By downloading or using the trial software provided pursuant to this agreement (the “Sitecore Software”), you are agreeing to the terms below, any terms set forth in the registration documents you complete to get access to the Sitecore Software, and any restrictions provided with your license key file (collectively, “Terms”). You agree to comply with the Terms and the Terms govern your relationship with us, so please read them carefully. The Sitecore Software is provided by Sitecore USA, Inc. (“Sitecore”, “we”, “our”, or “us”).
Permitted Access. You may not use the Sitecore Software and may not accept the Terms if you are not of legal age to form a binding contract with Sitecore. If you are using the Sitecore Software on behalf of any entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to “you” in the Terms refer to that entity).
License to Use. Subject to your compliance with the Terms, Sitecore grants you a limited, non-exclusive, non-transferable, non-sublicensable license to copy and use the Sitecore Software and related documentation during the evaluation term designated in your registration form (the “Term”) solely for internal evaluation and testing (the “Purpose”).
Term; Termination. Your license to use the Sitecore Software will expire at the end of the Term. Sitecore may terminate your license and these Terms at any time by providing you written notice. Upon expiration or termination for any reason, the license granted herein will also terminate, and you shall immediately cease all use of the Sitecore Software and delete all copies thereof in your possession or control. Upon our request, you will certify that your use has ceased and that the Sitecore Software has been erased, destroyed or otherwise made inoperable by any user in the future. Upon any termination of the Terms those provisions that by their nature are intended to continue indefinitely will continue to apply.
Prohibitions. You must not use the Sitecore Software or any related documentation for anything other than the Purpose. You must not permit the Sitecore Software or any related documentation to be used or disclosed to any person other than you, your employees, and any third party contractors you have retained to assist you with evaluation who have entered into appropriate written confidentiality agreements with you to protect the proprietary and confidential nature of the Sitecore Software in accordance with these Terms. You will make no effort to reverse engineer, decompile, disassemble or create derivative works of the Sitecore Software. You must not rent, lease, distribute, sell, assign, license or otherwise transfer the Sitecore Software. You must retain our copyright and other proprietary notices on any copy you make of the Sitecore Software or the related documentation. You will not use the Sitecore Software to develop or enhance any of your own software, products or documentation. You will not share the results of your evaluation of the Sitecore Software with any third party without our written consent.
Feedback. If you provide comments, suggestions or other feedback related to the Sitecore Software or any related documentation, then we may use such feedback without any obligation to you.
Confidentiality. Our communications with you throughout your evaluation of the Sitecore Software may contain confidential information. Sitecore confidential information includes any materials, communications or information that are marked confidential or that would normally be considered confidential under the circumstances of their disclosure. The Sitecore Software and the license key provided to you are confidential. If you receive any such Sitecore confidential information, then you will not disclose it to any third party without our written consent.
Export Restrictions. Sitecore Software is controlled by the United States Export Administration Regulations. You agree and certify to Sitecore that you are (i) not a national of any nation on the Bureau of Industry and Security’s sanctioned destination list, (ii) not a person on the Bureau of Industry and Security’s Denied Persons List, and (iii) not on the Specially Designated Nationals and Blocked Persons List issued by the Office of Foreign Assets Controls.
WARRANTY DISCLAIMER. THE SITECORE SOFTWARE IS PROVIDED AS IS, AND WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITECORE SOFTWARE OR ANY RELATED DOCUMENTATION, INCLUDING WITHOUT LIMITATION PERFORMANCE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, SITECORE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF, KNOW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
General Legal Terms. We each agree to contract in the English language. The Terms do not create any third party beneficiary rights or any agency, partnership or joint venture. Nothing in the Terms will limit our ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms and we do not take action right away, this does not mean that we are giving up any of our rights and does not limit us from taking action in the future. If it turns out that a particular provision in the Terms is not enforceable, it will not affect any other provisions in the Terms. The Terms are the entire agreement between you and Sitecore relating to this subject matter and supersede any prior or contemporaneous agreements on the subject. Any amendment to these terms must be agreed to in writing by Sitecore.
Governing Law. Except as set forth below, (i) the laws of the State of California, USA, excluding California’s conflict of laws rules, will apply to any disputes arising out of or related to the Terms, and (ii) ALL CLAIMS ARISING OUT OF OR RELATED TO THE TERMS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA, USA, AND YOU AND SITECORE CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
- If you are accepting the Terms on behalf of a US federal government entity, then the following applies instead of the paragraph above: the laws of the United States of America, excluding it conflict of laws rules, will apply to any disputes arising out of or related to the Terms. Solely to the extent permitted by Unites States Federal law, (i) the laws of the State of California, USA, excluding California’s conflict of laws rules, will apply in the absence of applicable federal law, and (ii) FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE TERMS, THE PARTIES CONSENT TO PERSONAL JURSDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA.
- If you are accepting the Terms on behalf of a United States city, county or state government entity, then the following applies instead of the paragraph above: we agree to remain silent regarding governing law or venue.