EULA

 

Copy of TrilioVault (“the Software Product”) and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. Trilio Data, Inc. or its subsidiaries, affiliates, and suppliers (collectively “Trilio”) own intellectual property rights in the Software Product. The Licensee’s (“you” or “your”) license to download, use, copy, or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement (“Agreement” or “EULA”).

Acceptance

YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY DOWNLOADING THE SOFTWARE PRODUCT OR BY INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT INSTALL, USE, OR COPY THE SOFTWARE PRODUCT.

License Grant

This Agreement entitles you to install and use one copy of the Software Product. In addition, you may make one archival copy of the Software Product. The archival copy must be on a storage medium other than a hard drive, and may only be used for the reinstallation of the Software Product. This Agreement does not permit the installation or use of multiple copies of the Software Product, or the installation of the Software Product on more than one computer at any given time, on a system that allows shared used of applications, on a multi-user network, or on any configuration or system of computers that allows multiple users. Multiple copy use or installation is only allowed if you obtain an appropriate licensing agreement for each user and each copy of the Software Product.

Restrictions on Transfer

Without first obtaining the express written consent of Trilio, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.

Restrictions on Use

You may not use, copy, or install the Software Product on any system with more than one computer, or permit the use, copying, or installation of the Software Product by more than one user or on more than one computer. If you hold multiple, validly licensed copies, you may not use, copy, or install the Software Product on any system with more than the number of computers permitted by license, or permit the use, copying, or installation by more users, or on more computers than the number permitted by license.

You may not decompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the source code for the Software Product.

Restrictions on Alteration

You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product.

Restrictions on Copying

You may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium. You may make one archival copy which must be stored on a medium other than a computer hard drive.

Subscription Edition

Notwithstanding anything to the contrary herein, specifically, without limitation, Section – Term and termination, for the Software available on a subscription-basis (“Subscription Edition”), you may install and use the Subscription Edition only in accordance with this EULA and your subscription order during the non-perpetual license term indicated in your subscription order (the “Subscription License Term”). Subject to the terms and conditions of this EULA and your subscription order or any other applicable Additional Subscription Terms as further defined below, for the Subscription Edition, Trilio and/or its authorized Reseller or Distributor may allow you to install and use the current version of the Subscription Edition on the same Computer during the Subscription License Term. You agree that Trilio may change the type of Software (such as specific components, versions, platforms, languages, etc.) included in the Subscription Edition at any time and shall not be liable to Customer whatsoever for such change. Ongoing access to a Subscription Edition requires: (a) a recurring Internet connection to activate, renew, and validate the license, (b) Trilio’s or its authorized Reseller’s or Distributor’s receipt of recurring subscription payments, and (c) your agreement to subscription terms and other additional terms and conditions that are available at www.triliodata.com or the applicable Reseller or Distributor’s site at the time of purchase. If Trilio and/or its Reseller or Distributor do not receive the recurring subscription payment or cannot validate the license periodically, then the Software may become inactive without additional notice until Trilio and/or its Reseller or Distributor receives the payment or validates the license. By way of further clarity and further illustration, some of Trilio’s Resellers and Distributors may impose additional terms specific to your subscription (“Additional Subscription Terms”). For example, an authorized Reseller or Distributor may impose a Subscriber Agreement or Terms of Use specific to that authorized Reseller or Distributor, that may include payment, refund and billing procedures or its privacy policy, which shall also be binding on you once you indicate your acceptance of them or of this EULA, or you otherwise become bound by them.

Evaluation Software

In the instance of a fixed term license such as with a trial version, the license to use the Software begins on installation and shall be for the duration identified by Trilio in Our invoice or by Our authorized reseller in its invoice. Subject to the terms and conditions of this EULA, if (i) the Software is identified as a demonstration, evaluation, trial, “not for sale” (“NFS”) or “not for resale” (“NFR”) version (“Evaluation Version”) in the applicable user documentation, or (ii) You acquired the Software without charge. You understand that at the end of the evaluation period, You must either stop using the Software or pay for the Software to continue using it. If You fail to pay for it, then Your license terminates. Upon expiration of the evaluation period, You will immediately discontinue use of the Evaluation Version and delete and destroy all electronic copies of the Evaluation Version including, but not limited to, all user documentation that may have been provided as part of the evaluation from Your computing device and any other computer devices on which You have installed the Evaluation Version. UNAUTHORIZED USE OF THE EVALUATION VERSION, USE OF THE EVALUATION VERSION BEFORE OR BEYOND THE APPLICABLE FIXED TERM, OR ANY ATTEMPT TO DEFEAT ANY TIME-CONTROL DISABLING FUNCTION IN THE EVALUATION VERSION IS AN UNAUTHORIZED USE CONSTITUTING A MATERIAL BREACH OF THIS EULA AND APPLICABLE LAW AND WILL AUTOMATICALLY AND IMMEDIATELY TERMINATE YOUR LICENSE TO USE THE SOFTWARE.

Term and Termination

The term of this EULA granted to you for the use of the Software is for 1 year (or otherwise noted), renewable automatically, but without prejudice to any other rights, Trilio may terminate this EULA, if you fail to comply with any of the terms and conditions of this EULA, which includes, but would not be limited to, your unauthorized reproduction, copying, distribution, modification, adaptation or the making of a derivative of or display of the Software or any of the key codes associated with the same. In such event, upon such termination you must destroy all copies of the Software and any key codes associated with the same and all of its component parts and you must provide Trilio in writing your certification as to the same.

 

Disclaimer of Warranties and Limitation of Liability

UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY TRILIO, TRILIO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT.

Trilio makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. Trilio makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. TRILIO WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.

UNDER NO CIRCUMSTANCES SHALL TRILIO, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF TRILIO OR ANY OTHER PARTY, EVEN IF TRILIO IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS TRILIO’S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.

NO LIABILITY FOR OPEN SOURCE MATERIALS

THE SOFTWARE MAY CONTAIN “OPEN SOURCE” MATERIALS (E.G., ANY SOFTWARE SUBJECT TO OPEN SOURCE, COPYLEFT, GNU GENERAL PUBLIC LICENSE, LIBRARY GENERAL PUBLIC LICENSE, LESSER GENERAL PUBLIC LICENSE, MOZILLA LICENSE, BERKELEY SOFTWARE DISTRIBUTION LICENSE, OPEN SOURCE INITIATIVE LICENSE, MIT, APACHE OR PUBLIC DOMAIN LICENSES, OR SIMILAR LICENSE). TRILIO MAKES NO WARRANTIES, AND SHALL HAVE NO LIABILITY, DIRECT OR INDIRECT, WHATSOEVER WITH RESPECT TO OPEN SOURCE MATERIALS CONTAINED IN THE SOFTWARE.

Limitation of Remedies and Damages

Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of Trilio. Trilio reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If Trilio is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product exclusive of any costs for shipping and handling.

Any claim must be made within the applicable warranty period. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by Trilio to have been caused by you. All limited warranties on the Software Product are granted only to you and are non-transferable. You agree to indemnify and hold Trilio harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions.

Governing Law, Jurisdiction and Costs

This Agreement is governed by the laws of Massachusetts, without regard to Massachusetts’s conflict or choice of law provisions.

Severability

If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.

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