Appian Trial Edition Terms & Conditions
BY CLICKING THE “I ACCEPT” CHECKBOX DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING APPIAN CLOUD CLICKWRAP AGREEMENT (“AGREEMENT”). THIS AGREEMENT GOVERNS YOUR USE OF THE APPIAN CLOUD SUBSCRIPTION SERVICE, ASSOCIATED APPLICATIONS AND DOCUMENTATION (COLLECTIVELY, THE “SERVICE”), AS PROVIDED BY APPIAN CORPORATION AND ITS AFFILIATES (COLLECTIVELY “APPIAN’). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM YOU, YOUR, OR SUBSCRIBER SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.
DEFINITIONS
The terms defined in this Section 1 and any other capitalized terms defined in the other sections of this Agreement have the meanings stated.
“Data” means the data, information or material that You and any Users submit to the Service under this Agreement. Data shall not include anything initially provided to You by Appian.
“Documentation” means the contents provided under the documentation section of the Appian Community website, https://docs.appian.com, or other URL as notified to You in writing from time to time.
“User” means You, if You are an individual, or Your employees, contractors or subcontractors, if You are a corporate entity, all to the extent having a user account in the Services allowing him/her to authenticate into the Services.
SUBSCRIPTION
License. During the term of Your subscription to use the Service, Appian grants a reasonable number of Users a non-transferable, nonexclusive license to access the Service via a username and password over the Internet. The Service licenses provided under this Agreement for evaluation purposes only. You may not use the Service in a production environment, and the Data may not be customer data. You may not upload sensitive, confidential, personally identifiable information, protected health information, personal data under GDPR, payment card information, or other forms of information that are regulated by law is strictly prohibited into the Service. Any upload of such information is a material breach of these terms.
Restrictions. Except to the extent expressly authorized in this Agreement or in the Documentation, You may not: (i) reverse engineer, disassemble, decompile or otherwise attempt to access or determine the source code of the Service, (ii) operate the Service for use by third parties or otherwise operate the Service on a service bureau basis, (iv) modify, copy, reproduce or create a derivative from the Service, in whole or in part, or (v) allow, permit or assist any party to do any of the foregoing. In addition, You agree not to use the Service in circumstances in which errors or inaccuracies in the content, functionality, services, data or information provided by the Service or the failure of the Service, could lead to death, personal injury, or severe physical or environmental damage. You may not use the Appian Cloud Trial Site or the Service if it is a competitor of Appian or to provide information about the Service to a competitor of Appian, nor may You or Your users mask their identity when using the Service.
Users Accounts. You may provision only such User accounts as may be necessary to perform an evaluation of the Service. User accounts may not be shared among individuals, or used to provide access to the Service to individuals who are not the individual associated with the corresponding User account.
Your Responsibilities. You must use the Service in accordance with all applicable laws. You are responsible for the password security of User accounts and the level of access granted to an individual User by Your Service administrators, as well as any other security configurations set by You. You are responsible for any violation of this Agreement by Your Users. You shall promptly report to Appian any copying or distribution of the Service in violation of this Agreement that is known or suspected by You and provide Appian with reasonable assistance to stop such violation.
Intellectual Property Rights. The Service and all intellectual property rights therein are licensed to You, not sold. All rights in the Service not provided to You under this Agreement are retained by Appian and its licensors. You agree not to challenge directly or indirectly Appian’s ownership rights in the Service or its ability to license or provide the Service in whole or in part on Your own intellectual property rights or those of Your affiliates, agents, or clients, nor shall You use the Service for the purpose of allowing another party to challenge Appian’s ownership rights in the Service or its ability to license or provide the Service in whole or in part based on such other party’s intellectual property rights.
DATA. As between the parties, the Data belongs to You. You are responsible for responding to any notices sent to You (or any User) by any third party claiming that the Data violates such party’s rights. You grant Appian a worldwide, irrevocable, royalty-free, nonexclusive, sublicensable right during the term of this Agreement to use the Data in providing the Service.
CONFIDENTIALITY
Confidential Information. “Confidential Information” means any information disclosed in writing or orally by one party (the “Discloser”) to the other Party (the “Recipient”) and includes (a) information marked as confidential, (b) the Service, and (c) information that is reasonably understood to be confidential under the circumstances of disclosure or the nature of the information disclosed.
Non-Disclosure. The Recipient agrees to use the same degree of care to avoid unauthorized use or disclosure of the Discloser’s Confidential Information as it uses to protect its own information and data of like importance, but in no event using less than a reasonable degree of care. Acting in accordance with the foregoing standard, the Recipient agrees to disclose the Discloser’s Confidential Information only to its employees or Users (or, in the case of Appian, authorized subcontractors) who (i) have a need to know the same, and (ii) are subject to binding confidentiality obligations with the Recipient that are at least as restrictive regarding limitations on use and disclosure as those in this Section.
