Trial Services Agreement

1.1
This Agreement and its terms and conditions (including attached Exhibit A) apply when you register for any trial of our services (“Trial Services”). You accept this Agreement (to the exclusion of all other terms and conditions) either by clicking a box indicating your acceptance, by executing an order form that incorporates this Agreement, or by proceeding to use the Trial Services to which this Agreement relates.

1.2
In the event of any conflict between the terms of this Agreement and Exhibit A, Exhibit A shall prevail.

1.3
This Agreement shall be between You, individually if so indicated or on behalf of, your Employer, Customer, Agency, Entity, Partner or other Related Party as indicated by You in the information requested to enter into the Trial Services (“You”) and DigEplan North America, (“DigEplan NA”).

1.4
When You register for any Trial Services, we will make those Trial Services available to You on a limited trial basis strictly to enable you to evaluate the suitability of the Trial Services for Your own internal business use as an DigEplan NA end customer, free of charge until the earlier of (a) the end of the applicable free trial period; or (b) the commencement date of the DigEplan Navigate or upgraded DigEplan services ordered by you replacing the Trial Services.

1.5
Any data You (including Your agents, employees and others acting on Your behalf) enter into the Trial Services or the subscription for the Trial Services will each be permanently lost unless you subscribe for DigEplan Navigate service or upgraded DigEplan services;

1.6
To the extent that any confidential information is disclosed, each party shall treat the other’s confidential information as confidential and will not at any time copy, use, or disclose to any person or entity the other’s confidential information, except as permitted by this Agreement or as otherwise authorized by the other party in writing, except that either party may disclose the other’s confidential information: (i) to that party’s employees, contractors, officers, representatives, advisers, or affiliates (as applicable) who need to know such information for the purposes of carrying out a party’s obligations under this Agreement. Each party will ensure that its respective employees, contractors, officers, representatives, advisers, and Affiliates to whom the Information is disclosed comply with this section 1.6; and (ii) as may be required by law, court order or any governmental or regulatory authority. For the purposes of this Agreement “confidential information” includes without limitation (i) information belonging to a party that the other party ought reasonably to consider as confidential (whether or not marked or described as such); (ii) data entered into the Trial Service by you; (iii) details of the Trial Service and how it operates.

1.7
Subject to the limited right to use the Trial Service during Your free trial period for evaluation purposes as expressly granted under this Agreement, we and our licensors reserve all of right, title, and interest in and to the Trial Services, including all related intellectual property rights. No rights are granted to You other than as expressly set out in this Agreement.

1.8
ALL TRIAL SERVICES ARE PROVIDED “AS-IS” AND NO REPRESENTATIONS, CONDITIONS, WARRANTIES, OR OTHER TERMS OF ANY KIND ARE GIVEN IN CONNECTION WITH THE TRIAL SERVICES, AND ALL STATUTORY WARRANTIES AND CONDITIONS, BOTH EXPRESS AND IMPLIED, ARE EXCLUDED TO THE FULLEST EXTENT POSSIBLE.

1.9
IN CONSIDERATION OF THIS TRIAL, DigEplan NA SHALL HAVE NO LIABILITY OF ANY KIND TO YOU, ANY PARTY RELATED TO YOU OR ANY PARTY CLAIMING THROUGH YOU UNDER ANY CIRCUMSTANCES WHATSOEVER RELATING TO THE TRIAL SERVICE. IN PARTICULAR, DigEplan NA SHALL HAVE NO LIABILITY IN ANY CIRCUMSTANCES WHATEVER FOR ANY LOSS OR CORRUPTION OF CUSTOMER DATA IN CONNECTION WITH THE TRIAL SERVICE, AND YOU AGREE THAT YOU HAVE SOLE RESPONSIBILITY FOR PROTECTING SUCH DATA.

1.10
Either party may end your access to the Trial Service during the free trial period by notifying the other at any time prior to its expiration.

1.11
Additional trial terms and conditions may apply to particular Trial Services, and these are incorporated into this Agreement. We will notify you of such terms and conditions prior to commencement of the particular Trial Services.

1.12
Your registration information will be disclosed to DigEplan North America, (“DigEplan NA”) and this information will be used by DigEplan pursuant to its privacy policy available at: https://digeplan.com/privacy-policy/

1.13
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non contractual disputes or claims) will be governed by and construed in accordance with the laws of the State of California and controlling federal laws. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of the California over any claim or matter arising out of or in connection with this Agreement or the legal relationships established by it.

EXHIBIT A

The following terms and conditions also apply to the Trial Services.

“Platform” means the online, platform service provided by Your government technology platform (e.g. Accela, Cityworks, Infor, etc.)

