Alfresco Free Network Services Agreement

Last updated: 19 June 2012

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CLOUD SOFTWARE OR SERVICES FROM ALFRESCO. BY USING THE CLOUD SOFTWARE OR SERVICES, YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE ALFRESCO SOFTWARE OR SERVICES. YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OLD.

THE CLOUD SERVICES, INCLUDING ANY CLOUD SOFTWARE, ARE PROVIDED (1) AS A PREVIEW AND ARE NOT INTENDED FOR PRODUCTION PURPOSES, AND (2) "AS IS," "AS AVAILABLE" AND WITHOUT WARRANTY.

This Alfresco Free Network Services Agreement, including the documents located at URLs (the "Agreement") is between Alfresco Software, Ltd., a United Kingdom corporation ("Alfresco"), and the user of Alfresco software and services who accepts the terms of this Agreement ("You"). The effective date of this Agreement ("Effective Date") is the earlier of the date that You sign or accept this Agreement or the date that You use Alfresco's software or services.

1. Scope of Agreement.

This Agreement covers the terms and conditions for Your use of the cloud-based content management services (“Cloud Services”), which may include software and related materials (“Cloud Software”). You agree to comply with the Acceptable Use Policy, which is incorporated by reference into this Agreement and can be reviewed at  www.alfresco.com/legal/acceptable-use/.

2. General Conditions of Use

2.1 Your Account.

To use the Cloud Services, You will need to create an account, which requires You to give Alfresco certain personal information including, without limitation, Your name, email address and other contact details. You agree to ensure that the personal information that You provide when You create Your account is correct, complete and personal to You and that You will inform Alfresco immediately of any changes to that information. You can access and update the information that You provide to Alfresco by accessing Your account on https://my.alfresco.com (together with www.alfresco.com and any other Alfresco websites, the "Website"). You may not create, operate or otherwise control more than one account. You are responsible for all use of Your account. You are responsible for protecting the confidentiality of the login details for Your account and You may not share Your login details with anyone or let anyone else access or use Your account. If You fail to comply with these obligations, Alfresco will not be responsible for any losses You suffer as a result.

2.2 Third Party Use.

If You provide third parties with access to Content (defined in Section 3.1) and/or the Cloud Services, You are responsible for any third party that you enable or authorize to have access to the Cloud Services and You will be deemed to have taken any action that You permit, facilitate or assist the third party in taking relating to this Agreement, Content or use of the Cloud Services. 

2.3 Your Use and Compliance with Terms.

You agree to use the Cloud Services in accordance with all applicable laws and regulations, the Acceptable Use Policy and this Agreement.  If Alfresco has reason to believe that You have breached this Agreement or the Acceptable Use Policy, Alfresco or its designated agent may inspect Your use of the Cloud Services, including Your account, Content and records, to verify Your compliance with this Agreement.  Alfresco will give You written notice of any non-compliance and You agree to remedy Your non-compliance immediately.  If Your non-compliance is not remedied within two (2) days, Alfresco may suspend or terminate Your access.  Alfresco may terminate Your access immediately if it reasonably believes Your use of the Cloud Services violates any law (civil or criminal), order or regulation in any country.

3. Content.

3.1 Content.

"Content" means any file, data, material or other information, including without limitation, audio and/or visual files, text, images, documents, spreadsheets, hyperlinks, web form entries, text messages, web pages and any other similar file, data, material or other information not provided by Alfresco in connection with the Cloud Services. You (a) agree to use Content in compliance with this Agreement and the Acceptable Use Policy; (b) are solely responsible for the use and deployment of Content in connection with the Cloud Services; (c) represent and warrant that You own all rights in, or have received a valid license to use, the Content, which rights or license are sufficient to enable Your use of the Cloud Services and that any use by You and Alfresco in providing the Cloud Services does not infringe the intellectual property rights of any third party; (d) further represent and warrant that use of Content by You and Alfresco in connection with the Cloud Program is lawful; (e) are solely responsible for compliance with the Acceptable Use Policy, this Agreement and all applicable laws and agree to remove immediately any Content that violates the Acceptable Use Policy, this Agreement or any applicable law; and (f) are responsible for maintaining licenses and adhering to all license terms applicable to any Content used by You or Alfresco. Alfresco will not be responsible under any circumstances for any claims, damages or other actions relating to Content or Your actions while using the Cloud Services.  You must immediately respond to any notice You receive claiming that Content violates a third party’s rights, including notices under the Digital Millennium Copyright Act and to take corrective action, including but not limited to promptly removing any such Content.

