Free Trial Service Agreement
POWERDMS, INC, Free Trial Subscription, Terms and Conditions
These Terms and Conditions (the “Terms”) govern your use of the PowerDMS, Inc. (“we”, “us” or “our”) service (the “Service”) on a trial basis for the management of your documents, data, media and/or other materials (“Customer Data”) utilizing our PowerDMS document management software application and our PowerDMS Standards software assessment tool (collectively, “Software”), through our access-controlled website (the “Site”). These Terms also govern any use of the Service by any person who has been supplied a user identification and password for the Service by you, on your behalf or at your request (each a “User”), and you agree to be responsible for any use of the Service by any of your Users. By using the Service or permitting any User to use the Service, you agree to these Terms. If you do not agree to all of the Terms, you do not have the right to access, or permit any User to access, the Site and use the Service and Software. These Terms comprise the entire agreement between you and us, and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and us, regarding the subject matter contained herein.
1. Limited Right to Use Service During Trial Period
You are granted a nonexclusive, revocable right during the specified free trial period (the “Trial Period”) to access the Site and use the Service and Software and to permit your Users to do so, subject to these Terms. At the end of the Trial Period, the use of the Service by you and your Users will either (1) migrate to a standard paid subscription upon your purchase of a Service subscription and agreement to be bound by the PowerDMS standard terms and conditions applicable thereto, or (2) terminate.
2. Our Rights in the Site, the Service, and the Software
We retain all rights in the Site, the Service, and the Software. Except as expressly provided in these Terms, no license or other right is granted to you or any User in the Site, the Service or the Software. Our name, logo(s), and product name(s) associated with the Service are trademarks belonging to us or to third parties, and they may not be used by you or your Users without our prior written consent.
You agree to comply, and cause your Users to comply, with all applicable laws in using the Service. You also agree that neither you nor any of your Users will:
- use the Service to store or transmit Malicious Code,
- interfere with or disrupt the integrity or performance of the Service (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity),
- attempt to gain unauthorized access to the Service or its related systems or networks,
- modify, copy, or create derivative works based on the Service or Software or any part, feature, function or user interface thereof,
- frame or mirror any part of the Service,
- access the Service for the purpose of building, selling or marketing a competitive product or service or copying any portion of the Service,
- remove the copyright, trademark, or any other proprietary rights or notices included within the Service and on and in any documentation or training materials,
- disassemble, reverse engineer, or decompile the Service or Software, or otherwise attempt to obtain or perceive the source code of any portion of the Service or Software,
- sell, resell, license, sublicense, distribute, make available, rent or lease any portion of the Service, or include any portion of the Service in a service bureau or outsourcing offering,
- share Service login credentials with other parties, or
- assign or transfer any rights with respect to the Site, the Service or the Software.
You will not submit, or permit any User to submit, to the Service any Customer Data that is (i) illegal, misleading, defamatory, libelous, indecent or obscene, threatening, infringing of any third party rights, (ii) in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (iii) protected by the Health Insurance Portability Accountability Act (HIPAA), (iv) applicable to or regulated by the Payment Card Industry – Data Security Standards (PCI-DSS), (v) the personal data of data subjects within the European Union (EU), European Economic Area (EEA) or Switzerland, (vi) considered criminal history record information, as that term is defined in Title 28, Part 20, Code of Federal Regulations, or (vii) otherwise tortious, unlawful or deemed objectionable by us in our sole discretion.
You will not use or permit your Users to use the Service in any jurisdiction other than the United States without our prior written consent, which we may grant or withhold in our sole discretion.
4. Passwords and Access
You are responsible for maintaining the security and confidentiality of, and are responsible for all activities undertaken, using the usernames and passwords assigned to your Users. You agree to notify us immediately if you become aware of any unauthorized access or use of the Service using any such username or password or otherwise.
