Parts Intelligence Trial Legal Terms

Accuris Entity: For Customers located in North and South America, “Accuris” will refer to Allium US Holding LLC. For Customers located in Europe, the Middle East, Africa and the Asia-Pacific region, “Accuris” will refer to Allium UK Holding Limited.

Trial Period; Automatic Conversion. By submitting this Trial Order, I agree that I am placing a Trial Order on behalf of me and my organization (collectively “Customer”) for the Accuris Products each as set forth in the trial Order Form, subject to the Trial T&C’s. Subject to the Trial T&Cs, Customer is granted a trial license to the Products for a period of up to nine (9) days (“Trial Period”) commencing on the date access to the Products is made available to Customer (“Trial Start Date”). Prior to the expiration date of the Trial Period, Accuris will send Customer an email at the address provided with a notification that the Trial Period is expiring. Such email notification will include an invoice for the conversion to a full non-trial license. If Customer does not pay that invoice by the expiration of the Trial Period, Customer’s license to the Products will immediately expire. If Customer pays that invoice, Customer’s license to the Products will automatically convert to a paid subscription license for an initial term of one (1) year starting from the Trial Start Date (“Initial Term”) at the annual fee of $7,950.00 not inclusive of taxes. Upon such conversion, Customer’s use of the Accuris Products will be subject to the Online Terms and Conditions for the Provision of Products and Services available here (the “Online T&Cs”). The Initial Term shall thereafter auto-renew pursuant to the terms and conditions of the Online T&Cs.

Trial T&Cs – During the Trial Period, the Trial T&Cs will govern Customer’s use of the Accuris Products.

