Trial License Agreement
By participating in this trial (“Trial”) you agree to be bound by the terms of this Trial Agreement (“Agreement”). The Agreement is made by and between Lithe IT Limited (“Lithe”), whose registered office is at Spaces, 1 West Regent Street, Glasgow, Scotland, G2 1RW, and you (“Customer”). Lithe and Customer are individually a “Party” and, collectively, the “Parties”.
Lithe distributes various software products and Customer wishes to evaluate one or more of these software products. For the establishment of the rights and duties of the Parties regarding the Trial of such software products the Parties agree as follows:
- The software products Customer wishes to evaluate, and any corresponding license or activation keys and software documentation, are hereinafter collectively referred to as the “Software”.
- This Agreement comes into force as of the date when the Customer is issued with login credentials for the Software (the “Effective Date”).
- For the term of this Agreement, Lithe grants Customer the non-exclusive, temporary, non-transferable, non-sublicensable and limited right to use the Software for internal Trial purposes only and subject to the limitations set out in the Agreement (the “Trial License”). The Trial License does not allow Customer to use the Software for other purposes, for example but not limited to the use in a production environment to process daily workloads or other ways of productive use. Such or any other use is prohibited unless granted in a separate and mutually agreed contract.
- Customer does not acquire any rights in the Software, except the limited right to use the Software as described above.
- Lithe Title and Intellectual Property: (A) Title to and ownership of the Software and all of its parts and all documentation related to the software, or any modifications, translations or derivatives thereof, (even if unauthorised) and all applicable rights and patents, copyrights and trade secrets in the Software shall remain exclusively with Lithe. Software provided hereunder is valuable, proprietary and unique and the Customer agrees to be bound by and observe the proprietary nature thereof as provided herein. (B) The Customer agrees to take diligent action to fulfil its obligations hereunder by instruction or agreement with its employees or agents (whose confidentiality obligation shall survive termination of employment or agency) who are permitted access to the Software. Access shall only be given on a need to know basis. The Customer acknowledges that unauthorised reproduction, use or disclosure of the Software or any part thereof is likely to cause irreparable injury to Lithe and/or its licensors who shall therefore be entitled to injunctive relief to enforce these license restrictions, in addition to any other remedies available at law, in equity or under this Agreement. The Customer shall promptly notify Lithe of any actual or suspected unauthorised use of its Software or disclosure of Lithe’s proprietary or trade secret information of which it becomes aware, and shall provide reasonable assistance to Lithe in the investigation and prosecution of any such unauthorised use or disclosure. (C) Customer is prohibited from and may not: (i) distribute, copy, modify, alter, reverse engineer, decompile, translate, disassemble the whole or any part of the Software or its documentation or create a source code equivalent of the Software or allow others to do so, except to the extent such restrictions are prohibited by law; (ii) use the Software to provide software application services or to otherwise rent, lease or loan the Software to another party; (iii) use the run-time versions of any third party material embedded in the Software, on a stand-alone basis, or for any use other than the intended use of the Software; (iv) sublicense or transfer possession of any copy of the Software to another party; (v) allow any unlicensed third party to access or use the Software; (vi) use any Software as an add-in product to any third party product without the prior written consent of Lithe, except to the extent that the foregoing restriction is expressly provided by applicable law; (vii) transfer or assign any rights under this Agreement, including an assignment by operation of law; (viii) use the Software in any way not expressly provided for in this Agreement.
- Customer agrees that Lithe may audit Customer’s usage of the Software.
- “Confidential Information” shall mean all information, whether written or oral and in any form (including without limitation financial information, costs and pricing, intellectual property, trading relationships, business records, documents, plans, specifications, manuals, product documentation, product help files, reports, designs, drawings, plans, flowcharts, program listings, test data and results, data file printouts, magnetic disks and tapes), that either party may wish to disclose to the other and which is either itself marked with the word “Confidential” or other appropriate legend or accompanied by a document so marked, or in the case of oral information, is identified at the time of disclosure as Confidential and is or a memorandum of which is put in writing marked with the word “Confidential” or other appropriate legend within 30 days of disclosure and communicated to the receiving party within such period. All Confidential Information furnished by Lithe to the Customer shall be held in strict confidence by the Customer and shall not be disclosed to any third party by the Customer.
- Software is provided “AS IS”, and all representations and warranties, express or implied, including fitness for a particular purpose, merchantability, and non-infringement, are hereby disclaimed. The Customer shall not submit or enter into the Software any confidential or personal information and will not use the Software for purpose of processing any such information. The entire risk arising out of the use or performance of the Software remains with Customer. In no event shall Lithe be liable for any damage whatsoever arising out of the use of or inability to use the Software, even if Lithe has been advised of the possibility of such damages.
- The Trial License shall be limited in time for 14 days from the Effective Date (the “Trial Period”) and expire automatically thereafter unless extended by mutual written agreement.
- Upon expiration of the Trial Period, Customer may no longer use the Software.
- Lithe reserves the right at its sole discretion to terminate the Trial at any time by giving written notice to Customer. Lithe also reserves the right to modify the Trial and/or these Terms and Conditions at any time without prior notice and without liability.
- Lithe is not obliged to support Customer in evaluating the Software, to provide other services or to further license the Software to Customer.
- If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- This Agreement shall be subject to the laws applicable in the country in which Lithe has its registered office and shall be established in accordance with the provisions of such laws. Any dispute or claim arising out of or in connection with this Agreement shall be settled by a single arbitrator at the registered office of Lithe in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC).
- All terms of this Agreement will expire with the expiration of the Trial Period, with the exception that the “Lithe Title and Intellectual Property” and “Confidentiality Information” terms above shall remain in force in perpetuity.