Trial Terms and Conditions
PLEASE SCROLL DOWN AND READ CAREFULLY ALL OF THE FOLLOWING TRIAL TERMS OF USE. THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND EXECONLINE, INC. (“EXECONLINE”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR UNPAID, COMPLIMENTARY, AUDIT, BETA AND/OR TRIAL (INDIVIDUALLY OR COLLECTIVELY, “TRIAL” OR “TRIAL OFFERING”) USE OR ACCESS OF ANY EXECONLINE PRODUCT, PRODUCT COMPONENT OR FUNCTIONALITY, PLATFORM, PORTAL OR OTHER OFFERING (INDIVIDUALLY OR COLLECTIVELY, “OFFERING”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR LEGAL ENTITY (“CLIENT”), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TRIAL TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY. BY USING ANY EXECONLINE TRIAL OFFERING, YOU ARE AGREEING TO ALL OF THE TERMS AND CONDTIONS STATED HEREIN. IF YOU DO NOT AGREE TO ANY OR ALL OF THESE TERMS AND CONDITIONS, OR DO NOT HAVE AUTHORITY TO BIND THE CLIENT TO THESE TERMS, DO NOT ACCESS OR USE, AND DO NOT PERMIT OTHERS TO ACCESS OR USE, THE EXECONLINE OFFERING AND TRIAL.
This Agreement is effective as of the earlier of (i) the first time you or any Client employee or agent (“User”) accesses the Offering and (ii) a Client User registration with ExecOnline for a Trial (“Effective Date”).
TRIAL TERM OF USE. The Trial will commence on the Effective Date and is expected to last through a date separately specified to you or Client by ExecOnline, unless terminated earlier than provided for in this Agreement or provided commercially as part of an Offering purchased by you or Client from ExecOnline under a commercial agreement between the parties (“Trial Term”). If and when the particular Trial Offering is made available as part of an ExecOnline commercial Offering to you or the Client, your, Client’s and its Users’ use of the Offering will then be subject to the commercial agreement in place between you or the Client and ExecOnline.
TRIAL OFFERING. For the duration of the Trial Term, Client shall have a global, nonexclusive, non-transferable, non-assignable, royalty-free, revocable, limited right to use the Trial Offering subject to the terms of this Agreement, and solely for Client’s internal business purposes (“Limited Trial License”). You may allow the number of Users ExecOnline has expressly approved to access and use the Offering, and the Client is responsible for any of the Users’ compliance with the terms of this Agreement. Each Trial User will have to register separately to access the Trial Offering and registration and account log-in credentials may only be used by the individual User to which they are assigned. The Limited Trial License shall terminate upon the expiration or termination of this Agreement and/or the Trial Term.
The terms “Trial Offering” and “Trial” each includes anything ExecOnline makes available through your access of the Offering, including any software, programs, technology, content, downloadable elements, user guides, program updates, and other materials that ExecOnline makes available as part of your access and use of the Offering during the Trial. ExecOnline is entitled to use and exploit Client User Feedback (as defined below) on the Offering for any purposes, without compensating or crediting you, Client or Users; provided, however, that ExecOnline shall not, under any circumstances, publicly disclose: (i) any Personal Data (as defined below) of Client Users associated with such Feedback, or (ii) any Client Confidential Information (as defined below). For purposes of this Agreement, “Feedback” means and includes (i) any suggestions, ideas or feedback on or for improving or otherwise modifying the Trial Offering and associated User experience and (ii) any anonymized data derived from usage of the Trial Offering.
ExecOnline reserves the right to make changes or updates to, suspend, or discontinue, the Trial Offering at any time without notice. If ExecOnline changes the name of the particular Trial Offering, use or access of that Offering with a different name is still subject to this Agreement.
NO FEES FOR TRIAL. There are no fees for the Trial Offering.
NO WARRANTIES. Any statement, representation or communication with you or the Client about the Trial Offering does not constitute a term of this Agreement, or an express or implied warranty. The Trial Offering is provided on an “as-is” and “as available” basis. ExecOnline and its third-party licensors do not make, and hereby disclaim, all representations or warranties of any kind, whether express, implied, statutory or otherwise about the Offering, including without limitation, warranties of availability, merchantability, fitness for a particular purpose, accuracy, quality, security, error-free or uninterrupted operation. The Trial Offering is provided as a convenience, and you agree that ExecOnline is not obligated to provide any particular level or kind of technical support, service level, phone support, or updates for the Trial Offering.
AVAILABILITY. ExecOnline does not guarantee that the Trial Offering will be available to you or continued for use unless and until ExecOnline elects to either make it commercially available as a part of an ExecOnline Offering, and/or you purchase such Offering subject to a commercial agreement between the parties.
PROPRIETARY RIGHTS. All right, title and interest in the Offerings, all content, intellectual property therein and all other materials made available during the Offerings (collectively, “ExecOnline Property”) are owned solely by ExecOnline or its third-party licensors, as applicable. ExecOnline and its third-party licensors do not convey to you, Client, or your respective affiliates, employees or agents (“Personnel”) any interest or ownership in the ExecOnline Property or any derivatives, except the Limited Trial License. The ExecOnline Property does not constitute work product or ‘work made for hire,’ and Client, its affiliates and their respective Personnel may not create, distribute, or use derivative products from any ExecOnline Property.
CONFIDENTIAL INFORMATION. The recipient of Confidential Information (as defined below) disclosed under this Agreement will: (i) at all times protect it from unauthorized disclosure with the same degree of care that it uses to protect its own confidential information, and in no event using less than reasonable care; and (ii) not use or disclose it except to the extent necessary to exercise rights or fulfill obligations under this Agreement. These obligations will remain in effect during the Agreement Term and for five (5) years after termination of this Agreement, or for such longer period as required under applicable law. “Confidential Information” means all information that either party discloses to the other party, whether in writing, electronically, orally or otherwise, and whether or not marked, designated or otherwise identified as “Confidential,” and which is of value to the disclosing party, or is not generally known or available to the public or to the disclosing party’s competitors. Confidential Information will not include information that, at the time of disclosure, is: (i) in the public domain; (ii) known through no fault or breach by the receiving party; (iii) independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) rightfully obtained by the receiving party on a non-confidential basis from a third party.
PERSONAL DATA. You, Client and Client Personnel may provide certain personal data to ExecOnline during the Trial Term in the course of ExecOnline’s provision of Trial Offerings (“Personal Data”). ExecOnline will process Personal Data in accordance with (i) all relevant privacy and data regulations, and (ii) ExecOnline’s Privacy Policy. Subject to the foregoing, you and Client consent to ExecOnline’s processing of any such Personal Data solely to the extent necessary for ExecOnline’s performance of its obligations under this Agreement. ExecOnline is providing the Offerings from and in the United States (“U.S.”) and Client Data will be processed and stored in the U.S., irrespective of such data’s origin. ExecOnline obtains no rights, title or interest in or to your or Client Personnel Personal Data or Client Confidential Information (together, “Client Data”) under this Agreement, except for a global, paid-up, non-exclusive and non-transferable license to process Client Data to the extent necessary for ExecOnline’s performance of its obligations under this Agreement during the Trial Term.
TERMINATION. Client may discontinue its access to the Trial Offering at any time by written notice to ExecOnline. ExecOnline may suspend or terminate the Trial Offering or suspend your and Client’s access to the Offering at any time, for any reason without notice and without penalty.