1. The Product(s) licensed hereunder are described above (which may include such portion thereof as Accuris may grant access to, at its sole discretion, and includes any documentation, updates and corrections thereto as may be provided by Accuris to Customer) (each a “Product”). Subject to and in consideration of Customer’s compliance with the terms of this Agreement, Accuris hereby grants Customer a personal, non-exclusive, non-transferable, royalty-free, revocable license solely for internal trial and evaluation of the Product(s) by a maximum number of its employees (“Authorized Users”) within an authorized division/department (“Authorized Division/Department”), each as identified in the Trial Order. Customer agrees that its Authorized Users within the Authorized Division/Department will be participating in such internal trial and evaluation of the Product(s) for a period commencing from the relevant License Start Date and ending on License End Date, each as identified above (“Trial Period”) only at the locations specified above (“Site”) in respect of each Product. Any log-ins provided to Customer are personal and may not be shared.
2. Upon expiration or termination of this Agreement or a relevant Trial Period, unless otherwise instructed by Accuris or unless Customer auto-renews into a full license of the Product pursuant to the terms and conditions herein, Customer shall cease all use and shall promptly return or destroy all other materials containing the Product(s) (including all disks and manuals), including all copies thereof, and purge the Product(s) from any electronic media (including servers, databases, spreadsheets and analytical tools and software) containing the Product(s) and so verify in writing upon Accuris’ request. These Trial T&Cs shall be effective from, and continue in full force and effect as of, the Effective Date and the provisions of this Agreement shall, unless expressed to survive termination, continue to apply with respect to the Product(s) until the expiry of the relevant Trial Period.
3. Customer shall not reverse decompile, disassemble or otherwise reverse engineer any Product in whole or in part. Customer shall not duplicate, transfer, disclose, provide, distribute, sell, lease, republish, sublicense or otherwise make available any Product, or any part or copies thereof, to any third party. Customer shall not alter, modify, or make derivative works of any Product without the prior written consent of Accuris or use or allow any use of the Products other than as expressly set out herein. Customer will not remove any copyright, trademark or other proprietary notices. No title to or ownership of any Product is transferred to Customer. Title to and ownership of the Product(s) and all applicable rights in patents, copyrights and trade secrets in the Product(s) shall remain exclusively in Accuris (or its Third-Party Providers as further described in Section 6). All rights not expressly granted under this Agreement are reserved.
4. The Product(s) provided hereunder and this Agreement are confidential and/or proprietary to Accuris, and Customer shall safeguard the Product(s) and this Agreement accordingly. Each party agrees to hold any information of the other party that is confidential or proprietary to such party (“Confidential Information”) in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such Confidential Information to third parties (except by Customer to its employees who have a need to know such Confidential Information while providing services to Customer), or to use such Confidential Information for any purposes other than the trial covered by this Agreement. Each party shall also advise each of its employees who may be exposed to such Confidential Information of their obligations to keep such Confidential Information confidential. The parties agree to return or destroy all Confidential Information that has been received from the other party including all copies made thereof, promptly upon request by the disclosing party. It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and each party shall be entitled to injunctive relief to restrain any such breach, threatened or actual.
5. THE PRODUCT(S) LICENSED HEREUNDER IS PROVIDED “AS-IS”, AND NEITHER ACCURIS, ITS AFFILIATES NOR ANY THIRD PARTY PROVIDER (DEFINED BELOW) SHALL BE LIABLE TO CUSTOMER FOR ANY INACCURACIES, ERRORS OR OMISSIONS IN THE PRODUCT. NEITHER ACCURIS, ITS AFFILIATES NOR ANY THIRD PARTY PROVIDER MAKES ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN RESPECT OF THIS AGREEMENT, THE PRODUCT(S) OR DOCUMENTATION PROVIDED HEREUNDER OR AS TO THE RESULTS TO BE ATTAINED BY CUSTOMER OR OTHERS FROM THE USE OF THE PRODUCT(S); ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED. CUSTOMER AGREES THAT NEITHER ACCURIS, ITS AFFILIATES NOR ANY THIRD PARTY PROVIDER SHALL BE LIABLE FOR ANY LOSS, CLAIM OR DAMAGE, TO CUSTOMER OR ANY THIRD PARTY WHETHER DIRECT OR INDIRECT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY RELATING TO CUSTOMER’S USE OR POSSESSION OF OR RELIANCE ON THE PRODUCT INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES.
6. Customer further acknowledges that certain data and information made available through the Product(s) may have been provided to Accuris by third party providers (each a “Third Party Provider”) and such Third Party Providers have proprietary rights with respect to such data. In such case, the use and availability of such data and information is subject to arrangements between Accuris and such Third Party Providers, and any limitations and restrictions that may be displayed or contained on the Product(s). Customer agrees to comply with any restriction or condition imposed by Third Party Providers relating to the Product(s) as notified by Accuris or such Third Party Providers. As part of such compliance, Customer may be required to enter into a separate agreement with Accuris or a Third Party Provider in order to receive or to continue to receive such data. In addition, Customer acknowledges and agrees that, to the extent required under its agreements with Third Party Providers, Accuris may provide such Third Party Providers with the identity of Customer.
7. Customer may not assign any of its rights or delegate any of its obligations hereunder and any attempted assignment shall be null and void. This Agreement sets forth the entire agreement between the parties and supersedes any and all prior proposals, agreements or communications, written or oral, of the parties with respect to the subject matter hereof.
8. If Customer breaches any of its obligations under this Agreement the Product(s) licenses granted herein are immediately revoked and Accuris shall have the right, in addition to any and all other remedies it may have hereunder, at law or in equity, in its own discretion (i) to terminate this Agreement immediately upon notice to Customer; and (ii) to claim the reasonable value of unauthorized use of the Product(s) from Customer. Notwithstanding the foregoing, Customer shall indemnify Accuris and/or its Affiliates against any cost, loss or damage suffered by Accuris and/or its Affiliates including Accuris’ attorneys’ fees, arising as a result of any use of the Product(s) by Customer or any breach of or non-compliance with this Agreement.
9. Either party may terminate this Agreement and any Trial Period at any time by providing the other party with ten (10) days’ prior written notice.
10. Accuris may suspend or terminate this Agreement and cancel or withdraw all or any part of the Product(s) provided pursuant to the terms of this Agreement upon written notice to Customer at any time that in Accuris’ good faith determination (i) it is necessary to do so in order to comply with any applicable law, regulation or decision of any applicable regulatory body; (ii) such Product(s) has become subject to a claim that it infringes the rights of any third party; or (iii) the data used to provide such Product(s) is not commercially satisfactory in terms of legality, quality, volume or significance.
11. Each party agrees that it will (i) comply with all applicable country laws relating to anti-corruption and anti-bribery; and (ii) not perform, offer, give and receive bribes or corrupt actions in relation to the procurement or performance of this Agreement. For the purposes of this section, “bribes or corrupt actions” means any payment, gift, or gratuity, whether in cash or kind, intended to obtain or retain an advantage, or any other action deemed to be corrupt under the applicable country laws.
12. The Product(s) provided hereunder: (a) was developed at private expense and is in all respects the proprietary information of Accuris; (b) was not developed with government funds; (c) is a trade secret of Accuris for all purposes of the Freedom of Information Act and any provincial, state, federal or other government access to information legislation; and (d) is a commercial item and thus, duplication or disclosure of the Product(s) is subject to the restrictions set forth by Accuris. Any Product used by, for, or on behalf of the U.S. Government is provided with LIMITED RIGHTS as per Accuris’ standard terms applicable to the Product(s) at the time of trial.
13. Export controls and sanctions laws and regulations of the United States and other relevant local export controls and sanctions laws may apply to the Product(s) provided hereunder and to such extent, Customer agrees to comply with all such export controls and sanctions laws and regulations, and agrees that it will not export, re-export, transfer, sell or use the Product(s) without the prior express written permission of Accuris.
14. Sections 2, 4, 5, 8, 9, 10, 11, 12, 13, 14, and 15 of this Agreement shall survive the termination or expiration thereof.
15. This Agreement shall be governed by the laws identified below, and the parties hereby submit to the exclusive jurisdiction to the courts thereof without regard to any conflicts of law principles:
    • The laws of England and Wales if “Accuris” refers to Allium UK Holding Limited; or
    • The State of New York, if “Accuris” refers to Allium US Holding LLC.