The following terms and conditions, together with any referenced documents
employer, employees, agents, contractors and any other entity on whose
behalf you accept these terms (collectively, “you” and “your”), and
apply to the demonstration services available on the website where these
(as defined below) therein (the “Free Trial”).
By accessing or using the Free Trial, or by clicking to accept or agree to
that you have read and understood, and agree to be bound by these Terms of
Personally identifiable information collected about you by this Free Trial
We reserve the right to terminate or modify the Free Trial in whole or in
part, in any manner in our sole discretion, without notice. We will not be
liable if, for any reason, all or any part of the Free Trial is unavailable
at any time or for any period. From time to time, we may restrict access to
all or part of the Free Trial to a subset of permitted users. You are solely
responsible for making all arrangements necessary for you to access the
You shall use the Free Trial exclusively to test and evaluate the Capology
product and service, and you shall access it only through the registration
portal, regardless of any previous registration or access. To access portions
of the Free Trial or certain resources, you may be asked to provide certain
registration details or other information. It is a condition of your use
of the Free Trial, and you hereby represent and warrant, that all information
you provide is correct, current and complete. You must logout from the Free
Trial at the end of each session. You agree that you are solely responsible
to us for all activities identified with your access and registration.
Capology has the absolute right to disable any user name or password, at
any time, for any reason, including, if in our sole discretion we believe
The Free Trial is a collection of shared instances that automatically reset
on a timed schedule. Anything input by a user of the Free Trial that remains
on an instance following your use will be visible and usable to all other
users that access the same instance before it is reset. In addition to the
rights provided to Capology above, you hereby grant to all users of the Free
Trial a royalty free, fully paid, non exclusive, non transferable, sub
licensable, worldwide right to use any data and intellectual property
provided by you to each other user of the Free Trial solely to use the
Free Trial as described herein.
You agree not to access or use (and shall not permit others to access or
use) the Free Trial or Capology Intellectual Property in any manner:
• Other than for product evaluation purposes (specifically excluding
product demonstration, development, or any production or commercial
• To process, use, transmit or introduce any confidential or sensitive
information of any kind, including personally identifiable information,
sensitive personal data, health information of any kind, or factual
data regarding your employees or third data, and particularly excluding:
(1) information protected under the privacy or security regulations
issued pursuant to the Health Insurance Portability and Accountability
Act of 1996 (HIPAA) or subject to the Health Information Technology
for Economic and Clinical Health (HITECH) Act; or (2) non public
sensitive or personally identifiable information including but not
limited to drivers license numbers, passport numbers, social security
numbers, tax identification numbers, voter registration numbers or
similar identifying numbers, health information, or financial
information including bank, checking, credit card, debit card, or
other account numbers.
• To license, sub license, sell, re sell, rent, lease, transfer,
distribute or time share or otherwise make them available for access
by third parties.
• To disassemble, reverse engineer, decompile or modify them or
otherwise create derivative works of them.
• To access them for the purpose of developing a product or service
that competes with a Capology Product.
• To use them to create, use, send, store or run viruses or other
harmful computer code, files, scripts, agents or other programs or
engage in any other malicious act.
• To disrupt their security, integrity or operation.
• To remove or modify a copyright or other proprietary rights notice
• To use them to reproduce, distribute, display, transmit or use
material protected by copyright or other intellectual property right
(including the rights of publicity or privacy) without first obtaining
the permission of the owner.
• To use them to damage the property of another.
• That violates any applicable federal, state, local or international
law or regulation, or advocates, promotes or assists in any unlawful
act, constitutes an illegal threat or violates export control laws.
• That temporarily or permanently alters, erases, removes, copies,
modifies, halts or disables any Capology or third party data, software
• That violates the rights of any person or entity that may give rise
to civil or criminal liability under applicable laws or regulations
applicable to you, another user, and/or Capology, including violation
of privacy or publicity rights, infringement of any copyright, patent,
trademark, trade secret or other intellectual property right, or
• To transmit or introduce offensive materials, including those
involving profanity, violence, sexual conduct, pornography or
discrimination based on race, sex, religion, nationality, disability,
sexual orientation or age.
• To monitor or attempt to gain unauthorized access to: (1) an account
or computer not belonging to you; (2) any data, information or
communications on any network or system not owned by you, without
authorization; (3) any system or network user accounts or passwords
of other users, without authorization; or (4) e mail addresses, screen
names or other identifiers without the consent of the person identified
(including, without limitation, phishing, password robbery, spidering
• That is false, deceptive, misleading or fraudulent, including but
not limited to: (1) any attempt to impersonate any person or entity,
including any other user, Capology or a Capology employee; (2) to
misrepresent your identity or affiliation with any person or
organization; and (3) any attempt to give the impression that you are
posting materials from any person or entity other than yourself if
that is not the case, including but not limited to altering your IP
• To monitor or copy materials on the Free Trial for any unauthorized
purpose or access the Free Trial via any automatic device, process or
means of access such as a robot or spider.
