Expert On the Go Time Trial Version Terms
ADERANT END USER LICENSE AGREEMENT
IMPORTANT: Please read the terms and conditions of this End User License Agreement (“Agreement”) before using the Software provided under this Agreement. Your use of Aderant Expert® On the Go Software (“Software”) is indicative of your acceptance and assent to all parts of this Agreement. If you do not agree, do not install, copy or use the Software provided under this Agreement.
IMPORTANT NOTICE: THIS AGREEMENT, THE TERMS AND CONDITIONS OF WHICH ARE SET OUT BELOW, MAY BE REVISED BY ADERANT IN ITS SOLE DISCRETION.
A. Aderant means Aderant North America, Inc., a Florida corporation whose registered office is located at 1650 Summit Lake Drive, Suite 200, Tallahassee, Florida 32317 U.S.A.
B. Agreement means this End User License Agreement.
C. Commencement Date means the date upon which your use of the Software first commences, and from which date Software is used by You in accordance with the provisions of this Agreement.
D. Confidential or Proprietary Information means any software and related documentation, or other commercial or technical information disclosed or made available by either party to the other, and any other items that are marked or identified as “confidential” or “proprietary” or with other similar words. Confidential or Proprietary Information shall also include any trade secret, manufacturing process, formula and any information relating to the business or financial affairs, marketing plans, sales plans, prospects, research, strategies, management, financing, products, inventions, designs, prototypes, processes, software, source code, object code, computer programs, objects and any databases, data surveys, requirements documents, specifications, drawings, records, reports or other documents, materials or other data or information whether in writing or otherwise, concerning the parties or any of their present, former, future or prospective clients, customers, suppliers, consultants or business partners to which the parties gain access to or which one party has prepared for the other party, whether before, during or after the Commencement Date, of which reasonable grounds exist for such information to be deemed confidential.
E. Documentation means the supporting documentation provided by Aderant for use and operation of the Software.
F. Intellectual Property Rights means all intellectual property rights of Aderant or its suppliers, including but not limited to copyright, trademarks, service marks, patents, trade secrets, Confidential Information and other related proprietary or statutory rights that have been or subsequently exist pursuant to all applicable statutes, laws, regulations, treaties or common law in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded.
H. Software means the Aderant Expert On the Go Software which is being provided for trial use under this Agreement.
I. Term means that the period of time for which You have trial access to use the Software.
2. RESERVATION OF RIGHTS NOT EXPRESSLY GRANTED.
A. The Software is licensed to You only for the duration of the Term.
B. No unauthorized use of Aderant’s intellectual property, which includes the Software, the Documentation, Aderant’s reference materials, designs, trademarks and trade secrets, copyrighted works or patents, any other Confidential Information of Aderant to the extent that such Confidential Information is Aderant intellectual property, is permitted and any such unauthorized use shall be deemed to be a material breach of this Agreement entitled Aderant to terminate this Agreement immediately.
C. All rights not expressly granted in this Agreement are reserved by Aderant and its licensors. Aderant or its licensors, as applicable, retain sole and exclusive ownership of the Software and all Intellectual Property Rights in, to and/or embodied in or associated with the Software, Documentation and Confidential Information, and all copies and derivative works thereof (whether developed by Aderant, You or a third party).
3. CONFIDENTIALITY AND PRIVACY.
4. INTELLECTUAL PROPERTY. You will not (i) copy or use the Software or the Documentation; (ii) do anything which infringes any Intellectual Property Rights held by Aderant or its licensors; (iii) modify, adapt, translate or otherwise make any changes to the Software or any part thereof; (iv) write or develop any derivative software or any other software program based upon the Software, the Documentation or any Confidential Information of Aderant or its licensors; (v) decipher decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the Software, including the license keys (if any), or the Confidential Information of Aderant or its licensors, in whole or in part, for competitive purposes or otherwise; (vi) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Software, Documentation or Confidential Information of Aderant or its licensors; (vi) give, license, assign, transfer, disclose, display, demonstrate, publish or otherwise make available the Software or Documentation in any form to any third party without Aderant’s prior written consent; (vii) rent, or use the Software or Documentation in a timesharing or service bureau application, (viii) use the Software to provide training or other professional services to third parties; or (ix) disclose or publish performance or capacity statistics or the results of any benchmark test performed on Software.
5. WARRANTY AND DISCLAIMER.
A. ADERANT DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS WITH RESPECT TO THE ADERANT SOFTWARE OR DOCUMENTATION (AND ANY COPIES OF THE SAME) PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGES AND AGREES THAT ADERANT SHALL NOT BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN THE ADERANT SOFTWARE OR DOCUMENTATION. WITHOUT LIMITING THE FOREGOING, ADERANT DOES NOT WARRANT THAT THE ADERANT SOFTWARE OR DOCUMENTATION (OR FIRM’S USE THEREOF) WILL BE FREE OF ALL ERRORS OR THE USE THEREOF WILL BE UNINTERRUPTED. ADERANT MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THIRD PARTY SOFTWARE.
B. NEITHER ADERANT NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, RESELLERS OR REPRESENTATIVES SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF SAVINGS, LOSS OF DATA, LOSS OF REVENUES AND/OR PROFITS, OR LOSS OF GOODWILL, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS RESULTING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF ADERANT HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, REGARDLESS IF SUCH DAMAGES ARE BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
6. ASSIGNMENT. You may not assign, sublease, extend or transfer, in whole or in part, this Agreement or any of its rights and duties under this Agreement. Any assignment in violation of this paragraph shall be void and of no effect.
7. ENTIRE AGREEMENT. This Agreement contains the entire agreement between Aderant and the You with respect to the subject matter hereof as of the Commencement Date, and supersedes all prior agreements, negotiations, advertisements, representations of any kind and proposals, written and oral, relating to its subject matter.
8. SEVERABILITY. If any provision of this Agreement, or portion thereof, shall be declared invalid or unenforceable such provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall nevertheless remain in full force and effect.
9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to its principles of conflict of laws. Any dispute shall be litigated in the federal courts located in the State of Florida to whose jurisdiction the parties hereby consent.