ADVENT SOFTWARE, INC. – TRIAL SERVICES AGREEMENT ## LAST UPDATED: October 13, 2017####This Trial Services Agreement (“Agreement”) is made between Advent Software, Inc. and the trial subscriber identified in the log-on to this Trial Service (“Firm”). The terms “you”, “your, and “I” herein refer to, as applicable, the individual or organization accepting this Agreement. If you are representing your organization, you are accepting this Agreement for yourself and on behalf of your organization. You represent that you have full authority to bind your organization to this Agreement and agree on behalf of your organization that it is responsible for all access to and use of the Trial Service by end users who obtain access to the Trial Service through your organization. You and your organization acknowledge and agree that Advent has relied on the foregoing representation in permitting you and your organization’s end users to access and use the Application. PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING OR USING THE APPLICATION OR THIS TRIAL SERVICE.##By checking the box that I “Accept” this Agreement, or accessing or using Advent’s then-current version of the proprietary Salentica Elements application (the “Application”) made available through at https://appexchange.salesforce.com/listingDetail?listingId=a0N3A00000EJGwWUAX (or such other internet address as Advent may designate from time to time) (collectively, the “Trial Service”) in any way, including without limitation, using any information, and/or submitting any content or personal information or Firm Confidential Information (collectively, “Content”) via the Trial Service, you agree to and are bound by this Agreement, and conditions, policies and notices contained in this Agreement, including without limitation conducting this transaction electronically, third-party terms and conditions, disclaimers of warranties, damage and remedy exclusions and limitations, and the choice of California law, without regard to its conflicts of laws principles. If you do not want to agree to this Agreement, you should not proceed further with log-on and registration and immediately cease your access and use of the Trial Service and the above website.#### ##1. Right to Use Service. Subject to the terms of this Agreement, Firm wishes to obtain from Advent, and Advent grants to Firm, a nonexclusive, nontransferable, nonsublicensable license to use the Trial Service for up to five (5) concurrent users, including one administrative user, solely for evaluation purposes and only in accordance with any documentation supplied by Advent, and solely for Firm's non-production, internal evaluation purposes in connection with the Trial Service. Firm may use the Trial Service for no longer than the Term set forth in Section 6 below. Firm shall not (and shall not allow any third party to) (i) decompile, disassemble, or otherwise reverse engineer (except to the extent that applicable law prohibits reverse engineering restrictions) or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the Trial Service by any means whatsoever, or (ii) distribute or provide access to all or any portion of the Trial Service to any third party. Firm may not export or use the Trial Service outside of the United States or Canada.##2. Ownership; Restrictions on Use. Firm acknowledges and agrees that Advent, its affiliates and suppliers own all intellectual property rights embodied in or pertaining to the Trial Service, and any software, materials, functionality and other items developed hereunder, and all such intellectual property will constitute Advent’s Confidential Information. To the extent that the right, title and interest to any software, materials, functionality, or other items developed hereunder is not, by operation of law or otherwise, vested in Advent, Firm shall and hereby does irrevocably assigns to Advent all right, title, and interest in and to such software, materials, functionality, and other items, including, without limitation, all copyrights and other intellectual property rights therein and thereto. Firm will, at Advent’s expense, execute and deliver to Advent such assignments and other documents as Advent may reasonably request to secure, register, confirm, and protect any intellectual property rights with respect to such software, materials, functionality, or other items in the United States of America and in any foreign country and the renewal of any of the foregoing. Advent shall have the exclusive right to apply for or register patents, copyrights, and such other proprietary protections with respect to the software, materials, functionality, and other items. Without limiting the foregoing, Advent shall have the exclusive right to commercialize, prepare and sell products or services based upon, sublicense, prepare derivative works from, and otherwise use and exploit such software, materials, functionality, and other items. Firm shall have no right to attach its name or any of its trademarks, logos, or trade names to the software, materials, functionality, or other items. The existence of any claim or cause of action by Firm against Advent, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Advent of the covenants and agreements set forth in this paragraph. Firm agrees to indemnify and hold Advent, its affiliates and suppliers harmless from and against any damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of claims related to Firm’s or any user’s use of the Trial Service, data, and/or violation of this Agreement.####3. Confidentiality. By virtue of this Agreement, either party may have access to the other party’s Confidential Information. “Confidential Information” means non-public information clearly identified as proprietary or confidential, or which given its nature and the circumstances surrounding its disclosure should reasonably be construed to be confidential, including, without limitation, the Trial Service, information concerning business methods, business plans, customer and vendor information, methodologies, internal policies and procedures, pricing terms, and test results (including the results of any evaluation of the Trial Service), code, inventions, analyses, and any business, technical, and financial formation, documentation, data, specifications, audit reports, auditor opinion letters, user identification and passwords, and any third party software or systems and related information maintained by Firm which Advent may require in order to render services hereunder. Subject to the terms of Sections 4 and 5 below, each party agrees to hold the other party’s Confidential Information in confidence during the term of this Agreement and thereafter. Each party further agrees that, unless required by law, it will not