Agreement for Acquia Cloud Evaluation
- 1. ACCEPTANCE OF TERMS
- 2. THE SERVICES
- 3. YOUR OBLIGATIONS
- 4. YOUR RIGHTS IN YOUR WEBSITE CONTENT
- 5. UNAUTHORIZED ACCESS TO YOUR DATA OR USE OF THE SERVICES
- 6. TERMINATION
- 7. CONFIDENTIAL INFORMATION.
- 8. INDEMNIFICATION
- 9. LIMITATION OF LIABILITY
- 10. EXPORT
- 11. DEFINITIONS
- 12. GENERAL
After you check the box agreeing to these Terms, we will provide you with access to Acquia Cloud Evaluation, which is our hosting environment for evaluation purposes without charge (“Acquia Cloud Evaluation” or the “Services”) for the limited amount of time set forth in your invitation. If no time is specified, then your period for evaluation hereunder shall be thirty (30) days, after which you shall have no right to use the Services. The Services have limited availability and are being provided ‘AS IS’ without any warranties of any kind. We provide no assistance with migrating data onto Acquia Cloud Evaluation. You will not receive any object code or source code relating to the Services. Subject to the limited rights expressly granted to you, Acquia reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to you in the Services.
Acquia Cloud Evaluation is not to be used for production sites and shall be limited to the hardware provided to you in your invitation. Acquia Cloud Evaluation is designed as a development environment and such environment should only be used for low impact testing and development activities. Should your use of the shared development environment adversely impact server performance or should you regularly consume what we consider to be excessive shared server capacity (cpu, memory, disk, PHP processes), your access to Acquia Cloud Evaluation may be terminated.
We will not back up any data as part of the Services or provide any support to you while using this Acquia Cloud Evaluation.
We disclaim all warranties of every kind, whether express or implied, including, but not limited to implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not promise that (i) the use of the Services will be uninterrupted, error-free or completely secure, or (ii) the Services will meet your requirements or expectations.
You must provide us with accurate information, including, but not limited to, account permissions, billing, and other account information, if applicable.
You acknowledge that the Services are for demonstration purposes only and must not be used for production purposes. You shall not permit or assist others to access or use the Services for any purpose other than to run the Services for internal demonstration purposes. You have no right to copy or distribute the Services. You may not use the Services to provide services to any third party or resell the Services.
You must use reasonable security precautions in connection with your use of the Services. For the Services, this includes encrypting any PII transmitted to or from the Services.
You may not, directly or indirectly, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Services; (iv) use the Services for timesharing or service bureau purposes; (v) modify, remove or obscure any copyright, trademark or other proprietary rights notices from the Services; (vi) publish or disclose to third parties any evaluation of the Services without Acquia’s prior written consent; (vii) use the Services in order to build a competitive product or service; or (viii) copy any features, functions or graphics of the Services.
You may not register for the Services using email addresses from throw-away email address providers such as mailinator.com, 10minuteemail.com, guerillamail.com, yotmail.com, tempinbo.com and instantemail.com. You agree to comply with all applicable laws, rules and regulations including the CAN-SPAM Act.
You represent to us that you have all necessary rights in your Content to permit you to use the Services without infringing the rights of any copyright owners, violating any applicable laws or violating the terms of any license or agreement to which you are bound. You retain ownership of all right, title and interest in and to all your Content. You give us permission to host your website and give us the right to access, retain, use and disclose your Content solely for the purpose of providing Services. This permission exists only for as long as you continue to use our hosting Service. We respect the intellectual property rights of others and expect you to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (the “DMCA”) and our response to such notices may include removing or disabling access to any allegedly infringing Content, suspending your access to the Services, and terminating access to the Services if we do not receive a satisfactory response from you following receipt of an infringement notice.
We are not responsible to you or any third party for unauthorized access to your data or the unauthorized use of the Services. You are responsible for the use of the Services by any employee of yours, any person you authorize to use the Services, any person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you.
We may terminate this Agreement at any time in our sole discretion. We will provide advance written notice in the event we do so either by posting a notice on our website or contacting you directly.
Each of us agrees not to use the other’s Confidential Information except as required by law or in response to a subpoena or other legal process; provided that each of us agrees to give the other seven (7) days advance notice (where legally permitted) prior to disclosing Confidential Information. We may use your registration information to contact you for marketing purposes.
