Envase Free Trial Terms
In the event the entity set out in the Registration Form submitted by you and accepted by that entity (Envase) offers you a trial of any software or service (Product) or you register on our website or via a Service Order for a trial of a Product, any such offer or accepted registration i) will include a trial license for the Product which is intended for evaluation purposes, and ii) is offered to you or accepted in accordance with the terms and conditions specified in these Envase Free Trial Terms (Agreement).
PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY. BY CLICKING THE “ACCEPT” BUTTON, YOU (BEING EITHER AN INDIVIDUAL OR AN INDIVIDUAL ON BEHALF OF A SINGLE ENTITY) ACKNOWLEDGE AND AGREE THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING THAT THIS AGREEMENT IS VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS AND CONDITIONS AGAINST YOU. DO NOT PROCEED IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT QUALIFICATION OR MODIFICATION. THIS AGREEMENT IS EFFECTIVE THE EARLIER OF (1) THE DATE YOU FIRST ACCEPT THESE TERMS; AND (2) THE DATE YOU FIRST START TO USE THE PRODUCT (EFFECTIVE DATE).
Envase grants you a non-exclusive, non-transferable, non-sublicensable and non-assignable license to use the Product on a trial basis for a limited period solely in order to test and evaluate the Product for its suitability for your business needs (Permitted Purpose). You agree to procure that any person within your organisation who accesses the Product (irrespective of how it is accessed) does so only for the Permitted Purpose and complies with the terms of this Agreement. Should any usage occur outside of the Permitted Purpose, the license granted under this Agreement will be revoked and access to the Product terminated.
Your access to and use of the Product pursuant to this Agreement shall be subject to:
- payment of reduced rates for the Product, where require by Envase (at its sole discretion) and notified to you in writing.
Ownership of IP
The Product is owned exclusively by Envase (or an affiliate of Envase). It is protected by copyright and other rights, and is provided only under license. This Agreement does not grant or assign to you any other legal or equitable title or right in or to use the Product. For the avoidance of doubt, the Product includes all original programs for both Web and Desktop (as applicable), all whole or partial copies of either, including portions merged into any other programs, and all materials, customisations and enhancements developed by Envase during the trial.
Restrictions and Confidentiality
You must not under any circumstances:
- decompile, disassemble, reverse engineer or modify the Product in any way;
- copy, distribute, republish, transfer, transmit, sell, license, disseminate, assign, make derivative works of, disclose or otherwise make available the Product to any person or third party, other than as expressly permitted in this Agreement; and
- permanently retain the Product in any format.
“Confidential Information” means any and all information disclosed by us to you, or accessed by you, relating to the Product. It does not include information that is in the public domain through no fault of any party, is already known to you as at the date or disclosure or has been made public by Envase. You agree that you: (a) will not use any Confidential Information other than as necessary to use the Product as contemplated by this Agreement; (b) will maintain Confidential Information in strict confidence; and (c) will not disclose the Confidential Information to any other person or entity other than those who need access to such Confidential Information to effect the intent of this Agreement and who are bound by similar written confidentiality obligations as set out in this section.
Data Protection and Privacy
You must comply with all applicable data protection and privacy laws and regulations in your use of the Product. You must not use information included or made available in the Product for (i) any unlawful, harmful or offensive purpose; (ii) as a source for any kind of marketing or promotional activity; or (iii) for the purposes of compiling, confirming or amending any database, directory or mailing list.
Any data that you enter into or onto the Product, and any configuration changes made (with our consent, which may be withheld at our absolute discretion) to the Product for or by you during your trial will be permanently lost unless you:
- purchase a subscription to the relevant Product and we agree (at our complete discretion) that we can transfer the Data entered and configuration changes to the relevant Product subscribed to; or
- export the data entered by you,
before the end of the trial period or termination of this Agreement.
Data entered or configuration changes made during a trial cannot be transferred to any free versions of the relevant software unless the relevant required features are already present in the free versions and we agree to do so at our complete discretion. You agree and acknowledge that outside of the circumstances permitted or contemplated by this section, your data and any configuration changes made to the Product will be permanently deleted upon the end or termination of the trial period.
DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE PRODUCT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ALL TERMS, CONDITIONS, WARRANTIES, UNDERTAKINGS, INDUCEMENTS OR REPRESENTATIONS, INCLUDING ANY WARRANTIES OF MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE RELATING IN ANY WAY TO THE PRODUCT OR TO THIS AGREEMENT ARE EXCLUDED. NO WARRANTY IS PROVIDED THAT THE PRODUCT WILL BE FREE FROM DEFECTS OR VIRUSES, OR THAT OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCES, ENVASE SHALL NOT HAVE ANY LIABILITY TO THE CUSTOMER IN RESPECT OF ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY EITHER THE CUSTOMER OR ANY THIRD PARTY, HOWEVER CAUSED, WHICH MAY BE SUFFERED OR INCURRED OR WHICH MAY ARISE DIRECTLY OR INDIRECTLY IN RESPECT OF THE PRODUCT OR THE FAILURE OR OMISSION ON THE PART OF ENVASE TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF ENVASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ANY WARRANTY THAT MAY BE PROVIDED OR IMPLIED BY ANY APPLICABLE PROVISION OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER COMPARABLE LAW OR STATUE IS EXPRESSLY DISCLAIMED.
Term, Termination and future licensing agreement
This Agreement commences on the Effective Date and continues until the earlier of:
- the end date of the trial period for which you registered to use the Product;
- the start date of any Product subscription ordered by you;
- the date that Envase terminates this Agreement, at its sole discretion, by notice in writing to you; or
- the date that you terminate this Agreement with 30 days’ written notice to Envase.
Following termination in accordance with the above, you may choose:
- (if Envase continues to supply the Product (not on a trial basis)) to continue using the Product, in which case Envase will permit such use provided you agree that is subject to the terms of your existing agreement with Envase; or
- not to continue using the Product, in which case on receipt of notice of termination you must immediately cease using the Product and, on request by Envase, return or destroy any Confidential Information belonging to Envase and all data, materials and information sourced from or related to the Product.
Limitation of Liability
You acknowledge that Envase will provide access to the Product for the Permitted Purpose at no cost to you or at reduced rates.
To the extent permitted by applicable law, you agree that Envase is not liable to you in respect of any indirect, incidental, special or consequential Losses (as defined below), or Losses related to loss of profits, revenue, data or use, incurred by you or any third party, however caused, which may be suffered or incurred or which may arise directly or indirectly as a result of the performance of your obligations under this Agreement or use of the Product, even if Envase has been advised of the possibility of such damages. To the extent permitted by applicable law, in no event shall our maximum aggregate liability exceed USD$100.
To the extent permitted by applicable law, you agree to indemnify Envase against any claim, action, damage, loss, liability specified herein, cost, charge, expense, outgoing or payment (Losses) which Envase may pay, suffer or incur, or be liable for, in respect of, in connection with, or in any way arising out of, the acts or omissions by you or any person within your organisation in relation to a breach of your obligations under this Agreement, except to the extent such Losses are caused by Envase’s negligence.
If any section within this Agreement is found to be illegal or unenforceable, that section (or part thereof) will be severed from this Agreement, and the remainder of the Agreement will be given full force and effect.
A failure to enforce any right or provision of this Agreement will not restrict either party from enforcing that right or provision now or in the future.
This Agreement is the entire agreement of the parties about the subject matter of this Agreement and supersedes all other agreements, representations, negotiations, arrangements, understandings and communications.
This Agreement may be executed in several counterparts (including by way of electronic signature), all of which taken together shall constitute a single agreement between the parties. Each person executing this Agreement on behalf of an entity represents and warrants that he or she is duly authorised and has full authority to execute and deliver this Agreement.
This Agreement shall be governed by the laws of Delaware, USA, and each party submits to the exclusive jurisdiction of the courts in that state.
You agree that all notices sent to you under this Agreement may be sent to the email address you used to sign-up to the Product. Any notice made under this Agreement by you to Envase must be sent to email@example.com
Last Modified: 21 November 2023