FREE TRIAL AGREEMENT
THIS SOFTWARE FREE TRIAL AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN ILANTUS TECHNOLOGIES PRIVATE LIMITED (HEREINAFTER REFERRED TO AS “ILANTUS”, “WE”, “US” OR “OUR”) AND ANY PERSON, COMPANY OR BUSINESS ENTITY WHO HAS USED THIS SOFTWARE (HEREINAFTER REFERRED TO AS THE “USER,” “YOU” OR “YOUR”)AND BY INSTALLING/ DOWNLOADING AND USING THIS SOFTWARE, THEREBY EXPRESSLY ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This Agreement sets forth the terms that govern the User’s access and use of the Software. The software and documentation are owned solely and absolutely by Ilantus and has allowed the use of the same on a trial basis without a fee. The User by using this product, acknowledges that this Agreement has been read and understands the terms and agrees to be bound by its terms. If User does not agree to the terms of this Agreement, Ilantus is unwilling to grant User any rights to use the Cloud Service. In such event, User may not use the Free Trial Service, and User should promptly cease use of the Software and accompanying Documentation. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates.
Unless the context otherwise requires, Ilantus and the User hereinafter may be referred to individually as the “Party” and collectively as the “Parties.”
a. “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with a party to this Agreement, by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies of such party. User shall notify Ilantus in writing of the identity of its Affiliates and shall be jointly and severally liable for such Affiliate’s performance of its obligations under this Agreement.
b. “Free Trial Service” means the software / technology provided under this Agreement to You by Ilantus as beta, limited release, developer preview, development or test bed environments. Free Trial Service excludes Content and Third Party Applications.
c. “Delivery Date” means the date on which the User starts using the Free Trial of the Software by accepting the terms of this Agreement.
d. “Documentation” means user guides, documentation, and help and training materials, as updated from time to time, and which may be accessible online on our site Ilantus.com or through login to the applicable infrastructure(s) that the Free Trial Service may access.
e. “Local Software Components” means the downloadable software components necessary to utilize certain functionality of the Free Trial Service that User may install on devices such as phones, tablets, PCs or Macs and any revisions, enhancements and new versions of such software components, made generally available by Ilantus for use with the Software, in each case in its machine-readable object code form.
f. “Software:” means the Ilantus Product as detailed in the Documentation which has been developed by Ilantus. Further, also includes any updates to such software which the User can download/install and corresponding documentation, associated media including digital images, stock photographs, clip art, fonts, sounds or other artistic works, printed materials, and online or electronic documentation. Any updates to such Software which the User is entitled to receive and that has been provided to the User by Ilantus shall also mean Software for purposes of this Agreement.
g. “Free Trial Period” means the period during which User is allowed the free trial of the Software as set forth in this Agreement.
h. “Third Party Software” means any software that is not owned by Ilantus that is identified in the Documentation and related Ilantus websites and user portals.
i. “User Account” means electronic credentials a User uses to access to the Free Trial Service.
2. Software Free Trial Service and Restrictions. We shall make the Free Trial Service and Content available to You subject to the terms of this Agreement and the applicable Documentation. You shall allow the Users to access the Free Trial Service only for the purpose of evaluation. You may not access the Free Trial Service if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Free Trial Service for purposes of evaluating or benchmarking this Software against other products in the market on criteria such as its availability, performance or functionality, or for any other competitive purposes.
3. User Obligations. In addition to any other obligations hereunder, the User shall: (i) be solely responsible for the accuracy, legality and integrity of the Customer information or data (“Customer Data”) submitted or used in connection with the Software, (ii) backing up the Customer Data in the event the Customer Data is corrupted or lost in connection with the Software, (iii) not submit, send or store any information other than the Customer Data in connection with the Software and not submit computer viruses, Trojan horse, time bombs, cancel bots or other computer programming routines that are intended to detrimentally interfere with the Software, and (iv) not take actions or omit to act in any way that would interfere with or disrupt the integrity or performance of the Ilantus Software. (v) The Software may be accessed and used by the Customer herself/ himself or the Customer’s employees, contractors and external users who are authorized by the Customer to use the Services on behalf of the Customer (“Users”). The Customer agrees and acknowledges that the Customer is responsible for all activities that occur under the Customer’s Users accounts. (v) any use or utilization of the Software shall not constitute infringement of national and/or international copyright, intellectual property, patent or trademark, nor do they infringe on the trade secrets or other proprietary rights of any party.