5. Your Data
As between you and us, all Customer Data submitted by you or your Users to the Service will remain the sole property of you or such Users. You hereby grant us a non-exclusive license to use, copy, store, transmit and display Customer Data to the extent reasonably necessary (i) to provide, maintain and improve the Service, (ii) to confirm compliance with the terms of this Agreement, (iii) to comply with any applicable laws.
You will have sole responsibility, and we assume no responsibility, for the accuracy, quality and legality of Customer Data and the means by which you obtained Customer Data and your use of the Customer Data in connection with the Service.
During the Trial Period, you may extract (in native format or common format of digital file) and/or purge Customer Data at any time directly through the Service. We shall have no obligation to retain any Customer Data or to make the Customer Data available other than through the self-service method provided through the Service during the Trial Period.
“Confidential Information” means non-public information, technical data or know-how of a party and/or its affiliates, which is furnished to the other party in connection with the Service or these Terms and (i) would reasonably be considered to be of a confidential nature or (ii) is confirmed in writing at the time of disclosure to be confidential.
Notwithstanding the foregoing, Confidential Information does not include information which is: (i) already in the possession of the receiving party and not subject to a confidentiality obligation to the providing party; (ii) independently developed by the receiving party; (iii) publicly disclosed through no fault of the receiving party; (iv) rightfully received by the receiving party from a third party that is not under any obligation to keep such information confidential; (v) approved for release by written agreement with the disclosing party; or (vi) disclosed pursuant to the requirements of law, regulation, or court order, provided that the receiving party will (if permitted by applicable law) promptly inform the providing party of any such requirement and cooperate, at the sole expense of the providing party, with any attempt to procure a protective order or similar treatment.
Neither party (nor, in your case, any of your Users) will use the other party’s Confidential Information except as reasonably required for the performance of the Service and these Terms. Each party agrees not to disclose (or, in your case, permit your Users to disclose) the other party’s Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party’s obligations hereunder. The confidentiality obligations set forth in this Section will survive for one (1) year after the termination or expiration of the Trial Period.
Each party will, upon the request of the disclosing party, destroy all Confidential Information and all copies thereof in the receiving party’s possession or control.
In case a party receives legal process that demands or requires disclosure of the disclosing party’s Confidential Information, such party will give prompt notice to the disclosing party, if legally permissible, to enable the disclosing party to challenge such demand. The disclosing party shall promptly reimburse any expense or cost (including attorneys’ fees) incurred in connection with the challenge to or compliance with such legal process.
7. Disclaimers and Limitations.
THE SITE, SERVICE AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THERE ARE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE, SITE OR SOFTWARE. WE DO NOT WARRANT THAT USE OF THE SITE, SERVICE OR SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED. WE MAKE NO WARRANTY THAT THE SITE, SERVICE OR SOFTWARE COMPLY WITH THE LAWS OF ANY JURISDICTION OTHER THAN THE UNITED STATES. WE MAKE NO WARRANTY AS TO THIRD PARTY SERVICES OR CONTENT THAT MAY BE AVAILABLE OR ACCESSIBLE THROUGH THE SERVICE.
IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY OUT OF THE SERVICE OR THESE TERMS, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify and hold us, our officers, employees and supporting contractors, harmless from any claim or demand, including attorney’s fees, made by any third party due to or arising out of the use of the Service by you or your Users, your violation of these Terms, or the infringement by you, any User or any of the Customer Data of any right of any person or entity.
9. Modifying, Terminating and Suspending Services
We reserve the right to modify, suspend or terminate the Service or your use of the Service at any time without prior notice and without liability to you or any third party.
10. Choice of Law; Jurisdiction
These Terms will be interpreted in accordance with the laws of the State of Florida and applicable federal law, without any strict construction in favor of or against either party. Any action arising under or relating to these Terms shall lie within the exclusive jurisdiction of the State and Federal Courts located in Orange County, Florida.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalid, illegal, or unenforceable provision will not affect any other provisions, and these Terms will be construed as if the invalid, illegal, or unenforceable provision is severed and deleted from these Terms.