IMPORTANT - CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS ONLINE TRIAL AGREEMENT (THIS "AGREEMENT"). BY CLICKING "Sign-up" AND/OR FILLING OUT THE FORM TO USE THE ONLINE HOSTED INTERACTOR SANDBOX ("the Product") PROVIDED TO YOU BY GRAPHILEON BV, THE NETHERLANDS, YOU , AS AN INDIVIDUAL AND/OR AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU USE THE SERVICES ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT WITH GRAPHILEON B.V. ("Graphileon"), AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE INTERACTOR SANDBOX, CLICK ON YOUR BROWSER'S BACK BUTTON OR DO NOT CLICK "Sign-up" AND YOU WILL NOT BE ABLE TO USE THE SERVICES. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT YOU ACCEPT THIS AGREEMENT.
This Agreement is between You and Graphileon and governs your use of the Product for evaluation use only. If you wish to obtain a production license, support or other services, you should contact Graphileon to obtain the applicable terms and conditions. The Product is not intended for use in a production or commercial operating environment or with production data. Before using the Product, you should back up all of your data that you may input into / access through /modify using the Product and regularly back up your data while using The Product.
Subject to the terms and conditions of this Agreement, Graphileon grants you a non-exclusive, non-transferable, limited license (without the right to sublicense) to (i) access and use The Product solely for evaluation purposes as necessary to determine the feasibility of using the Product and the feasibility of using InterActor software; (ii) use all associated Documentation in connection with such authorized use of the Services; and (iii) make one copy of the Documentation solely for archival and backup purposes. Your use of any third party software included in or accessed through The Product is subject to the applicable third party license terms.
Except as expressly permitted in this Agreement, you shall not, and shall not permit any third party to: (i) copy, reverse engineer, reverse assemble, or otherwise attempt to discover the source code of all or any portion of The Product; (ii) reproduce, modify, translate or create derivative works of all or any portion of the Product; (iii) assist any third party to gain access, license, sublicense, resell distribute, assign, transfer or use the Product; (iv) remove or destroy any proprietary notices contained on or in the Product or any copies thereof; or (v) publish or disclose the results of any benchmarking of the Products, or use such results for your own competing services development activities, without the prior written permission of Graphileon.
You agree that Graphileon and its licensors provide the products on an "as is" and "where-as" basis. Neither Graphileon nor its licensors make any warranties with respect to the performance of the product, whether express, implied, statutory or otherwise, and Graphileon and its licensors expressly disclaim all other warranties, including but not limited to the implied warranties of non-infringement of third party rights, merchantability and fitness for a particular purpose.
All rights, title and interest in and to The Product and any improved, updated, modified or additional parts thereof, shall at all times remain the property of Graphileon or its licensors. Nothing herein shall give or be deemed to give you any right, title or interest in or to the same except as expressly provided in this Agreement. Graphileon reserves all rights not expressly granted herein. You agree to make reasonable efforts to provide Graphileon with oral feedback and/or written feedback related to your use of the Product, including, but not limited to, a report of any errors which you discover in the Services or related Documentation. Such reports, and any other materials, information, ideas, concepts, feedback and know-how provided by you to Graphileon concerning The Product and any information reported automatically through The Product to Graphileon ("Feedback") will be the property of Graphileon. You agree to assign, and hereby assign, all right, title and interest worldwide in the Feedback, and the related intellectual property rights, to Graphileon and agree to assist Graphileon, at Graphileon's expense, in perfecting and enforcing such rights.
Neither Graphileon nor its licensors shall be liable for special, incidental, consequential or indirect damages, related to this agreement, including without limitation, lost profits, lost savings, or damages arising from loss of use, loss of content or data or any actual or anticipated damages, regardless of the legal theory on which such damages may be based, and even if Graphileon or its licensors have been advised of the possibility of such damages, including, without limitation, if due to the acts or omissions of its third party hosting providers. In no event shall Graphileon's direct damages exceed the amount of one hundred euros EUR 100,00). Additionally, in no event shall Graphileon's licensors be liable for any damages of any kind.
You and Graphileon agree that the foregoing Section 7.1 on limitation of liability and the Section 5 above on warranty disclaimers fairly allocate the risks in the Agreement between the parties. You and Graphileon further agree that this allocation is an essential element of the basis of the bargain between the parties and that the limitations specified in this Section 7 shall apply notwithstanding any failure of the essential purpose of this Agreement or any limited remedy hereunder.
"Confidential Information" means any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure including, without limitation, The Product and any non-public technical and business information. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure. You and Graphileon will maintain the confidentiality of Confidential Information. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party's Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides to the disclosing party prompt notice of such required disclosure to enable the disclosing party to seek a protective order. Upon termination or expiration of this Agreement, the receiving party will, at the disclosing party's option, promptly return or destroy (and provide written certification of such destruction) the disclosing party's Confidential Information.
Graphileon reserves the right to change the Terms or policies regarding the use of The Product at any time and to notify you by updating The Product.