Posted Apr 07 by Pete Oliver.

TRIAL USE LICENSE AGREEMENT

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Trial Use Agreement

TRIAL USE LICENSE AGREEMENT

                                                                                                                      

This Trial Use License Agreement (“EULA”) is between Open Text
Corporation or an affiliate of Open Text Corporation (“OT”) and you
(either as an individual, a single corporation, or other single legal
entity as determined by who licensed the Software; hereafter referred to
as “LICENSEE” “you” or “your”), and is effective on the date the
software was downloaded by you (“EFFECTIVE DATE”). IF LICENSEE (WHETHER
THROUGH AN EMPLOYEE, CONTRACTOR, OR AGENT) CLICKS TO INDICATE ACCEPTANCE
OR INSTALLS AND USES THE SOFTWARE ACCOMPANYING THIS LICENSE, LICENSEE
INDICATES ACCEPTANCE OF THESE TERMS AND CONDITIONS UNLESS A DIFFERENT
LICENSE AGREEMENT HAS BEEN SIGNED BY OT AND LICENSEE.  READ ALL OF THE
TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT PRIOR TO INSTALLING OR
USING THE SOFTWARE. IF LICENSEE DOES NOT ACCEPT THESE TERMS, LICENSEE
MUST DELETE THE SOFTWARE, CEASE ANY USE, AND NOTIFY OT OF THE REJECTION
AND NO LICENSE IS GRANTED.

OT and Licensee agree as follows:

 

1.          LICENSE

1.1     Licensor hereby grants Licensee a nonexclusive and
nontransferable right and license to install, evaluate and test one (1)
copy of the software specified on Exhibit A and related documentation
(together, “Software” or “Programs”) for up to ten Named Users strictly
in accordance with the terms and conditions of this Agreement
(including, without limitation, Exhibit A of this Agreement) and the
license model schedule posted at http://www.opentext.com/agreements. 
Please note that additional licensing terms and conditions will apply
should Licensee require license rights for purposes other than
evaluation and testing. 

 

1.2     The license granted herein will be effective for a period of
ninety (90) days from the Effective Date.  Licensee is hereby notified
that the Software may contain time-out devices, counter devices, and/or
other devices intended to ensure the limits of a particular license or
reasonable usage as determined solely by Licensor will not be exceeded
(collectively, “Limiting Devices”), and if a Limiting Device is
triggered, the Software may be rendered unusable.

 

2.          RIGHT OF USE

2.1     Licensee may install and use the Software only on its premises
and only to evaluate and test internally in a nonproduction environment
the applicability of the Software to Licensee’s requirements.  Licensee
will not use the Software for any other commercial benefit or use, or
for production use.  To the extent that any components (e.g., third
party software components) are licensed and provided as part of a
licensed Program, Licensee must not use such components in any manner
independent of such licensed Program (e.g., must not, either directly or
indirectly, allow or enable any application other than such licensed
Program to access or otherwise derive any functionality from such
components), even if such components are delivered separately.  To the
extent that Licensor separately licenses functionality or features that
are delivered with a Program, Licensee must not use such functionality
or features unless Licensee has purchased such separate licenses. 

 

2.2     Licensee will not (and will not permit any employee or other
third party to) copy, use, analyze, reverse engineer, decompile,
disassemble, translate, convert, or apply any procedure or process to
the Software in order to ascertain, derive, and/or appropriate for any
reason or purpose, the source code or source listings for the Software
or any trade secret information or process contained in the Software. 
In addition, Licensee will not reproduce, prepare derivative works of,
or distribute the Software. 

 

3.          CONFIDENTIALITY

3.1      “Licensor Confidential Information includes, without
limitation, any source code of the Software, functional specifications,
project plans, the results of any benchmark tests, information marked
“confidential” or any other information which, by its nature, contains,
or is likely to contain, any of Licensor’s or Open Text’s proprietary or
confidential information or trade secrets.  Licensor Confidential
Information does not include information that: (a) is or becomes part of
the public domain through no act or omission of Licensee; or (b) was in
Licensee’s possession prior to the disclosure and had not been obtained
from Licensor; or (c) was independently developed by Licensee; or (d) to
the extent it is required to be disclosed by law.