Exceptions. The foregoing restrictions will not apply to information that (a) is known to the Recipient at the time of receipt, (b) has become publicly known through no wrongful act of the Recipient, (c) has been rightfully received from a third party authorized to make such communication without restriction, (d) has been independently developed by the Recipient as evidenced by written records, (e) has been approved for release by written authorization of the Discloser, or (f) is required by law to be disclosed; provided that if the Recipient is required to disclose the Discloser’s Confidential Information pursuant to an order under law, the Recipient must, if lawful, promptly notify the Discloser and cooperate in all reasonable respects with the Discloser’s requests in connection with obtaining a protective order.
TERM, TERMINATION AND SUSPENSION
Term. These terms shall be effective as of the date You accepted this Agreement and shall continue in effect as long as You have access to the Service under this Agreement.
Termination.
a. For Cause. Either Party may terminate this Agreement at any time with written notice to the other Party.
b. Suspension. Upon providing You with written notice, Appian may immediately suspend Your privilege to use the Service, which suspension shall be without any liability to Appian if Appian has reason to believe: (i) You or Your Users are using the Service in any manner to (A) interfere or attempt to interfere with the functionality or proper working of the Service, including but not limited to participating in any flooding or denial or service activities of any kind, or (B) engage in, promote or facilitate illegal activities; or (ii) the Data (A) infringes, violates or misappropriates any rights of Appian or any third party; (B) constitutes defamation, invasion of privacy or publicity, or otherwise violates any applicable law or regulation, (C) contains malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code, or (D) contains any Sensitive Prohibited Information.
c. Effect of Termination. Upon the effective date of termination, Appian may terminate Your and Your User’s use of the Service.
WARRANTY AND DISCLAIMERS
Disclaimer. THE SERVICE IS PROVIDED ON “AS IS” AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES ARE DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY IN NO EVENT SHALL APPIAN BE LIABLE TO YOU UNDER ANY CAUSE OR ACTION (INCLUDING CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) ARISING FROM OR OUT OF THIS AGREEMENT FOR (a) ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, AND (b) ANY DIRECT DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION ARE INDEPENDENT OF ANY LIMITED REMEDY SET FORTH HEREIN, SHALL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU AGREE THAT APPIAN’S LIMITATION OF LIABILITY IS APPROPRIATE GIVEN THE FREE NATURE OF SERVICE.
INDEMNIFICATION
You shall at Your expense indemnify and defend Appian against any claim brought by a third party against Appian alleging that the Data infringes the rights of any third party. Appian shall provide prompt notice of any claim for which defense is sought hereunder and will provide You with sole control of the defense against any such claim, provided that You may not enter into a settlement requiring Appian to make payment, take an action, or refrain from acting without Appian’s consent, which shall not be unreasonably withheld, conditioned or delayed.
NOTICE. Any formal legal notices required or permitted to be given under this Agreement shall be in writing and shall be sufficiently given if sent by first class certified mail, or overnight delivery service using a reputable courier service, postage prepaid to Appian Corporation at 7950 Jones Branch Dr, McLean, VA 22102, attention: General Counsel or, in the case of notice to You, by email to the e-mail address provided in the Appian Cloud Trial signup process. Each Party will inform the other in writing of any change in the address to which notices should be sent.
GENERAL
Governing Law and Choice of Forum. The validity, construction, and interpretation of this Agreement and the rights and duties of the parties shall be governed by the laws of the Commonwealth of Virginia, excluding its principles of conflict of laws, and the controlling laws of the United States of America, as applicable. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved in the courts having original jurisdiction over the County of Fairfax, Virginia and You consent to the exclusive jurisdiction of such courts with respect to any lawsuit.
Relationship. This Agreement does not create a joint venture, partnership, employment, or agency relationship.
Severability. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose.
Waiver. The waiver by either Party of a breach or right under this Agreement will not constitute a waiver of any other or subsequent breach or right.
Assignment. This Agreement shall be binding and inure to the benefit of the parties and their respective and permitted successors and assigns. Appian may use subcontractors to assist in performing this Agreement, provided Appian remains responsible for any subcontractor’s compliance with the applicable terms of this Agreement. Neither Party may assign this Agreement without the consent of the other Party, except in the event of a corporate reorganization, merger, acquisition, or sale of all or substantially all of such Party’s assets.
Entire Agreement. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes any previous communications, representations or agreements between the parties, whether oral or written. This Agreement may be amended only through a written agreement signed by duly authorized representatives of the parties.
Survival. Provisions herein which by their nature extend beyond the termination of this Agreement shall remain in effect until fulfilled.
Last revised July 8, 2020.
