DRIVEN (SELF-HOSTED VERSION)
TRIAL LICENSE AGREEMENT
THIS DOCUMENT IS A LEGAL CONTRACT. PLEASE READ IT CAREFULLY. This Trial License Agreement (“Agreement”) governs your access to and use of the Driven software solution, consisting generally of the Driven client-side plug-in and the Driven server application, (together, the “Software”) provided by Concurrent, Inc. (“Concurrent,” “we,” or “us”) on a non-paid trial basis for you to determine whether to enter into a commercial end user license agreement with Concurrent. If you purchase a commercial Driven license from us, the terms of our applicable commercial license agreement will supersede any conflicting terms of this Agreement with respect to that purchase.
- Acceptance of this Agreement
- Rights to Use the Software
- Contacting You
- Audit and Verification
- Term and Termination
- Acknowledgment and Disclaimers
- Limitation of Liability
- Maintenance and Support
- Export Control
- U.S. Government End Users
- Contacting Us
Your use of and access to the Software are conditioned on your compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. By clicking to agree to this Agreement or requesting a link to download the Software, or by installing or using the Software, you are indicating that you understand and agree to abide by this Agreement. If the Software is to be used by or on behalf of a company or other organization, the individual expressing acceptance of this Agreement represents and warrants that he or she has the authority to bind that company or other organization to this Agreement, and “you,” and “your” will refer to that company or other organization. If you do not accept all of the terms of this Agreement, we will not be able to license the Software to you, you may not use the Software, and you must delete all copies of the Software without retaining any copies thereof.
Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license, during the term of this Agreement, to download (from the website provided by Concurrent), install, copy and use the Software, in object code form, solely for your own personal or internal business use, whether for development or production use, but only for the limited term of this Agreement (see Section 9 below). The foregoing rights may be suspended or terminated as set forth in this Agreement. We and our licensors reserve all rights and licenses in and to the Software not expressly granted to you under this Agreement. You will reproduce all of Concurrent’s and its licensors’ copyright notices and any other proprietary rights notices on all copies of the Software (or any portion thereof) that you make, and will further ensure that all such copies are accompanied by a copy of this Agreement.
You agree not to use the Software for any purpose that is not expressly authorized in Section 2 above.
You acknowledge that the Software contains trade secrets of Concurrent and its licensors, and, in order to protect such trade secrets and other interests that Concurrent and its licensors may have in the Software, you may not, and you agree not to: (i) reverse engineer, decompile or disassemble the Software; (ii) sell or sublicense the Software; (iii) modify the Software; (iv) distribute or copy the Software; (v) use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement or our applicable documentation; or (vi) encourage, authorize, or enable anyone to do any of the foregoing.
You promise to indemnify and hold harmless Concurrent and its representatives fully against any claims, liabilities, costs, expenses, and other harm arising from your unauthorized use of the Software or any other violation of this Agreement (including any of the prohibitions stated above). We reserve the right, but have no obligation, to monitor compliance with the prohibitions set forth above, and we may investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.
Your rights with respect to the Software are limited to those expressly granted in Section 2 above. We and our licensors reserve sole and exclusive ownership of the Software and all copyrights, patents, trademarks, and other intellectual property rights therein. You may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices appearing on the Software. If you provide us with any suggestions, comments, or other feedback regarding the Software (“Feedback”) you acknowledge that such Feedback will become the exclusive property of Concurrent, and we may use (or not use) any such Feedback in any manner and for any purpose, without compensation to you and without implying or creating any interest on your part in any of our products or services that may be based on such Feedback. You hereby irrevocably assign to us all right, title, and interest in any Feedback you provide.
In order to download the Software for a trial, you will need to register with us by giving us your name and email address and other information requested in our registration form. By registering with us, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction. You agree to provide accurate, current and complete information during your registration. Your registration will also give you access to other features of the Concurrent websites, such as the cascading.org community website, which are also subject to the Terms of Service of the sites; accordingly, you may be required to accept those Terms of Service in order to access those sites. We reserve the right to suspend or terminate this agreement if any information provided during the registration process or thereafter is or becomes inaccurate, false or misleading. (Please also see Section 9 for other terms for termination.) After validating your email submitted for the trial registration, we will send you an email with a link for you to download the software and a key that is valid for thirty (30) days. You are responsible for maintaining the confidentiality of the link and the key, and agree to notify us if the link and/or the key is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised.
As part of providing the Software to you, we may need to provide you with certain communications, such as service announcements and administrative messages, which you may not be able to opt-out from receiving.
“Confidential Information” means the Software; any features, results or output produced by, and other information relating to, the Software (including, without limitation, all Feedback); and any business or technical information of Concurrent that is disclosed to you in connection with this Agreement. The obligations in this section will not apply to the extent any information: (i) is or becomes generally known to the public through no fault or breach of this Agreement by you; (ii) is rightfully known by you at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by you without access to or use of any Confidential Information; or (iv) is rightfully obtained by you from a third party without restriction on use or disclosure. You will not use or disclose any Confidential Information, except as necessary to exercise the rights expressly granted to you in this Agreement. You will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that you ordinarily use with respect to your own proprietary information of a similar nature and importance. If you are an organization, you may disclose Confidential Information only to individuals within your organization who have a bona fide need to know such Confidential Information for the exercise of your rights under this Agreement, and you must ensure that each such individual first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement.
