Alfresco Enterprise Trial Terms & Conditions
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING AND/OR USING SOFTWARE OR SERVICES FROM ALFRESCO. BY USING ALFRESCO SOFTWARE OR SERVICES, COMPANY SIGNIFIES ITS ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT AND ACKNOWLEDGES IT HAS READ AND UNDERSTANDS THIS AGREEMENT. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF COMPANY DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT USE ALFRESCO SOFTWARE OR SERVICES.
This Alfresco Enterprise Trial Agreement (the "Agreement") is between Alfresco Software, Ltd. ("Alfresco") and the user ("Company") of Alfresco software and/or services who accepts the terms of this Agreement.
- Evaluation. The evaluation begins on the date Company accepts this Agreement and ends thirty (30) days later (the “Evaluation Period”). During the Evaluation Period, Alfresco grants to Company: (a) the right to a non-exclusive, non-transferable, non-sublicensable, license to use the Alfresco Enterprise software (“Software”) only for Company's evaluation use on non-production systems; and (b) the right to receive Services for the Software. Company will not, during the Evaluation Period or thereafter (i) use the Software with the Alfresco Community software, (ii) distribute the Software to any third party or publish the Software in any way such that a third party could access it; (iii) transfer, use or export the Software in violation of any laws or regulations of any government or governmental agency; or (iv) reverse engineer, decompile or modify any portion of the Software. Alfresco and its licensors will own all right, title, and interest to the Software, technology, information, code or software provided to Company, including all portions, copies or modifications thereof.
- Services. “Services” means access to Alfresco’s network delivery mechanisms and the ability to log up to three (3) support cases. Company must designate one person as its technical support contact for receipt of Services. The technical support contact should have “read, write and execute” access to the necessary files, English language communication skills and relevant technical knowledge. Alfresco will provide and Company will use Services only for non-production systems authorized by this Agreement, and for Company’s benefit only. Company will not use the Services for the Alfresco Community software. No support issues will be treated as Severity 1 under this Agreement and no specific service level agreement is provided. Alfresco may, at its discretion, decline to provide Services for Software that has been modified or changed by Company in any way, except as expressly directed by Alfresco. Unauthorized use of the Services is a material breach of this Agreement and will result in immediate termination of this Agreement.
- Confidentiality. Alfresco and Company mutually agree to use their best efforts to keep the Software and other proprietary information received from the other confidential. Such material must be specifically and clearly marked as being confidential or proprietary. This Section shall not apply to any publicly available or independently developed information.
- Limitation of Liability. FOR ALL EVENTS AND CIRCUMSTANCES, ALFRESCO AND ITS AFFILIATES’ AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT TO EXCEED THE AMOUNT THAT COMPANY PAID TO ALFRESCO UNDER THIS AGREEMENT.
- Disclaimer of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL ALFRESCO OR ITS AFFILIATES BE LIABLE TO COMPANY OR ITS AFFILIATES FOR DAMAGES OTHER THAN DIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, REGULATORY NON-COMPLIANCE, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF ALFRESCO OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Warranty. THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. ALFRESCO DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, OR BE ERROR FREE OR THAT ALFRESCO WILL CORRECT ALL SOFTWARE ERRORS. Company agrees that it is solely responsible for its use and evaluation of the Software and Services.
- Governing Law/Consent To Jurisdiction. The validity, interpretation and enforcement of this Agreement will be governed by and construed in accordance with the laws of England and Wales without giving effect to the conflicts of laws provisions thereof or the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of the courts located in London.
- Complete Agreement. This Agreement constitutes the exclusive terms and conditions with respect to the subject matter of this Agreement, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by Company to place orders or otherwise effect transactions. This Agreement represents the final, complete and exclusive statement of the agreement between the parties with respect to subject matter of this Agreement and all prior written agreements and all prior and contemporaneous oral agreements with respect to the subject matter of this Agreement are merged therein.
- Survival. Any provision of this Agreement that may reasonably be expected to survive its termination, including but not limited to Sections 3- 9, will survive the termination of this Agreement.