Camunda Cloud Trial Terms

IMPORTANT – READ CAREFULLY. THIS CAMUNDA CLOUD EVALUATION AGREEMENT (“AGREEMENT”) SETS FORTH THE LEGAL TERMS AND CONDITIONS WHICH GOVERN THE RELATIONSHIP BETWEEN YOU (“CUSTOMER” OR “YOU”) AND CAMUNDA (“CAMUNDA”) AND THE RELATED TERMS AND CONDITIONS APPLICABLE TO CAMUNDA CLOUD (“CAMUNDA CLOUD”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT CLICK ON “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” ON THE CAMUNDA CLOUD SIGN UP PAGE, AT WHICH POINT YOU WILL NOT BE GRANTED ACCESS TO CAMUNDA CLOUD. DO NOT CLICK “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB” UNLESS (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU CLICK ON THE BOX ON THE CAMUNDA CLOUD SIGN UP PAGE LABELED “SIGN UP”, “SIGN UP WITH GOOGLE” OR “SIGN UP WITH GITHUB”, YOU WILL BE GRANTED ACCESS TO CAMUNDA CLOUD, AND THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY.

1. Grant of Rights; Restrictions; Feedback
   
   
   1. Grant of Rights. Subject to the terms and conditions of this Agreement, and solely during the Evaluation Period (which shall be thirty (30) days from and including the date on which Customer signs up to Camunda Cloud, unless otherwise agreed via email), Camunda hereby grants to Customer a royalty-free, limited, personal, non-exclusive, non-transferable and non-sublicensable right to (i) use Camunda Cloud internally during the Evaluation Period and (ii) use the documentation, training materials or other materials supplied by Camunda or downloaded at https://docs.camunda.io/docs/guides/ to enable such internal use, in each case solely for evaluation purposes and pursuant to the restrictions set forth in this Agreement. All of the documentation provided to Customer pursuant to this Agreement is copyright Camunda, and is licensed to Customer solely for Customer’s use during the term of this Agreement. Except for such use, Customer does not have the right to copy or redistribute the documentation. Camunda retains all rights in the documentation not expressly granted to Customer.
      
      
   2. Restrictions. Customer shall comply with all applicable laws, including export control and data privacy laws. Customer shall not: (i) execute or attempt to execute any malware in Camunda Cloud or use or attempt to use Camunda Cloud to transmit malware; (ii) use Camunda Cloud to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene, or which violates the rights of any third party; (iii) use Camunda Cloud to compete against Camunda; (iv) use Camunda Cloud for purposes of monitoring performance or functionality (for example via penetration testing) or for any other benchmarking or competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive services; (v) except as expressly permitted herein, make access to Camunda Cloud through Customer’s Account available to any third party; (vi) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon Camunda Cloud; (vii) interfere with or disrupt the integrity, security or performance of Camunda Cloud or third party data contained therein; (viii) attempt to gain unauthorized access to Camunda Cloud or any associated systems or networks; (ix) modify, make derivative works of, disassemble, decompile or reverse engineer Camunda Cloud or any component thereof; (x) use Camunda Cloud in a production environment or on any deployed system, including without limitation commercial, for profit, or publicly accessible systems or for commercial or revenue-generating purposes; or (xi) perform or attempt to perform any actions that would prevent use of Camunda Cloud by Camunda’s other licensees or customers.
      
      
   3. Open Source Software. Camunda Cloud contains certain libraries, utilities or other software components licensed under the “open source”, “free software” or similar “public” software licenses. Nothing in this Agreement is intended to change or restrict the terms of any open source, free software, source-code-available or public license, and Camunda does not seek to restrict, or receive compensation for, the act of copying or redistributing publicly licensed code which is otherwise freely redistributable to third parties (and not otherwise restricted by federal trademark or other laws).
      
      
   4. Feedback. Customer agrees that any information or feedback Customer may provide to Camunda related to Camunda Cloud or this Agreement is non-confidential and Customer grants Camunda a non-exclusive, worldwide, fully paid up, perpetual and irrevocable license to use this information/feedback in Camunda’s business activities without restriction and without payment or accounting to Customer or any third party.
      
      
2. Intellectual Property Ownership.
   
   
   1. Ownership of Intellectual Property. Camunda Cloud contains proprietary and confidential information of Camunda and its licensors. Except to the extent use rights are expressly granted hereunder, each party and each party’s licensors, respectively, retains all right, title and interest in and to all patent, trademark, trade secret rights, inventions, copyrights, know‑how and trade secrets in and to that party’s respective products and services. Camunda retains all right, title and interest in and to any work product created by Camunda in the course of providing Camunda Cloud and any service or support under this Agreement.
      
      
   2. Collection of Certain Data. Customer acknowledges that certain features used in connection with Camunda Cloud are configured to collect and report Telemetry Data to Camunda to ensure the stability and functionality of Camunda Cloud, to improve the user experience and to track usage of Camunda Cloud. Customer hereby consents and grants to Camunda a license to collect and use Telemetry Data generated by Customer’s use of Camunda Cloud. Camunda will use the Telemetry Data subject to applicable law.
      
