TERMS OF SERVICE
Effective Date : October 1, 2016
READ THIS TERMS OF SERVICE CAREFULLY. BY CLICKING ON THE "I AGREE" BUTTON AND AS OF THE DATE THEREOF ("EFFECTIVE DATE"), YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS TERMS OF SERVICE AGREEMENT CONSISTING OF THIS PARAGRAPH AND THE FOLLOWING TERMS (THE "AGREEMENT") WITH RESPECT TO THIS ONLINE SERVICE, INSTALLABLE SOFTWARE PRODUCTS AND ALL RELATED MATERIALS INCLUDING DOCUMENTATIONS, SOFTWARE, SERVER AGENTS, WEB SITE, FORUMS and ALL CONTENT (COLLECTIVELY THE SERVICE). "YOU" MEANS THE NATURAL PERSON OR THE ENTITY THAT YOU REPRESENT, YOUR EMPLOYEES AND THIRD PARTY CONTRACTORS THAT PROVIDE SERVICES TO YOU ("EVALUATOR") THAT IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF A SEPARATE WRITTEN TRIAL AGREEMENT WITH RESPECT TO THIS SERVICES EXISTS BETWEEN EVALUATOR AND THE MECHSOFT ICT ("MECHSOFT"), THE TERMS OF THAT WRITTEN SERVICE AGREEMENT (EXCLUDING ANY PRE-PRINTED OR OTHERWISE CONFLICTING TERMS OF ANY SIMILAR DOCUMENT WHICH SHALL HAVE NO EFFECT AND WILL NOT BE CONSIDERED AGREED TO BY THE MECHSOFT) SHALL TAKE PRECEDENCE OVER THIS AGREEMENT AND YOU ACKNOWLEDGE THAT EVALUATOR IS BOUND BY THE TERMS OF THAT WRITTEN TRIAL AGREEMENT.
PROVISION OF THE SERVICE IS CONDITIONED ON, AND YOUR INSTALLATION OR USE OF THIS SERVICE SHALL CONSTITUTE, YOUR ASSENT TO THE TERMS OF THIS AGREEMENT. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO THE FOREGOING, PLEASE DO NOT SIGNUP FOR SUCH SERVICE OR CLICK CANCEL BUTTON AND THE DOWNLOAD OR INSTALLATION PROCESS (AS APPROPRIATE) WILL NOT CONTINUE. IF YOU CONTINUE WITH SIGN UP OR DOWNLOAD PROCESS, YOU ARE REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND EVALUATOR.
TRIAL LICENSE AGREEMENT TERMS AND CONDITIONS
"Product" means proprietary software belonging to MECHSOFT, including any updates, modifications or bug fixes, and associated documentation that are provided by MECHSOFT to Evaluator hereunder, described as: M-CLIENT SOFTWARE.
"Service" means Software as a Service ("SAAS") based M-Client platform hosted by MECHSOFT and includes all related documentations, software, server agents, web site, forums and all content that are provided by MECHSOFT to Evaluator hereunder, described as: M-CLIENT SERVICE.
In the agreement, these terms are identical in terms of the agreement content and used interchangably.
2. Evaluation License, Restrictions, and Ownership
2.1 License Grant and Restrictions.
Subject to the terms and conditions of this Agreement, MECHSOFT grants Evaluator a limited, nonexclusive, without rights to sublicense, non-transferable license to use and evaluate the Product/Service solely for its internal testing and evaluation purposes and solely in accordance with the associated documentation. Evaluator will not (and will not allow any third party to):
reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent that applicable law prohibits reverse engineering restrictions),
provide, lease, lend, license, sublicense, sell, use for timesharing or service bureau purposes or otherwise use or allow others to use the Product for the benefit of any third party,
use the Product, or allow the transfer, transmission, export, or re-export of the Product or any portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency,
copy, modify or create derivative works of the Product,
remove or alter any copyright, trademark, or other proprietary notice from the Product or any portion thereof; or
except for internal business purposes, publish any benchmarking or comparative testing without the written consent from MECHSOFT first obtained.
Any rights not expressly granted herein are reserved and retained by MECHSOFT.
