suspend or terminate access at any time, immediately and without notice, upon any actual or suspected breach, security concern, or for convenience. Because a breach of Sections 2, 4, or 5 may cause irreparable harm, OmniModeler may seek injunctive relief without posting bond. Sections 2 and 4 through 10 survive termination.
9. Electronic Acceptance and Audit Record.
This Agreement is accepted electronically by Licensee affirmatively checking an unchecked box and clicking "Proceed" at login, after being presented with the full text. Access is not granted absent such acceptance. Licensee agrees that this acceptance constitutes its electronic signature and is binding under the federal E-SIGN Act and the California Uniform Electronic Transactions Act. Consistent with its SOC 2 obligations, OmniModeler will maintain an immutable, tamper-evident audit log recording the accepting user's identity, the date and timestamp, IP address, and the version of this Agreement accepted, which shall constitute evidence of acceptance. OmniModeler may update these terms; updated versions require renewed acceptance before continued access.
10. General.
This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles, and the parties consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. Licensee shall comply with applicable export laws. Licensee may not assign this Agreement without OmniModeler's consent. This Agreement is the entire agreement regarding the Sandbox and supersedes any conflicting terms; it is superseded by any subsequently executed Master Services Agreement as to matters it covers. If any provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing.