“DigEplan NA” If you are domiciled in North, Central, or South America, Canada, or the Caribbean, DigEplan, located at 4600 140^th Avenue N Suite 180, Clearwater, FL 33762.

“DigEplan Service” means the online, web-based service generally made available to the public through and/or other designated websites, including associated offline components but excluding Third-Party Applications. For purposes of this Agreement, the DigEplan Service does not include the user’s government technology Platform.

“Users” means Your employees, representatives, consultants, contractors, agents, and third parties with whom You conduct business who are authorized to use the Platform subject to the terms of this Agreement.

“You” and “Your” means the customer entity which has contracted to try DigEplan through the Trial Services subject to the conditions of this Agreement.

“Customer Data” means all electronic data or information submitted by You as and to the extent it resides in the Platform or DigEplan Service.

1.               Use of Platform.

a) Each Trial Service subscription shall entitle one (1) User to use the Trial Services, subject to the terms of this Agreement. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Trial Services). For clarity, Your subscription to use the Trial Service does not include a subscription to use the DigEplan Navigate Service, other DigEplan services, or to use the Trial Services in connection with applications other than DigEplan. If You wish to use the DigEplan Service or any of its functionalities or services other than those included in the Trial Services, or to create or use additional custom objects beyond those which appear in the Trial Services, visit www.digeplan.com or contact your Accela professional services implementation partner or Accela account manager for such services. Third-party mobile devices, operating systems, and network connectivity providers may, at any time, cease distribution of, interrupt, deinstall and/or prevent use of the Trial Services on supported mobile devices without entitling You to any refund, credit, or other compensation or remedies.

b) Notwithstanding any access You may have to the Trial Services through this Agreement, in the event that the DigEplan ceases operations or otherwise ceases to provide the Trial Services, DigEplan has no obligation whatsoever to provide the Trial Services or access any data stored therein without entitling You to any refund, credit, or other compensation or remedies.

c) You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the Content of all Customer Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform and the DigEplan Service, and shall notify Reseller or DigEplan promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state, federal, and foreign laws and regulations in using the Trial Services.

d) You shall use the Trial Services solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Trial Services available to any third party, other than to Users or as otherwise contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, Trial Services or its related systems or networks.

e) You shall not (i) modify, copy, or create derivative works based on the Trial Services; (ii) frame or mirror any Content forming part of the Trial Services, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Trial Services; or (iv) access the Trial Services to (a) build a competitive product or service, or (b) copy any ideas, features, functions, or graphics of the Trial Services or DigEplan products.

2. Processing of Customer Data. DigEplan’s processing of Customer Data is limited to the extent, and in such a manner as is necessary, for the performance of DigEplan’s Trial Services and shall not include processing Customer Data for any other purpose without Your written instruction as appropriate.
3. Return of Customer Data. DigEplan stores no Customer Data other than the registration information provided. All such Customer Data is hosted by DigEplan. Notwithstanding, DigEplan will not store any of the plans, documents or other design related documents in its computer systems from and after thirty (30) days from the date of termination and DigEplan will have no responsibility or liability of any kind for such Customer Data.
4. Proprietary Rights. Subject to the limited rights expressly granted hereunder, DigEplan reserves all rights, title, and interest in and to the Trial Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in this Agreement. The Platform and the DigEplan Service is deemed DigEplan confidential information, and You will not use it or disclose it to any third party except as permitted in this Agreement.
5. Compelled Disclosure. If either You or DigEplan is compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.
6. Suggestions. You agree that DigEplan shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into any DigEplan products or services any suggestions, enhancement requests, recommendations, or other feedback provided by You or Your Users relating to the operation of the Trial Services and/or the DigEplan Service.
7. Consent to Reference. You agree that DigEplan shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into any DigEplan products or services any Your use of the Trial Services or upgrades.
8. Suspension and Termination. Your use of the Platform and the DigEplan Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of this Agreement by You or any User. In no case will any such termination or suspension give rise to any liability of DigEplan to You for a refund or other compensation or damages of any kind.
9. No Warranty. DigEplan MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE PLATFORM, THE DigEplan SERVICE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DigEplan DISCLAIMS ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE DigEplan SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS.
10. No Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DigEplan HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, COST OF PROCUREMENT OF REPLACEMENT GOODS OR SERVICES, LOST BUSINESS, LOSS OF USE, LOSS OF OR CORRUPTION OF DATA, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Further Contact. DigEplan may contact You regarding new Platform and DigEplan Service features and offerings.
12. Third-Party Beneficiary. DigEplan shall be a third-party beneficiary to the agreement between You and Reseller solely as it relates to this Agreement.