Evaluator acknowledges and agrees that MECHSOFT owns all right, title and interest in the Product and all intellectual property rights related thereto. Evaluator may not make any filings or registrations in any jurisdiction with respect to any trademark, domain name, or other designation relevant to the subject matter of this Agreement. If Evaluator proposes or makes any modifications, corrections or enhancements to the Product during the evaluation period, Evaluator hereby assigns to MECHSOFT all right, title and interest thereto, without further compensation.
Evaluator acknowledges that, in the course of using the Product and performing under this Agreement, Evaluator may obtain or learn business, technical, and financial information relating to the Product and MECHSOFT ("Proprietary Information"), and that all such information is confidential and proprietary to MECHSOFT. Such Proprietary Information includes, but is not limited to, the existence of the Product, its features and modes of operation (including any benchmarking results), the terms of this Agreement, and any other material marked as MECHSOFT confidential or proprietary.
During and after the term of this Agreement, Evaluator shall hold in confidence and protect, and shall not use (other than to internally evaluate and test the Product) and shall not disclose any Proprietary Information, unless such Proprietary Information becomes part of the public domain without any breach of this Agreement by Evaluator, its officers, directors, employees or agents.
4. Term and Termination.
Either party may terminate this Agreement for any reason immediately by written notice to the other party. This Agreement shall terminate fifteen (15) days after the Effective Date unless extended by MECHSOFT by issuing to Evaluator an additional license or similar key(s).
Within seven (7) days following any termination or expiration of this Agreement, Evaluator shall destroy the Product and all copies (unless Evaluator and MECHSOFT have entered into a license agreement for the Product prior to any expiration), and Evaluator shall return to MECHSOFT all Proprietary Information in its possession, custody or control. Sections 2 through 9 shall survive any termination or expiration of this Agreement.
For the online SAAS services, MECHSOFT may discontinue or modify the provided services. MECHSOFT can update exisiting service features. MECHSOFT may stop, suspend, or modify the provided online Services at any time without prior notice to EVALUATOR.
5. No Warranty.
THE SOFTWARE AND ALL SERVICES ARE PROVIDED "AS IS" AND MECHSOFT MAKES NO WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, MECHSOFT DOES NOT WARRANT RESULTS OF USE OR THAT THE PRODUCT OR PRODUCT COMPONENTS ARE ERROR FREE OR THAT THEIR USE WILL BE UNINTERRUPTED.
5.1 No Maintenance and Support
MECHSOFT shall have no support or maintenance obligations with respect to the Product hereunder. Evaluator agrees that it is solely responsible for its use and evaluation of the Software and Services.
6. Limitation of Liability.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, MECHSOFT SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY
FOR ANY AMOUNTS IN EXCESS OF ZERO DOLLAR ($0);
FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS;
FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES;
FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA OR LOSS OF REVENUE; OR
FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
7. Data Collection.
MECHSOFT represents and warrants that it shall not configure the Software to collect any personally identifiable information or payment card information without EVALUATOR prior written consent.
8. Free Trials
You may use MECHSOFT M-Client MAC OSX Client for M-Files with provided promotions or free trial periods until expiration dates of these free trials and promotions. After such trial period, trying to continue to use these services are prohibited unless you pay the applicable license fees.
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Evaluator represents and warrants that neither this Agreement nor the performance of or exercise of rights hereunder is restricted by, in conflict with, requires registration or approval, affects MECHSOFT's proprietary rights under, or will require any payment, indemnification or compulsory licensing under, any law or regulation within any jurisdiction in which Evaluator is located or uses or will use any Product(s) pursuant to this Agreement.
This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the City Of Ankara, Turkey, without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods.
Any disputes arising from the Agreement will be governed by the laws of the City of Ankara, Turkey and settled by Ankara Courts and law enforcement offices, using the Turkish language by one or more commercial arbitrator(s) with substantial experience in the software industry and in resolving complex commercial contract disputes.
This Agreement may not be modified without the prior written consent of both parties.
10. Contact information.
Cevizlidere M 1243.Sok No 2-14
Cankaya, ANKARA 06520 TURKEY