You agree to indemnify and hold us and our subsidiaries, affiliates, officers, directors, agents, partners and employees harmless from any claim or demand (including reasonable attorneys’ fees, and any damages award, fine or other amount imposed on us) made by any third party due to or arising out of your Content, inappropriate use of the Services, violation of these Terms, your gross negligence or willful misconduct or violation of law or violation of any rights of another. Your obligations under this subsection include claims arising out of the acts or omissions of your employees and agents, any other person to whom you have given access to the Services, and any person who gains access to the Services as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you. If you resell the Services, the grounds for indemnification stated above also include any claim brought by your customers or end users arising out of your resale of the Services. We will choose legal counsel to defend the claim, provided that these decisions must be reasonable and must be promptly communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defense of the claim. You must pay expenses due under this Section as we incur them.
We are not be liable to you for special, indirect, incidental, consequential, punitive, exemplary or other similar damages, including, without limitation, loss revenue or profits, in any way arising out of or related to the use of the Services even if we have been advised of the possibility of such damages. We are not liable to you for any lost data. Our maximum aggregate liability for all claims by you relating to your use of the Services is limited to Twenty-Five Dollars ($25.00).
You represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom Acquia is legally prohibited to provide the Services. You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. You acknowledge that the Services may be subject to the U.S. export control and sanctions laws (including the Export Administration Regulations (“Export Controls”) and that you will comply with all applicable Export Controls.
"Confidential Information" means all information disclosed by one of us to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential including: (i) for you, all information transmitted to or from, or stored on, our hosting platform, (ii) for Acquia, unpublished prices and other terms of service, audit and security reports, product development plans, data center designs (including non-graphic information you may observe on a tour of a data center), and other proprietary information or technology, and (iii) for both of us, information that is marked or otherwise conspicuously designated as confidential. Information that is independently developed by one of us, without reference to the other's Confidential Information, or that becomes available to one of us other than through violation of the Agreement or applicable law, shall not be "Confidential Information" of the other party. "PII" means: (i) a combination of any information that identifies an individual with that individual's sensitive and non-public financial, health or other data or attribute, such as a combination of the individual's name, address, or phone number with the individual's social security number or other government issued number, financial account number, date of birth, address, biometric data, mother's maiden name, or other personally identifiable information; (ii) any "non-public personal information" as that term is defined in the Gramm-Leach-Bliley Act found at 15 USC Subchapter 1, § 6809(4), and (iii) "protected health information" as defined in the Health Insurance Portability and Accountability Act found at 45 CFR §160.103.
You may not assign this Agreement to another party. This Agreement is governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. In the event of any dispute or claim arising out of this Agreement cannot be resolved within thirty (30) days, either party may make a written demand for one day mediation. If the dispute is not resolved by mediation, the dispute shall be settled by binding arbitration conducted in accordance with the JAMS procedures pursuant to its Streamlined Arbitration Rules and Procedure, by a single arbitrator, in Boston, Massachusetts. The arbitrator shall be selected as provided in the Streamlined Arbitration Rules and Procedure. The arbitrator may not award non-monetary or equitable relief of any sort. No discovery shall be permitted in connection with the arbitration unless it is expressly authorized by the arbitrator upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential and will not be disclosed by either party except as necessary to comply with legal or regulatory requirements. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. Each party shall bear its own costs of the arbitration. The fees and expenses of the mediator and the arbitrator shall be shared equally by the parties. If any part of these Terms are found to be invalid or unenforceable that part will be enforced to the maximum extent permitted by law and the remainder of these Terms will remain in full force. Nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the our Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. More than one person’s claims nay not be consolidated under any circumstances in any form of any class or representative proceeding or otherwise.
If any part of the Agreement is found unenforceable by a court, the rest of the Agreement will nonetheless continue in effect, and the unenforceable part shall be reformed to the extent possible to make it enforceable but still consistent with the business and financial objectives of the parties underlying the Agreement. Each of us may enforce each of our respective rights under the Agreement even if we have waived the right or failed to enforce the same or other rights in the past. The relationship between us is that of independent contractors and not business partners. Neither of us is the agent for the other, and neither of us has the right to bind the other on any agreement with a third party.
This Agreement is the only agreement between you and Acquia regarding Acquia Cloud Evaluation.
2015 Acquia Inc.