DOTCMS ENTERPRISE 30-DAY TRIAL AGREEMENT
Please read this agreement carefully before initiating the 30-day trail period. By using the dotcms Enterprise 30-Day Trial, you acknowledge that you have read, fully understand and accept this agreement. If you are an individual acting on behalf of a corporate entity or contractor, you acknowledge that you have the authority to enter into this agreement on behalf of the entity or contractor. If you do not accept the terms of this agreement, then you must not use the dotcms Enterprise 30-Day Trial.
This dotcms Enterprise 30-Day Trial Agreement (the "Agreement") is between dotcms ("dotcms") and the USER ("USER" ) evaluating dotcms software and/or services who accepts the terms of this Agreement.
- Evaluation. The evaluation begins on the date USER accepts this Agreement and ends THIRTY (30) days later (the "Evaluation Period"). During the Evaluation Period, dotcms grants to USER: (a) the right to a non-exclusive, non-transferable, non-sublicensable, license to use the dotcms Enterprise software ("Software") only for USER's evaluation use on non-production systems and (b) the right to receive Services for the Software. USER will not, during the Evaluation Period or thereafter (i) use the Software with the dotcms 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. dotcms and its licensors will own all right, title, and interest to the Software, technology, information, code or software provided to USER, including all portions, copies or modifications thereof. Unauthorized use of the Software is a material breach of this Agreement and will result in immediate termination of this Agreement.
- Services. "Services" means access to dotcms network delivery mechanisms and the ability to log support cases in the community listserv (firstname.lastname@example.org) and issue tracking system (https://github.com/dotCMS/dotCMS/issues). USER 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. dotcms will provide and USER will use Services only for non-production systems authorized by this Agreement, and for USER's benefit only. USER will not use the Services for the dotcms Community software. No specific service level agreement is provided. dotcms may, at its discretion, decline to provide Services for Software that has been modified or changed by USER in any way, except as expressly directed by dotcms Unauthorized use of the Services is a material breach of this Agreement and will result in immediate termination of this Agreement.
- End of Evaluation Period. After 30 days, at the end of the Evaluation Period, USER's dotcms Enterprise Trial license will expire and revert back to the features available in the dotcms Community Edition. The dotcms Enterprise features will be unavailable and inaccessible. USER can request an extension of the Evaluation Period either through the automated form or by emailing dotcms at bizdev @ dotcms.com; however, dotcms reserves the right to extend or deny any such a request. Denial of an extension of the Evaluation Period can be delivered in writing, via email.
- Confidentiality. dotcms and USER 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, dotcms 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 USER PAID ($0.00) TO dotcms UNDER THIS AGREEMENT.
- Disclaimer of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL dotcms OR ITS AFFILIATES BE LIABLE TO USER 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 dotcms 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. dotcms 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 dotcms WILL CORRECT ALL SOFTWARE ERRORS. USER 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 Miami, Florida, USA. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of the courts located in Miami-Dade County, Florida, USA.
- 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 USER 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.