• That may have a detrimental effect on the Free Trial’s function, user
interaction or security, including but not limited to: (1) gaining
unauthorized access to, or attempting to compromise the security of,
any network, system, computing facility, equipment, data or information;
(2) attempting to intercept, redirect or otherwise interfere with
communications intended for others; (3) disabling, damaging overburdening
or impairing the Free Trial or any server, computer or database connected
to or accessed by the Free Trial; (4) modifying, blocking or otherwise
interfering with the display of the Free Trial; (5) interfering with
another user’s ability to access, use and enjoy the Free Trial; (6)
accessing another user’s registration information or user account without
that user’s express written permission; (7) transmitting or introducing
any malicious or technologically harmful element to the Free Trial such
as a spyware program, virus, Trojan horse, worm or logic bomb; (8)
performing, without Capology’s express prior written authorization,
scalability testing, load testing, probing, scanning, penetration or
vulnerability testing of the Free Trial, including without limitation
the Community Services; and (9) engaging in any activities that results
in any server being the target of a denial of service attack.
including other users or third parties, you shall immediately notify
Capology via e mail to info[at]capology[dot]com.
As between you and Capology, all rights, title and interest in and to all
the intellectual property rights in the Capology Intellectual Property are
owned exclusively by Capology and its licensors, notwithstanding any other
Intellectual Property is protected by United States and international laws
regarding copyrights, trademarks, trade secrets and other intellectual
property or proprietary rights. As used herein, “Capology Intellectual
Property” means the information, text, displays, images, video, audio,
and user interfaces included in or generated by the Free Trial, and the
design, selection and arrangement thereof, as well as the technology that
is used by Capology to deliver the Free Trial, including: (a) software
code (whether in source or object form) including platforms and applications,
hardware, algorithms, templates, graphical user interfaces, architectures,
class libraries, application programming interfaces, objects, methodologies,
and documentation (both printed and electronic) in existence as of the
Effective Date or otherwise acquired or developed by Capology apart from
works, improvements, enhancements or extensions of the foregoing made by
either you or Capology. Except as expressly provided in this Agreement,
Capology does not grant you (and expressly reserves) any rights, express
or implied, or ownership in the Capology Intellectual Property. No right,
title or interest in or to the Free Trial is transferred to you. Capology
reserves all rights not expressly granted to you herein. You hereby grant
to Capology a royalty free, fully paid, non exclusive, non transferable,
sub licensable, worldwide right to use: (a) electronic data uploaded or
processed by you to the Free Trial; and (b) any software, methodologies,
templates, business processes, documentation or other material authored,
invented or otherwise created by you using or for use with the Capology
Intellectual Property provided by you to Capology solely to provide the
Free Trial. Customer Technology does not include, and Customer will have
no ownership of intellectual property in, Capology Core Technology. Any
other laws. You are permitted to use the Free Trial only for legitimate
business purposes related to your role as a current or prospective customer,
supplier or partner of Capology. You shall not copy, modify, create
derivative works of, publicly display or perform, republish, download
or store, or transmit any Capology Intellectual Property without Capology’s
express prior written consent or except as expressly provided in these
Capology and all related, logos, product and service names, designs and
slogans are trademarks or service marks of Capology or our affiliates or
licensors. You must not use such marks without our prior written permission.
All other names, brands and marks are used for identification purposes only
and are the trademarks of their respective owners.
The Free Trial is a shared environment. Capology has the right but not
the obligation to:
• Terminate your access to all or part of the Free Trial for any reason
or no reason, in our sole discretion, including without limitation any
• Disclose your identity to any third party who claims that material
posted by you violates their rights, including their intellectual
property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral
to law enforcement, for any illegal or unauthorized use of the Free
Without limiting the foregoing, Capology has the right to fully cooperate
with any law enforcement authorities or court order requesting or directing
us to disclose the identity of anyone including any materials on or through
the Free Trial. YOU WAIVE AND HOLD CAPOLOGY HARMLESS FROM ANY CLAIMS
RESULTING FROM ANY ACTION TAKEN BY CAPOLOGY DURING OR AS A RESULT OF ITS
INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS
BY EITHER CAPOLOGY OR LAW ENFORCEMENT AUTHORITIES.
Capology can neither review all material before it is included on the Free
Trial nor ensure prompt removal of objectionable material after it has been
posted and assumes no liability for any action or inaction regarding
transmissions, communications or content provided by any user or third
parties. We have no liability or responsibility to anyone for performance
or nonperformance of the activities described in this paragraph.
Direct feedback, comments, suggestions, requests for support and other
communications relating to the Free Trial to: info[at]capology[dot]com. Capology
shall have a royalty free, worldwide, non exclusive, transferable, sub
licensable, irrevocable, perpetual right and license to make, use, sell,
offer for sale, import or otherwise incorporate for any purpose, any
feedback, and suggestions for improvements or enhancements to the Free
Trial and the Capology Products.