3.2 Your Comments and Feedback.

You may be asked to provide comments or feedback on the Cloud Services (“Feedback”).  Alfresco may use any such Feedback for any purpose, including implementing the Feedback into future versions of the Cloud Services or other offerings without attribution or compensation.

3.3 Your License to Alfresco.

You hereby grant Alfresco a non-exclusive, non-transferable, royalty-free license to use Your trademarks, trade names and logos in connection with publicizing the Cloud Services.  You further grant to Alfresco, and any third party service provider on whose services Alfresco may depend to provide the Cloud Services, a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to make, use, reproduce, prepare derivative works, distribute, perform and display Content for the purpose of providing the Cloud Services.  Except as set forth in this Section, Alfresco obtains no rights in Content under this Agreement.

4. Data Privacy and Security.

4.1 Data Transfer.

You acknowledge and agree that to provide the Cloud Services it may be necessary for Content or other information to be transferred between Alfresco, its affiliates, and/or subcontractors, which may be located worldwide.

4.2 Privacy Policy.

Any data or Content that You provide in connection with the Cloud Services will be subject to and may be used in accordance with the Alfresco Privacy Statement set forth at www.alfresco.com/privacy/ (“Privacy Statement”).  The Cloud Services may not be used to store, handle or process any personally identifiable and/or confidential information (including, but not limited to healthcare or financial information) pertaining to You or any third parties (“Sensitive Information”). The Cloud Services are not intended to be used to store any electronic health records or financial records or data and such information and data should not be uploaded to the Cloud Services. 

4.3 Legal Process.

Alfresco may provide information, including Content and information concerning Your account, as required by law (such as responding to a subpoena, warrant, audit, or agency action, or to prevent fraud) or to establish or exercise its legal rights or defend against legal claims. Alfresco will not be liable for any use or disclosure of such information to such third parties.

5. Changes and Updates to Terms.

Alfresco reserves the right to amend this Agreement, the Acceptable Use Policy, and Privacy Statement at any time.  If Alfresco does so, Alfresco will notify You of such amendment by publishing any such change on the Website and you are advised to review periodically the Website for any such change and note the date set out at the bottom of this Agreement on which this Agreement was last updated.  The amended Agreement, Acceptable Use Policy, and/or Privacy Statement will take effect from the date on which Alfresco publishes such amendment on the Website, and from then on will govern the relationship between You and Alfresco with respect to Your use of the Cloud Services.  If You do not agree with the amended Agreement, Acceptable Use Policy and/or Privacy Statement, You must notify Alfresco at the email address listed below in Section 18.2 (Notices) and You must discontinue use of the Cloud Services after the date on which the amendments were effective.

6. Scope of Cloud Services.

6.1 No Support.

Alfresco does not provide any technical support in connection with Your use of the Cloud Services and/or any associated Cloud Software.  While Alfresco’s website may allow You to submit questions or report bugs, You should have no expectation that questions will be answered or that problems will be resolved.

6.2 Changes.

The Cloud Services are under development and Alfresco intends to periodically update, improve or discontinue certain functionality associated with the Cloud Services.  As a result, the Cloud Services may be substantially modified. Alfresco reserves the right at any time to change and/or discontinue any or all of the Cloud Services, which may inhibit Your ability to use existing applications.  Alfresco does not commit to deliver any new products, features or functionality.

6.3 Service Levels.

The Cloud Services are generally provided through internet connectivity and third party service providers that Alfresco does not control and may be subject to delays, outages or other problems.  Alfresco is not responsible for any such delays or outages.

7. Fees.

There are currently no fees to use or access the Cloud Services. Alfresco reserves the right to charge a fee for similar services in the future.

8. Intellectual Property.

8.1 Trademarks.

The Alfresco and third party trademarks, logos, trade names and service marks (“Marks”) displayed as part of the Cloud Services are the property of Alfresco, its affiliates, or other third parties.  You are not permitted to use these Marks without the prior written consent of Alfresco, its affiliates, or the third party trademark owner. 

