Trial Terms and Conditions
TERMS AND CONDITIONS FOR USE OF OCTIV FOR FREE TRIALS, BETA SOFTWARE AND LIMITED TIME OFFERS
1. Acceptance of Terms and Conditions
These Terms and Conditions govern your (“Customer” or “you”) use of a free or limited offer version of the Octiv application (“Service”). By using the Octiv application (“Service”), you (“Customer”) agree to be bound by the following terms and conditions (the “Agreement”). Octiv reserves the right to change the Terms and Conditions at any time without notice, and your continued use of Octiv constitutes your consent to such changes.
If you do not agree to these Terms and Conditions, you should not use the Service or visit or browse the Site. These Terms and Conditions constitute a binding legal agreement between you and Octiv, Inc. (“Octiv,” “we,” “us,” and “our”). Please read them carefully and print a copy for your future reference.
2. Free Trial
Any data you enter into the Services, and any customizations made to the Services by or for You, during the your free trial will be permanently lost unless you purchase a subscription to the same Services as those covered by the trial, purchase applicable upgraded Services, or export such data, before the end of the trial period.
During the free trial the Services are provided “as-is” without any warranty.
Please review the applicable Service’s Documentation during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.
3. Our Responsibilities
3.1 Provision of Purchased Services
We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide applicable Octiv standard support for the Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice as provided in the Documentation), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-Octiv Application, or denial of service attack.
3.2 Protection of Your Data
We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as You expressly permit in writing. Where Your use of the Services includes the processing of personal data shall apply to such processing, and are hereby incorporated by reference.
3.3 Beta Services
From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services or not in your discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, Our reservation of rights and Your obligations concerning the Services, and use of any related Non-Octiv Applications and Content, shall apply equally to Your use of Beta Services. There is no cost to use a beta feature or service, but Octiv reserves the right to present pricing and packaging once the product is generally available. Customers may be given use of the beta tool or service for the duration of their current subscription term. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service. Octiv will be monitoring the use of the tool or service in beta. The customer is accepting this condition if they use beta features or services.
4. Use and Access of the Services
You are hereby granted a non-exclusive, non-transferable, worldwide right to access and use the Octiv services, solely with supported browsers through the Internet for your own internal purposes, subject to these Terms and Conditions. All rights not expressly granted to you are reserved by Octiv.
6. Intellectual Property
You understand that the content, organization, graphics, design, compilation, magnetic translation, digital conversion and other materials related to the Octiv services are the property of Octiv and are protected pursuant to applicable copyright, trademark and other proprietary rights laws.
Octiv shall own all rights, title and interest, including all intellectual property rights, in and to any improvements to the Service or any new programs, upgrades, modifications or enhancements developed by Octiv in connection with rendering the Service to Customer, even when refinements and improvements result from Customer’s request. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in Octiv by virtue of this Agreement or otherwise, Customer hereby transfers and assigns (and, if applicable, shall cause its Affiliates to transfer and assign) to Octiv all rights, title, and interest which Customer or its Affiliates may have into such refinements and improvements.
You agree not to claim any right, including but not limited to any right under patent law and copyright law with respect to correction or modification of the software which Octiv may make using information provided from you.
Octiv is interested in your feedback on use of the Octiv services. Feedback may be provided via an online survey or phone call. You agree to give us this feedback upon request.
8. Term and Termination
8.1 Term of Agreement
This Agreement commences on the date You first accept it and continues for forty-five (45) days. Upon mutual agreement by both parties, the terms of this agreement may remain in effect until a subsequent and superseding agreement is put in place.
A party may terminate this Agreement for cause: (a) from 30 days of the initial agreement; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
8.3 Your Data Portability and Deletion
Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export or download as provided in the Documentation. Octiv will also support exporting of Your Data if requested. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.
9. Entire Agreement and Order of Precedence
This Agreement, including all exhibits and addendums hereto and all Order Forms, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. The language used in this Agreement shall be deemed to be language chosen by both parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to rights granted herein or to any term of condition of this Agreement.