WalkMe™ FOR MICROSOFT DYNAMICS
FREE TRIAL END USER LICENSE AGREEMENT (EULA)
Last Revised: November 29, 2021
This Free Trial End User License Agreement (EULA) between you as the person or legal entity licensing the Services (the “User” or “you”) and WalkMe Ltd. and its affiliates (collectively, “WalkMe”, “we” or “us”) governs the use of the free-trial version of our WalkMe UI Intelligence feature for Microsoft Dynamics (“MS Dynamics”) that gives you insight into your and your employees’ interaction with MS Dynamics (the “Trial Feature”). By clicking “submit” when requesting the Trial Feature, or by downloading, installing, or using the Trial Feature, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions of this EULA.
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 AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “USER” OR “YOU” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE TRIAL FEATURE.
ANY SOFTWARE PROVIDED IN CONNECTION WITH THE TRIAL FEATURE IS BEING LICENSED AND NOT SOLD TO YOU.
1. TRIAL USE
The terms of this EULA govern installation, access, and free trial use of the Trial Feature, which enables you to uncover and gain insight concerning user interaction with the MS Dynamics application. The Trial Feature offers limited functionality, including a limited version of [WalkMe Insights]. WalkMe Insights is an analytics dashboard that provides information about how individuals interact with published engagement and guidance content.
2. ACCOUNT AND PASSWORDS
The activation of your User account is required in order to install and enjoy the Trial Feature (collectively, an “Account”). Upon receipt of your request for access to the Trial Feature, WalkMe will send you by email a link to a website where you can activate your User account by providing your first and last name.
You must also create a password to activate and access your Account. You are responsible for maintaining the confidentiality of your Account and password and you must not disclose this information to any other person or entity. You also acknowledge that your Account and password are personal to you and agree not to provide any other person with access to the Trial Feature using your Account or password. You agree to notify us immediately of any unauthorized access to or use of your Account or password or any other breach of security at [email protected] You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
3. RIGHTS TO ACCESS AND USE; LICENSE
Except as otherwise specified herein, WalkMe is granting you a limited personal, non-exclusive, non-assignable, non-transferrable, non-sublicensable, revocable (at WalkMe’s discretion) license to download, access and use the Trial Feature and any applicable software components invoked by the Trial Feature during its intended operation.
The terms of this EULA do not entitle you to any right to access or use any portions or functionality of WalkMe’s web-based digital adoption platform or other services offered by WalkMe (the “WalkMe Platform”), except and only to the extent that any of the foregoing may be invoked or used by the Trial Feature as supplied by WalkMe.
4. USE RESTRICTIONS
You agree not to, whether by yourself or anyone on your behalf,: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Trial Feature (or any part thereof); (ii) use the Trial Feature in connection with any spam, unsolicited mail, harassment, wire fraud or similar conduct; (iii) interfere with or violate any third party’s right to privacy or other rights including intellectual property rights, or harvest or collect personally identifiable information about any users of the Trial Feature without their express consent,; (iv) use or attempt to use the Trial Feature to gain unauthorized access or use of the WalkMe Platform or features thereof; (v) interfere with or disrupt the operation of the WalkMe Platform, or the servers or networks that host the WalkMe Platform, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (vi) sell, license, or exploit for any commercial purposes any use of or access to the Trial Feature; (vii) use the Trial Feature for any illegal, immoral or unauthorized purpose; or (xiii) use the Trial Feature in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
In the event that you provide WalkMe with any suggestions, comments or other feedback relating to the Trial Feature or any other products or services of WalkMe (collectively, “Feedback”), you hereby grant to WalkMe a worldwide, nonexclusive, irrevocable, royalty-free license to use all such Feedback for any purpose. You represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations, and shall promptly inform WalkMe as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided.
6. PRIVACY AND DATA PROTECTION
Solely to the extent necessary for the use of the Trial Feature, WalkMe may from time to time be provided with, or have access to, information of Customer, which may qualify as Personal Data (as defined in the DPA). The parties’ rights and obligations with respect to personal data processing activities, if any, shall be subject to the Data Processing Agreement (“DPA“) available at: https://www.walkme.com/walkme-dpa-september21/.
7. INTELLECTUAL PROPERTY RIGHTS
The Trial Feature, WalkMe Platform, and the design, logos, graphics, icons, images, and the selection, assembly and arrangement thereof, and any and all intellectual property rights pertaining thereto, are owned by and/or licensed to WalkMe, and are subject to copyright and other applicable intellectual property rights under U.S. and Israeli laws, foreign laws and international conventions. The terms of this EULA do not grant you any rights to or under any of the foregoing other than the rights explicitly granted herein.
8. THIRD PARTY COMPONENTS
The Trial Feature may use or include third-party software, files and components that are subject to open source and/or third party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Trial Feature is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and the terms of this EULA, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components.
9. DISCLAIMER OF WARRANTIES
YOU ACKNOWLEDGE THAT THE TRIAL FEATURE IS PROVIDED AT NO CHARGE, AND THAT YOUR USE OF THE TRIAL FEATURE IS AT YOUR OWN RISK. THE TRIAL FEATURE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WALKME DOES NOT WARRANT THAT THE TRIAL FEATURE IS ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WALKME BE LIABLE FOR (i) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (ii) FOR LOSS OF USE, BUSINESS, REVENUES, OR PROFITS; IN EACH CASE, EVEN IF WALKME WAS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL WALKME’S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE EXCEED ONE THOUSAND UNITED STATES DOLLARS ($1,000). You acknowledge that the Trial Feature is provided at no-charge, under a free trial reflecting the allocation of risk set forth in this EULA and that WalkMe would not enter into this agreement or offer the Trial Feature at no charge without these limitations on its liability and the disclaimers of warranty.
11. DIRECT MARKETING
You hereby agree that we may use your contact details provided by you through signing up for the Trial Feature for purpose of informing you regarding our other products and/or services, which may interest you, to contact you by telephone (including texting), and to send to you other marketing material, transmitted by e-mail and notices. You may revoke your consent to any individually targeted communications at any time by contacting us at [email protected]
12. TERM AND TERMINATION
The term of the free trial license granted hereunder will be for a fixed period of sixty days after the date of activation of your Account (the “Trial Period”). After the end of the Trial Period your account will be deactivated and all rights granted to you shall immediately cease and expire.
WalkMe has the right to terminate or suspend your access to all or part of the Trial Feature during the Trial Period for any or no reason, including without limitation, any violation of this EULA.
Any claim relating to the Trial Feature or use of the Trial Feature will be governed by and interpreted in accordance with the laws of the State of New York, without reference to or application of its conflict-of-laws principles. Any dispute arising out of or related to your use of the Trial Feature will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the Southern District of New York, New York. If any provision of the terms of this EULA is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the terms of this EULA and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense, or otherwise transfer any or all of your rights or obligations under the terms of this EULA without WalkMe’s prior express written consent. No waiver by either party of any breach or default hereunder will be effective unless in writing, nor deemed to be a waiver of any preceding or subsequent breach or default. Notices to you may be made via email or regular mail.