disclose the other party’s Confidential Information, or otherwise make the other party’s Confidential Information available in any form to any third party or use such Confidential Information for any purpose. Notwithstanding the foregoing, Advent may disclose Firm’s Confidential Information to fulfill its obligations hereunder provided that such Confidential Information is disclosed subject to obligations of confidentiality as restrictive as those set forth in this Section. Except as disclaimed by Advent and its suppliers in Sections 4 and 5 below, each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its current or former employees or agents in violation of the terms of this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the receiving party; (b) the disclosing party regularly discloses to a third party without restriction on disclosure; (c) is independently developed by employees of the receiving party who had no access to such information; or (d) is already lawfully known to the receiving party without nondisclosure obligations before it received such information. Notwithstanding the foregoing, Advent shall be free to use and/or disclose any Firm’s suggestions, feedback or other information as Advent sees fit, entirely without obligation of any kind to Firm as such suggestions and feedback are entirely voluntary on the part of Firm and shall not create any obligation on the part of Advent or any independent confidential relationship between Firm and Advent. In addition, by accepting this Agreement, Firm agrees that registration information provided by Firm will be disclosed to Salesforce and will be used by salesforce, inc. (“Salesforce”) pursuant to its privacy policy available at http://www.salesforce.com.##4. Data. Firm agrees that access to the Trial Service is being provided for evaluation purposes only and does not contemplate the use by Firm of l Firm Content under this Agreement; therefore, Firm shall not upload, enter, use, provide or disclose to Advent, its affiliates or suppliers any Firm data. However, should Firm enter or provide any Content in connection with this Agreement, Firm understands and agrees that provision and use of such Content is at Firm’s sole risk and Firm is solely responsible for maintaining, backing-up and deleting all Content. Neither Advent nor its suppliers shall be responsible or liable for the disclosure, deletion, destruction, damage, loss, storage or failure to store any Content uploaded, entered or submitted to the Trial Service, including any consents required therefor. FIRM SHALL BE SOLELY RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, TIMELINESS, QUALITY, INTEGRITY, BACKUP, ARCHIVES, LEGALITY, RELIABILITY AND APPROPRIATENESS OF CONTENT. ####4. Warranty Disclaimer. The Trial Service is provided "AS IS", “AS AVAILABLE” and “AT YOUR OWN RISK”, without any warranty, support or indemnification of any kind, and may not be functional in any environment. Advent and/or its affiliates and Salesforce provide the Trial Service via a Salesforce platform at no charge to Firm solely for its evaluation purposes. Therefore, use of the Trial Service may be subject to additional terms and conditions required by Salesforce, including the Salesforce privacy policy located at http://www.salesforce.com and Firm must consult Salesforce independently. ADVENT AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES RELATING TO THE TRIAL SERVICE, AND (I) ASSUME NO LIABLITY FOR ANY ACCESS TO, USE OF OR INFORMATION CONTAINED THEREIN; (II) MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, RESULTS, ACCURACY, COMPLETENESS, AVAILABILITY, TIMELINESS, SECURITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE FOR THE TRIAL SERVICE (INCLUDING WITHOUT LIMITATION ANY INFORMATION CONTAINED THEREIN OR USED THEREWITH).##5. Limitation of Remedies and Damages. NEITHER ADVENT, ITS AFFILIATES, NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR (A) LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR (B) ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS. ADVENT AND ITS SUPPLIERS’ TOTAL LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNTS RECEIVED BY ADVENT AS FEES UNDER THE THIS AGREEMENT OVER THE PRIOR TWELVE MONTH PERIOD, OR, IF NONE IS RECEIVED, $50.##6. Term/Termination. This Agreement shall commence on the date on which Firm accepts this Agreement and creates user passwords following log-on (the “Effective Date”) and remain in effect for thirty (30) days at which time this Agreement shall automatically terminate, unless terminated earlier as provided herein (the “Term”). This Agreement may be terminated by either party for any reason or no reason upon five (5) days' written notice, or immediately by Advent upon notice of any breach by Firm of the provisions of this Agreement. Upon termination, the license granted hereunder shall terminate and Firm’s access to the Trial Service shall cease entirely, but the terms of Sections 2, 3, 4, 5, 6 and 7 this Agreement will otherwise remain in effect. Each Firm is permitted only one Trial Service subscription. Firm may not renew this Agreement. Firm, however, may thereafter purchase a subscription to the Application which shall be subject to a separate written agreement with Advent. ##7. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California, United States of America, without regard to its conflict of laws rules or the United Nations Convention on the International Sale of Goods. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THIS AGREEMENT.##8. Entire Agreement. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous discussions, representations, and proposals, whether written or oral, with respect to the subject matters discussed herein. Advent may modify this Agreement from time to time and may notify you of such modifications by any reasonable means, including by posting the revised Agreement. Any such modification will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such modifications, or otherwise notified you of such changes. Please review the “Last Updated” legend at the top of this Agreement to see when this Agreement was last revised. Updates that are (i) required by law, government authorities or regulatory bodies, (ii) required by vendors, or (iii) do not materially impact your use of the Trial Service will apply immediately. All other changes to this Agreement will become effective three (3) business days after the revised Agreement have been posted on the Application. Your continued access to or use of the Trial Service following these changes means that you accept the revised Agreement. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. 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. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