      
3. No Indemnities; No Warranties; No Support; No Availability. THIS AGREEMENT DOES NOT ENTITLE CUSTOMER TO ANY INDEMNIFICATION OF ANY KIND. CAMUNDA CLOUD AND DOCUMENTATION IS PROVIDED « AS IS. » CAMUNDA MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO CAMUNDA CLOUD AND DOCUMENTATION, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAMUNDA DOES NOT WARRANT THAT CAMUNDA CLOUD WILL BE UNINTERRUPTED OR ERROR-FREE, OR SUCCEED IN RESOLVING ANY PROBLEM. CUSTOMER AGREES THAT USE OF CAMUNDA CLOUD IS AT CUSTOMER’S OWN RISK. CUSTOMER HAS NO WARRANTY OR GUARANTEE UNDER THIS AGREEMENT THAT THE OPERABILITY OF ANY OF CUSTOMER’S APPLICATIONS RUNNING WITH CAMUNDA CLOUD WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF CAMUNDA CLOUD OR THAT ANY VERSION OF CAMUNDA CLOUD WILL EVER BE MADE AVAILABLE OR MARKETED. NEITHER THIS AGREEMENT NOR CUSTOMER’S ACCESS TO CAMUNDA CLOUD ENTITLE CUSTOMER TO RECEIVE SUPPORT SERVICES FROM CAMUNDA FOR CAMUNDA CLOUD. FURTHERMORE, CAMUNDA DOES NOT GUARANTEE ANY AVAILABILITY OF CAMUNDA CLOUD.
   
   
4. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL CAMUNDA BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOST REVENUE OR PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES ARISING FROM THE USE OF CAMUNDA CLOUD, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL CAMUNDA’S LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF THE AMOUNT PAID FOR CAMUNDA CLOUD UNDER THIS AGREEMENT OR FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
   
   
5. Termination.
   
   
   1. Termination. This Agreement will terminate automatically at the end of the Evaluation Period. In addition, either party may terminate the Agreement at any time by giving the other party written notice of termination.
      
      
   2. Effect of Termination. Upon termination or expiration of this Agreement, all rights and licenses granted hereunder shall cease and Customer’s access to Camunda Cloud will be shut down and its account will not be available to Customer. Customer must cease all exploitation of Camunda Cloud and the Account provided by the Camunda to Customer upon termination or expiration of this Agreement.
      
      
   3. Survival. The following sections shall survive any termination of this Agreement: 1(b), 1(c), 1(d), 2, 3, 4, 5(b), 5(c), 7-11 all associated definitions and all accrued rights to payment, if any.
      
      
6. Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. The parties agree that each is an independent contractor and neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. Nothing in this Agreement shall be construed as an obligation by either party to enter into a contract, subcontract, or other business relationship with the other party. Each party shall bear all costs and expenses incurred by it under or in connection with this Agreement.
   
   
7. Export Regulations.  Camunda Cloud may be subject to export laws and regulations of the United States, the European Union, the United Kingdom, the Federal Republic of Germany, and other jurisdictions. The Student represents and warrants that Customer or any of its Affiliates (i) is not a Prohibited Entity, or (ii) has not taken and will not take any action, directly or indirectly, that would result in a violation of Sanctions, or that would otherwise cause Camunda or its Affiliates to violate Sanctions. For purposes of this section, “Sanctions” means to the extent applicable to the Customer, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, or trade embargoes administered or enforced from time to time by (i) the United States, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or through any existing or future Executive Order; (ii) the United Nations Security Council; (iii) the European Union; (iv) the United Kingdom; or (v) any other government authority with jurisdiction over the Customer. “Prohibited Entity” means (i) a person (an entity or an individual) on any list of targets designated pursuant to any Sanctions, (ii) a person, countries, or territories that are the target of any territorial or country-based Sanctions programs, (iii) an entity with its registered offices in Russia, or (iv) a person owned or controlled by any person covered by (i), (ii), or (iii).
   
   
8. Data Privacy and Security. Customer represents and warrants that Customer will not provide to Camunda any information relating to identified or identifiable individuals.
   
   
9. Miscellaneous. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) on the date of receipt, when delivered by email. This Agreement is not assignable or transferable by Customer without Camunda’s prior written consent. 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 is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. This Agreement may be modified, replaced or rescinded only in writing and signed by a duly authorized representative of each party.
   
   
10. Contracting Party, Governing Law and Venue. The Camunda entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below:
    

1. Local Law Requirements Germany. With respect to Customers domiciled in Germany, Austria or Switzerland, this Agreement is only applicable to companies as laid down in §§ 14, 310 Abs.1 of the German Code of Civil Law (BGB). Sections “No Indemnities; No Warranties; No Support; No Availability” and “Limitation of Liability” of this Agreement are replaced with the following sections respectively:
   
   
   1. Liability. Camunda is liable to the user only for damages caused intentionally or by gross negligence (“grobe Fahrlässigkeit”). The foregoing limits and exclusions of liability shall not apply to any loss arising in respect of the death or personal injury of any person nor to liability arising from the German Product Liability Act. For those losses, Camunda shall be liable according to the applicable statutory provisions.
      
      
   2. No Support: Neither this Agreement nor Customer´s access to Camunda Cloud entitle Customer to receive Support Services from Camunda for Camunda Cloud. Furthermore, Camunda does not guarantee any availability of Camunda Cloud.
      
      

THIS AGREEMENT SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN COMMUNICATIONS, PROPOSALS, REPRESENTATIONS AND WARRANTIES AND PREVAILS OVER ANY CONFLICTING OR ADDITIONAL TERMS OF ANY QUOTE, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER DURING THE TERM OF THIS AGREEMENT.