8.2 Rights in Services.

You agree that Alfresco and its licensors own all legal rights and interests, including intellectual property rights, in the Cloud Services. Alfresco grants to You a non-transferable, non-exclusive, limited, revocable license to use the Cloud Services as contemplated under this Agreement.  You only acquire the right to use the Cloud Services and do not acquire any rights of ownership in the Cloud Services.  You may use any documented APIs disclosed in the documentation for the Cloud Services solely for the purpose of integrating Content with the Cloud Services and for no other purpose.  You may not use any APIs to create products or services that compete with any of the Cloud Services or the Cloud Software.  You will not (a) sublicense, sell, rent, distribute, assign or otherwise transfer the Cloud Services; (b) reverse engineer, decompile or disassemble the Cloud Services except to the extent such conduct is permitted under applicable law notwithstanding this restriction; (c) remove or modify any of the copyright, trademark or other proprietary notices contained in the Cloud Services; (d) modify or create derivative works of the Cloud Services; or (e) use the Cloud Services to create products or services that compete with any of the Cloud Services.  Alfresco reserves all rights to the Cloud Services not expressly granted herein.

8.3 Rights in Software.

No license to the Cloud Software is being granted under this Agreement.  Alfresco and its licensors will own all right, title, and interest to the Cloud Software, technology, information, code or software provided to You, including all portions, copies or modifications thereof.

9. Third Party Services.

There may be software and/or services made available to You by third parties in connection with Your use of the B Cloud eta Services (“Third Party Services”).  Alfresco does not support such Third Party Services and has not necessarily confirmed the validity or screened the content of such Third Party Services.  Availability of such Third Party Services does not constitute an endorsement by Alfresco.  Any Third Party Services You receive are governed by the terms provided by such third party, and Alfresco has not obligations and/or liability with respect to such third party or the Third Party Services.  Your use is at your own risk.

10. Linking.

The Cloud Services may include links to third party websites.  You acknowledge and agree that Alfresco does not endorse and is not responsible for the content or privacy practices of any such websites and that Alfresco is not liable for any loss or damage caused by use of or reliance on any content, goods or services available on such websites.

11. User Forums.

The Website and the Cloud Services may include community forums and other areas where users of the Cloud Services may publish or exchange information relating to the Cloud Services.  You are advised that Alfresco neither endorses nor is responsible for any opinion or statement (including its accuracy and reliability) provided by another user of the Cloud Services.  You are strongly advised to establish the accuracy and relevance of any such opinion or statement yourself and its applicability to your business prior to any reliance upon any such opinion or statement.  Alfresco shall not be liable for any loss or damage suffered by You in reliance upon any such third party user statement or opinion to the maximum extent permitted by applicable law.  While Alfresco will use reasonable efforts to review any third party content published by users of the Cloud Services, you are advised to notify us immediately if you see anything offensive, defamatory, obscene, racist, sexist, harassing or otherwise abusive or derogatory.

12. Term and Termination of Agreement.

The Cloud Services will commence on the Effective Date.  Alfresco may discontinue the Cloud Services at any time.  Without limiting other rights Alfresco may have, Alfresco may suspend or terminate Your use of the Cloud Services and Your account immediately if You have breached this Agreement, the Acceptable Use Policy or applicable law.  You may terminate Your account at any time by notifying Alfresco.  Following termination or expiration of this Agreement, You will no longer be able to access or use the Cloud Services, any Cloud Software, or any of the Content stored in connection with the Cloud Services.  If this Agreement expires or is terminated for any reason, the following sections will survive such termination or expiration:  3.2, 3.3, 8, and 12-18. 

13. No Warranties.

You understand and agree that the Cloud Software and Cloud Services may contain bugs, errors and/or inadequacies. FOR ALL CIRCUMSTANCES AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES PROVIDED BY ALFRESCO ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ALFRESCO DOES NOT GUARANTEE THAT THE USE OF THE CLOUD SOFTWARE OR CLOUD SERVICES WILL BE UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, BE ERROR FREE OR THAT ALFRESCO WILL CORRECT ALL SOFTWARE OR SERVICE ERRORS. You agree that you are solely responsible for the results obtained from the use of the Cloud Software and Cloud Services.

14. Limitation Of Liability And Disclaimer Of Damages.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL ALFRESCO OR ITS AFFILIATES BE LIABLE TO YOU OR YOUR AFFILIATES FOR DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION: ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN TORT, CONTRACT, OR OTHERWISE; OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH TERMINATION OF YOUR ACCOUNT, 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. LIABILITY FOR THESE DAMAGES WILL BE LIMITED AND EXCLUDED EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. TO THE EXTENT THAT LIABILITY FOR CERTAIN DAMAGES MAY NOT BE LAWFULLY EXCLUDED OR LIMITED AS PROVIDED ABOVE, THE TERMS OF THIS SECTION 14 WILL BE ENFORCED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