At any time during the term of this Agreement, we may (but are not required to) monitor or, upon reasonable notice, audit your use of the Software (including by conducting an audit at your premises during normal business hours) as reasonably necessary to confirm your compliance with this Agreement. We may use a third-party organization reasonably acceptable to you to assist us in conducting such an audit. You agree to cooperate with us (and any such third-party organization) in connection with any such audit and will promptly make available to us all information and materials reasonably required by us to conduct such an audit. In addition, you agree to track and keep records of the individual users using the Software and promptly notify us if you learn of any unlicensed use. At our written request, you will provide us with a certification signed by you (or, if you are an organization, by an officer of the organization) verifying that the Software is being used in compliance with this Agreement.
Your rights under this Agreement, unless terminated as provided in this Agreement, will expire thirty (30) days after we send you the email with the link for you to download the Software. The key we send you will expire on the same date. We have no obligation to offer license renewals or extensions, and you are welcome to contact us for a commercial subscription of the Software. Your rights under this Agreement will automatically terminate, and we may suspend or terminate your use of the Software, immediately and without notice if you breach any of the terms in this Agreement. In addition, we may suspend your use of the Software as we deem appropriate to prevent, investigate, or otherwise address any suspected misuse of the Software. Upon expiration or termination of this Agreement, you agree to promptly and permanently delete all copies of the Software that are in your possession or control unless we expressly authorize you to retain such copies in connection with your purchase of a commercial license for the Software. The provisions of Sections 3, 4, 7, 8, 10, 11, 13, 14, and 15 will survive any expiration or termination of this Agreement.
You understand and agree that the Software is provided to you “AS IS” and on an “AS AVAILABLE” basis. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Software will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
Some states or jurisdictions do not allow the exclusion of express or implied warranties in certain circumstances, so the above disclaimer may not apply to you. IN THAT EVENT, SUCH EXPRESS OR IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO THE MINIMUM PERIOD REQUIRED BY THE APPLICABLE LAW.
You acknowledge that: (i) the Software made available under this Agreement may not have been made commercially available by Concurrent; (ii) the Software may not operate properly, be in final form or fully functional; (iii) the Software may contain errors, design flaws or other problems; (iv) the data, information or content obtained using the Software may not be accurate; (v) use of the Software may result in unexpected results, corruption or loss of data, information, content or communications, or other unpredictable damage or loss; (vi) Concurrent has no obligation to release a commercial version of the Software; and (vii) Concurrent has the right unilaterally to abandon development of the Software, at any time and without any obligation or liability to you. You assume all risk arising from use of the Software, including, without limitation, the risk of damage to your computer system, device or the corruption or loss of data, information or content. You will be solely responsible for all costs and expenses required to restore any data, information or content that is corrupted or lost as a result of your use of the Software.
WE WILL HAVE NO LIABILITY TO YOU WHATSOEVER, FROM ANY CAUSES OF ACTION OR UNDER ANY THEORIES OF LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR RESULTING FROM YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SOFTWARE; PROVIDED, HOWEVER, THAT WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, OUR TOTAL LIABILITY SHALL INSTEAD BE LIMITED TO THE SUM OF FIFTY U.S. DOLLARS ($50).
WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR COSTS OF SUBSTITUTE GOODS OR SERVICES, OR FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR RESULTING FROM YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
During your trial subscription period, you will have access to support-related information regarding the Software at forums.driven.io, on an “as is” and “as available” basis. We have no other software maintenance or technical support obligations under this Agreement.
You agree to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions to ensure that neither the Software, nor any direct product thereof, are: (i) downloaded or otherwise exported or re-exported directly or indirectly in violation of such export laws and regulations; or (ii) used for any purposes prohibited by the such export laws and regulations, including but not limited to nuclear, chemical, or biological weapons proliferation.
The Software consists of “commercial items,” “commercial computer software” and “commercial computer software documentation,” as those terms are used in FAR Subpart 12.2, DFARS 227.7202 and other government acquisition regulations, as applicable. Any use, duplication, or disclosure of the Software by the U.S. government is permitted solely as expressly provided in Section 2 above, and is subject to restrictions as set forth in this AGREEMENT.
This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflict of laws rules or principles. The parties to this Agreement irrevocably consent to the jurisdiction of, and venue in, the state or federal courts located in the State of California for any disputes arising under this Agreement. Our failure to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. You may not assign, delegate or transfer this Agreement or any of your rights or obligations hereunder without our prior written consent, and any attempt to do so will be void. We may assign this Agreement without your consent. This Agreement constitutes the entire agreement between you and us regarding the trial use of the self-hosted version of the Software, and it supersedes and replaces any prior agreements and understandings between you and us regarding the trial use of the self-hosted version of the Software (except as expressly stated in the first paragraph of this Agreement with regard to any commercial Driven license you may have purchased).
If you have any questions regarding this Agreement please contact us via email at firstname.lastname@example.org.
Agreement version: June 2015