CA, Inc., One CA Plaza, Islandia, New York 11749, Tel: 800 225 5224 (“CA”)
THIS TRIAL AGREEMENT (“TRIAL AGREEMENT”) GOVERNS COMPANY’S LICENSE AND EVALUATION OF THE CA PRODUCT.
BY ACCEPTING THIS TRIAL AGREEMENT BY CLICKING THE BOX INDICATING ACCEPTANCE, COMPANY AGREES TO BE BOUND BY ITS TERMS. BY ENTERING INTO THIS TRIAL AGREEMENT ON BEHALF OF COMPANY, YOU REPRESENT AND WARRANT YOU HAVE THE AUTHORITY TO DO SO. IF YOU DO NOT HAVE AUTHORITY OR IF YOU DO NOT ACCEPT THE TERMS OF THIS TRIAL AGREEMENT YOU MUST NOT DOWNLOAD, INSTALL OR USE THE CA PRODUCT.
IF COMPANY HAS A WRITTEN LICENSE AGREEMENT WITH CA GOVERNING ITS EVALUATION OF THE CA PRODUCT (“EXISTING AGREEMENT”), THE TERMS OF THE EXISTING AGREEMENT SHALL GOVERN AND SUPERCEDE THIS TRIAL AGREEMENT.
Definitions. “Company” means the licensee identified in the Transaction Document. “Product” means the CA product that is being made available to Company as set forth in the Transaction Document. “Quantity/Use Limit” means the quantity and usage limitation information specified in the Transaction Document. “Transaction Document” means the online CA order form presented to Company with this Trial Agreement or such other ordering document mutually agreed to by Company and CA. “Trial Period” means the period during which the Product is licensed as set forth in the Transaction Document, and as may be extended by CA. If no Trial Period is specified, the initial Trial Period shall be thirty (30) days.
CA hereby grants Company a license to use the Product(s) during the Trial Period together with any hardware supplied by CA (if any) for evaluation purposes only at the Company's address (or an end user address) set forth in the Transaction Document in accordance with the authorized Quantity/Use Limit. Products may not be used in a live production environment (except for CA APM Product family, CA NetQoS Product family, and CA DLP Network Boundary Appliance software and/or hardware or as otherwise agreed to by CA in the Transaction Document) or used for development or any other commercial purposes. This Trial Agreement shall not be construed as a grant by CA of any other license or rights relating to the Products and is not intended to replace any standard CA license agreement for production use. Title and ownership to the Products will at all times remain with CA and Company acknowledges that each Product constitutes confidential and proprietary property of CA.
Company shall, within seven (7) days after the Trial Period, either return to CA or destroy the Products and all its accompanying materials and certify to CA, in writing, that: all copies or partial copies thereof have been deleted from every computer library and storage device under Company's control; are no longer in use by or on behalf of Company; and have been either returned to CA or destroyed. Where hardware was supplied by CA with the Products, the Company shall return the hardware to CA, or CA’s designated supplier, and not destroy it.
Company shall keep strictly confidential all materials and information provided by CA. Company may not copy or disclose any CA intellectual property to any third party or use the same for any purpose other than the evaluation of the Products.
Company shall not (a) copy, in whole or in part, the Products, (b) modify, reverse compile, reverse engineer, reverse assemble, benchmark or perform competitive analysis on all or any portion of the Products except solely to the extent permitted under applicable law without the possibility of contractual waiver, (c) except as specified in a Transaction Document, distribute, disclose, market, rent, lease, assign, sublicense or transfer the Products to third parties. Customer acknowledges that the Product is subject to control under U.S. law, including the Export Administration Regulations (15 CFR 730-774) and agrees to comply with all applicable import and export laws and regulations and further agrees that the Product will not be exported, re-exported or transferred in violation of U.S. law or used for any purpose connected with chemical, biological or nuclear weapons or missile applications, or (d) transfer the Products to a different computer, location or site without the prior written consent of CA. This agreement may not be assigned or transferred to any third party either directly or by operation of law without CA’s prior written consent.
Company agrees to provide records reasonably requested by CA including certified copies of statements or records sufficient to provide auditable verification of Company’s compliance with the terms of this Agreement. CA, or an independent third party engaged by CA and bound by a non-disclosure agreement, shall have the right, on reasonable notice to Company, to conduct an audit remotely or onsite at Company and/or its affiliates’ facilities to verify Company’s compliance with the terms of the Agreement.
COMPANY AGREES THAT CA MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS AND THAT IN NO EVENT WILL CA BE LIABLE TO COMPANY OR TO ANY OTHER PARTY FOR ANY DAMAGES, LOSS OR LIABILITY, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGE, LOSS OR LIABILITY, TIME, MONEY OR GOODWILL WHICH MAY ARISE DIRECTLY OR INDIRECTLY FROM OR RELATED TO COMPANY'S OR ANY OTHER PERSON’S USE OF THE PRODUCTS WHETHER IN CONTRACT, TORT, FOR BREACH OF STATUTORY DUTY OR OTHERWISE TO THE EXTENT PERMITTED BY LAW. ALL MATERIALS PROVIDED BY CA HEREUNDER ARE “AS IS” AND WITHOUT WARRANTY OF ANY NATURE.
This Trial Agreement shall be governed and construed in accordance with the laws of the State of New York.