 

3.2     Licensee may use Licensor Confidential Information only in
connection with Licensee’s evaluation of the Software, but in no event
will Licensee at any time publish, disclose or make available to any
third party, any of Licensor Confidential Information including, without
limitation, the results of any benchmark tests or any other information
related to Licensee’s evaluation of the Software.  Licensee will use no
less than a reasonable standard of care to prevent publication,
unauthorized access to or use of, or disclosure of, Licensor
Confidential Information.

 

4.          OWNERSHIP

4.1     Except as expressly granted herein, all rights and title to and
interests in the Software and Licensor Confidential Information will
remain exclusively in Licensor or Open Text.  Nothing in this Agreement
will be construed to convey any title or ownership rights to the
Software or Licensor Confidential Information to Licensee.

 

5.          ENFORCEMENT OF RIGHTS

5.1     In consideration of Licensor’s valuable intellectual property
rights in the Software and Licensor Confidential Information, the
disclosure of which could cause Licensor irreparable harm and
significant injury to an extent which may be difficult to ascertain,
Licensee agrees that Licensor will be entitled to seek an immediate
injunction enjoining any breach by Licensee of this Agreement.

 

6.          TERMINATION

6.1     This Agreement will terminate upon expiration of the license
term specified in Section 1.2 hereof.

 

6.2     Licensor may earlier terminate this Agreement and/or all
licenses granted hereunder upon written notice to Licensee.

 

6.3     Upon expiration or the earlier termination of this Agreement,
Licensee will immediately discontinue its use of the Software, erase all
copies of the Software installed on its systems, and return all copies
of the Software to Licensor within two (2) working days from the
effective date of termination.  Such return will be accompanied by a
certificate, signed by Licensee’s authorized representative, attesting
to the foregoing discontinuance and return of all copies of the
Software.

 

7.          WARRANTY DISCLAIMER

7.1     Licensee acknowledges that the Software is being provided
without warranty of any kind in its current “As-Is” condition for
evaluation purposes only.  However, Licensor may provide Licensee with
limited telephone support and training to the extent considered
reasonable by Licensor.

 

7.2     LICENSOR MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER
EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND NONINFRINGEMENT.

 

8.          LIABILITY DISCLAIMER

8.1     NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT (INCLUDING
NEGLIGENCE), STATUTORY LIABILITY OR OTHERWISE) IN WHICH ANY LEGAL OR
EQUITABLE ACTION MAY BE BROUGHT AGAINST LICENSOR, NEITHER LICENSOR NOR
LICENSOR’S PARENT OR OTHER AFFILIATES WILL IN ANY EVENT BE LIABLE
HEREUNDER FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY
EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, THOSE
FOR BUSINESS INTERRUPTION OR LOSS OF PROFITS, EVEN IF LICENSOR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

 

9.          GENERAL

9.1     This Agreement constitutes the sole and exclusive terms and
conditions governing Licensee’s evaluation and use of the Software. 
This Agreement is in the English language only, which language will be
controlling in all respects, and all versions hereof in any other
language will be for accommodation only and will not be binding upon the
parties hereto.  All communications and notices to be made or given
pursuant to this Agreement will be in the English language.  Les parties
aux présentés confirment leur volonté que cette convention de même que
tous les documents y compris tout avis qui s'y rattaché, soient rédigés
en langue anglaise (translation:  “The parties confirm that this
Agreement and all related documentation is and will be in the English
language.”).

 

9.2     This Agreement will be governed and construed in accordance with
the laws of the Province of Ontario, excluding its choice of law rules. 
This Agreement may not be amended except in writing.  This Agreement is
not assignable by Licensee.  The parties specifically disclaim the UN
Convention on Contracts for the International Sale of Goods.

 

9.3     Licensee will comply with all then current export and import
laws and regulations of the United States and other countries.  Licensee
hereby certifies that it will not directly or indirectly, export,
re-export, or transship the Software or related information, media, or
products in violation of United States laws and regulations. 

 

9.4     Articles 3, 4, 5, 6, 7, 8 and 9, and Section 2.2 will survive
any termination or expiration of this Agreement.

 


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