4. Proprietary Rights. Ilantus retains all rights, title and interest in and to the Software and all other technology, including without limitation, all Software, Documentation and Intellectual Property Rights related thereto, and nothing in this Agreement assigns any rights, title or interest therein to the User. All the Customer Data remains the Customer’s property, and Ilantus shall have the right to possess and use such Customer data solely for performance of the Ilantus Software and related services.
5. Confidential Information. Confidential information that is disclosed by Ilantus to the User or which the User has access to in connection with this Agreement, including, without limitation any information that should reasonably have been understood by the User to be proprietary and confidential to Ilantus or to its third party licensors or suppliers. Confidential Information may be disclosed in written or other tangible form or by oral, visual or other means. Information concerning the Software and related services, including the Documentation, will be considered Ilantus’ Confidential Information and shall be subject to the terms of this Clause. The User will not use any Confidential Information for any purpose not expressly permitted by the Agreement, and in case the User is an entity, it will disclose the Confidential Information only to its employees or contractors who have a need to know such Confidential Information in connection with the use of the Software permitted hereunder and who are under a duty of confidentiality no less restrictive than the Customer’s duty hereunder. The Customer will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The User’s obligations with respect to any Confidential Information will terminate if such information is, or through no fault of the User, has become generally available to the public. In addition, the User will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the User notifies Ilantus of such required disclosure promptly and in writing and cooperates with Ilantus, at Ilantus’ request, in any lawful action to contest or limit the scope of such required disclosure.
6. Removal of content in case of infringement. If the Software, Local Software Components, Third Party Software or any material portion thereof, used in Ilantus delivery of its Software is held by a court of competent jurisdiction to infringe, or if Ilantus believes that the Free Trial Service may be subject to a Claim or held to infringe, Ilantus shall cure the alleged infringements through appropriate actions. However, if non-infringing software or the rights to use the Free Trial Service cannot be obtained by Ilantus, then Ilantus may terminate the services to You.
7. Term and Termination. This Agreement shall commence upon Your acceptance and shall remain in effect until the specified Free Trial Service period, or Our discontinuation of Free Trial Service functionality available to You for whatever reason. The currently specified Free Trial period is 30 days.
8. No Warranty. THE FREE TRIAL SERVICE IS PROVIDED “AS-IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Free Trial Service is for evaluation purpose and may contain bugs or errors. Any production use of the Free Trial Service is at Your sole risk. You acknowledge that We may discontinue making the Free Trial Service available to You at any time in Our sole discretion, and may never make the Free Trial Service generally available.
9. No Liabilities. IN NO EVENT SHALL WE HAVE ANY LIABILITY HERE UNDER TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA OR USE, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Feedback on the evaluation of Software. Ilantus may request You and You may agree to provide feedback to Us regarding the Software after the Free Trial Service. Ilantus may use the data generated in connection with Your use of the Free Trial Service for refining Our Software, Documentation or any other materials to improve User experience. In the event, Ilantus has to share such data to third parties, it shall be anonymized and presented in the aggregate so that the data can not be traced to any specific User.
11. Governing Law and Venue: This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of Illinois, USA, excluding its conflict of law provisions. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Schaumburg County, Illinois and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
12. General Additional Terms.
12.1 Transfer or Assignment. You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent.
12.2 Communications. By registering for and using the Free Trial Service, You thereby consent to receiving information about Us and Our products and services, using the contact information that You provide to Ilantus. You may withdraw your consent at any time, by providing Ilantus with notification of Your intent to opt-out in accordance with the instructions contained in such communications.
12.3 Entire Agreement. This Agreement, constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.
12.4 Amendments. Ilantus reserves the right to modify the terms and conditions of this Agreement at any time, effective upon posting of an updated version of this Agreement on Ilantus’ official website. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.