The owner of the Free Trial is based in the state of California in the
United States. The Free Trial can be accessed from countries around the
world. Access to the Free Trial may not be legal by certain persons or
in certain countries. If you access the Free Trial from outside the United
States, you do so on your own initiative and are responsible for compliance
with local laws. Access to the Free Trial from territories where the Free
Trial or any of its services or products are illegal is prohibited. You
acknowledge that you remain responsible at all times for your compliance
with U.S. and all applicable export and related statutes and regulations.
Capology cannot and does not promise or warrant that any aspect of the
Free Trial is free of viruses or other destructive code. You are responsible
for implementing sufficient procedures and checkpoints to satisfy your
particular requirements for anti virus protection and accuracy of data
input and output, and for maintaining a means external to our site for
any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS
OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL OF SERVICE ATTACK, VIRUSES OR
OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER
EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO
YOUR USE OF THE FREE TRIAL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE
FREE TRIAL OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY
WEBSITE LINKED TO IT.
YOUR USE OF THE FREE TRIAL, INCLUDING ANY WEBSITE CONTENT, AND ANY SERVICES
OR ITEMS OBTAINED THROUGH THE FREE TRIAL, IS AT YOUR OWN RISK AND PROVIDED
ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED. NEITHER CAPOLOGY NOR ANY PERSON ASSOCIATED WITH
CAPOLOGY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS,
SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE FREE TRIAL.
WITHOUT LIMITING THE FOREGOING, NEITHER CAPOLOGY NOR ANYONE ASSOCIATED WITH
CAPOLOGY REPRESENTS OR WARRANTS THAT THE FREE TRIAL WILL BE ACCURATE,
RELIABLE, ERROR FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED,
THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS OR THAT THE FREE TRIAL OR ANY SERVICES OR
ITEMS OBTAINED THROUGH THE FREE TRIAL WILL OTHERWISE MEET YOUR NEEDS OR
CAPOLOGY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE FREE TRIAL AND THE
WEBSITE CONTENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY, NON INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR
LIMITED UNDER APPLICABLE LAW.
EXCEPT TO THE EXTENT THAT A DISCLAIMER OF LIABILITY IS PROHIBITED UNDER
APPLICABLE LAW, IN NO EVENT WILL CAPOLOGY, ITS AFFILIATES AND ITS LICENSORS,
SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR
DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN
CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE FREE TRIAL, INCLUDING
ANY WEBSITE CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL
INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF
PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF
GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE),
BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
You agree to defend, indemnify and hold Capology, its affiliates and
licensors and their respective officers, directors, employees, contractors,
agents, licensors and suppliers harmless from and against any claims,
liabilities, damages, judgments, awards, losses, costs, expenses or fees
(including reasonable attorneys' fees and other costs of defense) resulting
including, without limitation, any use of the Free Trial's content,
services and products other than as expressly authorized in these Terms
of Use or your use of any information obtained from the Free Trial.
them, their subject matter or their formation (in each case, including non
contractual disputes or claims) shall be governed by and construed in
accordance with the internal laws of the State of California in the United
States without giving effect to any choice or conflict of laws provision
or rule (whether of the State of California or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these
federal courts of the United States or the courts of the State of California,
in each case located in the Santa Clara, California although we retain the
right to bring any suit, action or proceeding against you for breach of
country. You hereby irrevocably waive any and all objections to the exercise
of jurisdiction over you by such courts and to venue in such courts.
You may not access, download, use or export materials posted to the Free
Trial in violation of U.S. export laws or regulations, including the
Export Administration Regulations (EAR), or in violation of any other
applicable export or import laws or regulations. You agree to comply with
all export laws and restrictions and regulations of any United States or
foreign agency or authority.
continuing waiver of such term or condition or any other term or condition,
and any failure of Capology to assert a right or provision under these
jurisdiction to be invalid, illegal or unenforceable for any reason, such
provision shall be eliminated or limited to the minimum extent such that
There are no third party beneficiaries to this agreement.
In the event of a dispute, the categorization of any subject matter as
either the Free Trial or a Capology Product shall be made by Capology in
its sole discretion, and Capology may reclassify as a Capology Product
subject matter previously included in the Free Trial.
giving you written notice, and all licenses, permissions and other rights
granted to you hereunder shall immediately terminate. Notwithstanding the
termination of this Agreement for any reason, Sections 3 and 5 herein
constitute the sole and entire agreement between you and Capology with
respect to the Free Trial and supersede all prior and contemporaneous
understandings, agreements, representations and warranties, both written
and oral, with respect to the Free Trial. For the avoidance of doubt,
subscription agreement or other agreement pursuant to which you have been
granted the right to use or access a Capology product or service.
© Capology, Inc. All rights reserved.