THIS SOFTWARE SERVICES TRIAL AGREEMENT (“AGREEMENT”) GOVERNS YOUR USE OF OUR SOFTWARE SERVICES FOR EVALUATION PURPOSES.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING "YES" ON A SIGN UP
FORM, BY RESPONDING TO AN EMAIL CONTAINING THIS AGREEMENT WITH
THE WORDS “I ACCEPT”, OR BY LOGGING INTO A TRIAL ACCOUNT PROVIDED
TO YOU, AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING
INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY,
"YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE
WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY
NOT USE SOFTWARE SERVICES
1. DEFINITIONS
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other
harmful or malicious code, files, scripts, agents or programs.
"Services" means the DigitAge brand protection platform, which is an online,
Web-based software service provided by Digitage IP Inc. via a designated
website URL.
"Users" means individuals who have been authorized by You to use the
Services during this trial agreement, and who have been supplied user
identifications and passwords by You (or by Us at Your request).
"We," " Us" or "Our" means DigitAge IP Inc., a Canadian corporation located
in the Province of Ontario.
"You" or "Your" means the company or other legal entity for which you are
accepting this Agreement, and affiliates of that company or entity.
”Your Data” means all electronic data or information submitted by YOU to the
Services.
2. SERVICES
2.1. Provision of Services. Subject to any restrictions on use expressly set
forth herein, We grant You a non-exclusive, non-transferrable, revocable,
limited right to, during the term set out in this Agreement, access, use and
display the Services for Your internal business purposes.
2.2. User Subscriptions. Services are provided as a subscription and may
be used for no more than the maximum number of authorized Users. Limits
on authorized Users are for designated Users and cannot be shared or used
by more than one User
3. CUSTOMER RESPONSIBILITIES
You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be
solely responsible for the accuracy, quality, integrity and legality of Your Data
and of the means by which You acquired Your Data, (iii) use commercially
reasonable efforts to prevent unauthorized access to or use of the Services,
and notify Us promptly of any such unauthorized access or use, and (iv) use
the Services only for the purposes of Your business needs in Your ordinary
course of business and in accordance with applicable laws and government
regulations. You shall not (a) make the Services available to anyone other
than Users, (b) sell, resell, rent or lease access to the Services, (c) use the
Services to store or transmit infringing, libelous, or otherwise unlawful or
tortuous material, or to store or transmit material in violation of third-party
privacy rights, (d) use the Services to store or transmit Malicious Code, (e)
attempt to copy or reverse engineer the software functionality, (f) interfere
with or disrupt the integrity or performance of the Services, or (g) attempt to
gain unauthorized access to the Services or their related systems or
networks.
4. FEES AND PAYMENT FOR SERVICES
4.1. User Fees. Use of the Services in this Agreement are provided to You
at no charge. We reserve the right to change our pricing policy for future trial
agreements.
4.2. User Feedback. In return for free access to the services, You agree to
participate in two short telephone calls or web meetings to share your
feedback on the services. Calls will typically range from 10-30 minutes in
length, with the first call being scheduled halfway through the trial period
and the second call being scheduled within one week of the trial conclusion.
4.3. No Obligation. Nothing in this Agreement creates any obligation for
You to purchase Services from Us or to continue using the Services following
completion of the trial period.
4.4. Purchase of Services. You may maintain your data and configuration in
the Services by converting this Trial Agreement to a new purchase
agreement at any time prior to its conclusion, by signing a subsequent
software services order form that is accepted by Us. This Trial Agreement
may also be extended, as described in section 8.1 (Term).
5. PROPRIETARY RIGHTS
5.1. Reservation of Rights. Subject to the limited rights expressly granted
hereunder, We reserve all rights, title and interest in and to the Services,
including all related intellectual property rights. No rights are granted to You
under the terms of this Agreement other than as expressly set forth herein.
5.2. Restrictions. You shall not (i) permit any third party to access the
Services except as permitted herein, (ii) create derivative works based on
the Services, (iii) reverse engineer the Services, or (iv) access the Services in
order to (a) build a competitive product or service, or (b) copy any features,
functions or graphics of the Services.
5.3. Ownership of Customer Data. As between Us and You, You exclusively
owns all rights, title and interest in and to all of Your Data.
5.4. Suggestions. We shall have a royalty-free, worldwide, transferable,
sublicensable, irrevocable, perpetual license to use or incorporate into the
Services any suggestions, enhancement requests, recommendations or other
feedback provided by Your, including Users, relating to the operation of the
Services.
5.5. Statistical Data. We reserve all rights, title and interest in statistical
system meta data derived by Us from the Services, provided that such
statistical data is anonymous, cannot be traced directly to Your Data and
cannot be associated with Your organization.
6. WARRANTIES AND DISCLAIMERS
6.1. Mutual Warranties. Each party represents and warrants that (i) it has
the legal power to enter into this Agreement, and (ii) it will not transmit to
the other party any Malicious Code (except for Malicious Code previously
transmitted to the warranting party by the other party).
6.2. Exclusion of Warranties. WE MAKE NO WARRANTIES OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE
SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT
REPRESENT OR WARRANT THAT YOUR USE OF SERVICES WILL MEET YOUR
REQUIREMENTS OR THAT YOUR USE OF THE SERVICES WILL BE
UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE
DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER
ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE
FOREGOING, WE SHALL HAVE NO LIABILITY FOR LOSS OF PROFITS, REVENUE
OR DATA OR FOR INTERRUPTIONS IN SERVICE. THE FOREGOING DISCLAIMER
SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
8. TERM AND TERMINATION
8.1. Term. This Agreement commences on the date You accept it and
continues for 15 days, unless terminated in accordance with Section 9.2
(Termination). The term of this Agreement may be extended, subject to
mutual acceptance between You and Us.
8.2. Termination. You may terminate Your use of the Services without
cause at any time upon written notice to Us. We may terminate Your use of
the Services at any time without cause upon written notice to You. Upon any
termination of Your use of the Services, this Agreement shall also terminate,
subject to Section 9.3 (Surviving Provisions).
8.3. Surviving Provisions. Sections 5 (Proprietary Rights), 6.2 (Exclusion of
Warranties), 8 (Limitation of Liability), and 9 (General Provisions) shall
survive any termination or expiration of this Agreement.
9. GENERAL PROVISIONS
9.1. Governing Law. This Agreement and attached Order Forms shall be
governed by and construed in accordance with the laws of the Province of
Ontario and the federal laws of Canada applicable therein without regard to
conflicts of laws principles. The parties hereby consent to submit to the non-
exclusive jurisdiction of the courts of the Province of Ontario. The parties
hereby expressly waive the application of the United Nations Convention on
the International Sale of Goods and any local implementing legislation.
9.2. Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties with respect to the subject matter hereof,
and supersedes all prior oral and written agreements and understandings
relating thereto. Neither party shall be bound by or be liable for any alleged
representation, promise, inducement or statement of intention not set forth
herein and no waiver, alteration, modification, or cancellation of any of the
provisions of this Agreement shall be binding unless made in writing and
signed by authorized representatives of the parties.
9.3. Electronic Documents. Email and electronic copies of this Agreement
which shall be deemed originals.
9.4. Language of Agreement. The parties hereto have expressly requested
that this Agreement be drafted in English.