15. Indemnification.

You agree to indemnify and hold harmless Alfresco, its affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and associated litigation expenses) arising out of or relating to:  (a) Your use of the Cloud Services (including any Cloud Software); (b) Your beach of this Agreement or the Acceptable Use Policy, or violation of applicable law by You or any third party You permit to use Your account, (c) Content or the combination of Content with other applications, content or processes, (d) any claim or allegation that Content infringes or misappropriates the intellectual property rights of any third party, or (e) Alfresco’s response to any third party subpoena, warrant, audit, agency action or other legal order or process concerning Content, Your account and/or use by You of the Cloud Services and Cloud Software.  Alfresco will provide You with written notice of any claim, suit or action, but its failure to do so does not relieve You of Your obligation sunder this section.

16. Export Control.

Alfresco may supply You with software, services and/or technical data that is subject to export control restrictions (the “Export Control Laws”).  You agree to comply with all applicable Export Control Laws and agree not to use the Cloud Services or Cloud Software if You are barred from receiving them under any of the Export Control Laws.  Alfresco will not be responsible for Your compliance with the Export Control Laws.

17. Publicity and Benchmarking.

You may not misrepresent your relationship with Alfresco nor suggest or publish that Alfresco or any of its affiliates or licensors endorses, sponsors, contributes to or provides support for Content or You.  You may not publish the results of any benchmarking studies that You conduct in connection with the Cloud Services unless You obtain Alfresco’s prior written approval.

18. General.

18.1 Governing Law.

The validity, interpretation and enforcement of this Agreement will be governed by and construed in accordance with English law without giving effect to the conflicts of laws provisions thereof or the United Nations Convention on Contracts for the International Sale of Goods. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises from or in connection with this Agreement.

18.2 Notices.

Alfresco may provide a notice to You under this Agreement by: (a) posting the notice on the Website, or (b) sending a message to the email address associated with Your account. Notices provided by posting on the Website will be effective upon posting and notices provided by email will be effective when Alfresco sends the email. It is Your responsibility to keep Your email address current and You will be deemed to have received any email sent to the email address associated with Your account whether or not You actually receive the email. To give notice to Alfresco under this Agreement, You must contact Alfresco either by (y) overnight courier to Alfresco Software, Ltd., Attention: General Counsel, The Place, Bridge Avenue, Maidenhead, Berkshire SL6 1AF UK; or (z) by email to cloud@alfresco.com. Notices must be in English.

18.3 Assignment.

This Agreement is binding on the parties to this Agreement, nothing in this Agreement grants any other person or entity any right, benefit or remedy of any nature whatsoever. This Agreement is assignable by either party only with the other party's prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided, however, Alfresco may assign this Agreement pursuant to a merger or a sale of all or substantially all of its assets or stock.

18.4 Third Party Rights.

Except for Alfresco’s affiliates as expressly provided in this Agreement, a person who is not a party to this Agreement will have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement. This section does not affect any right or remedy of any person which exists, or is available, other than pursuant to the Act.

18.5 Independent Contractor.

Alfresco is an independent contractor and nothing in this Agreement or related to Alfresco’s performance will be construed to create an employment or agency relationship between You (or any of Your personnel) and Alfresco (or any Alfresco personnel). Each party will be solely responsible for supervision, direction, control and payment of its personnel, including applicable taxes, deductions, other payments and benefits.

18.6 Entire Agreement.

This Agreement and the Acceptable Use Policy constitute 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 any other documents and represents the final, complete and exclusive statement of the agreement between the parties with respect thereto, notwithstanding any prior written agreements or prior and contemporaneous oral agreements with respect to the subject matter of this Agreement. Any claim relating to the provision of the Cloud Services by Alfresco, its affiliates or their respective personnel will be made against Alfresco alone.

18.7 Force Majeure.

Neither party will be liable for any delay or failure in performance due to causes beyond its reasonable control.

18.8 Severability.

If any provision of this Agreement is held invalid or unenforceable for any reason but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement.

18.9 Waiver.

The delay or failure of either party to exercise any rights under this Agreement will not constitute or be deemed a waiver or forfeiture of such rights. No waiver will be valid unless in writing and signed by an authorized representative of the party against whom such waiver is sought to be enforced.

18.10 Headings.

All headings contained in this Agreement are inserted for identification and convenience and will not be deemed part of this Agreement for purposes of interpretation.

18.11 Amendment.

This Agreement may only be amended or modified in a writing signed by the parties, which writing makes specific reference to this Agreement.