AWD Online Trial Agreement

             THIS AGREEMENT is a legal agreement between the individual requesting access to the Online Evaluation named on this online request form (‘Client") and DST Systems, Inc., a wholly-owned subsidiary of SS&C Technologies Holdings, Inc. ("DST"). This Agreement governs your access to and use of AWD Online Trial (“Trial”) described below. You should carefully read these terms and conditions prior to agreeing to them. By clicking below, you acknowledge that you have read the terms and conditions of this Agreement and agree to them.

             WHEREAS, Client has requested that it be able to remotely access and use the AWD Intelligent Automation Platform version 20.2 (the “Software”) on a trial basis only (and not for production);

             NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, DST and Client agree as follows:

  1. Term of Agreement. Client’s right to remotely access and use the Software shall be effective upon approval by DST (the “Effective Date”) and shall remain in full force for a period of fourteen (14) days (the “Term”) or until the right to access and use is terminated by Client or DST upon written notice to the other.
  1. Right to Use. DST grants Client a personal, non-exclusive, limited, non-transferable, revocable, royalty free right to remotely access and use the for the Term specified.  DST retains all right, title and interest to the Software, the Trial and any derivatives, modifications and enhancements, including all intellectual property rights. No rights are granted to you other than as expressly set forth in this Agreement.
  1. Environment. During the Term, DST may make its Software available through the SS&C Private Cloud services for your internal evaluation purposes. You may not use the Trial for developing an application or for operating any application in production.  DST will provide a link which will allow you to access and use the Trial. You will receive a link to register on www.ssctech.com/awd and will then receive the link to access and use Trial.
  1. Fees and Payment Terms. There will be no charge for the Trial, however access to the Software is limited to a single user at the Client.  
  1. Scope of Right to Use. Client shall have the right to remotely access and use the Software or any portion thereof only for evaluation and testing the Software. Under no circumstances may Client access and use the Software or any portion thereof other than for testing and evaluation purposes.        
  1. Obligation of the Parties.
    1. Computer System. Client is responsible for providing all computer and other equipment and facilities (including communications and internet access) necessary for the Trial.
    2. Errors, Problems and Support. During the Term of this Agreement, Client agrees to inform DST of all errors, difficulties or other problems with the Software.  DST will make a reasonable effort to provide Client with support and consultation concerning the Software as DST, in its sole discretion, shall determine.
    3. Software Use: Use the Software and Trial only in accordance with its Documentation and applicable laws and government regulations.                             
  1. Termination. Either party may terminate this Agreement upon five (5) days’ notice to the other party.  Additionally, Client’s right to access and use the Software shall terminate at the end of the Term set forth in Section 1 hereof.  If Client fails to comply with any of its obligations hereunder, DST shall have the right, at any time, to terminate this Agreement with immediate effect.  Upon termination of this Agreement for any reason, DST may terminate Client’s right to access and use the Software and take immediate possession of the associated documentation and other DST Confidential Information wherever located and without demand or notice.  DST will have no liability for any damage, liability, or other losses that you may incur because of any suspension of access to the Trial pursuant to the preceding section.
  1. Proprietary Rights.
    1. DST’s Rights. The Software and all copies thereof, and all information relating to the Software, the SS&C Private Cloud and the Trial regardless of its type or form are proprietary to and the property of DST, and title thereto remains with DST or its affiliates.  All applicable rights in copyrights, trademarks, trade secrets and other intellectual property rights in the Software and all information relating to the Software regardless of its type or form are and will remain in DST.
    2. Client Security. Client shall not sell, transfer, publish, disclose, display, or otherwise make available the Software, the documentation, or any other DST Confidential Information or copies thereof in any form whatsoever, including but not limited to flow charts, logic diagrams, object codes, technical documentation, or other information about the Software to any third parties without prior written approval of DST.  Client agrees to secure and protect the Software, the documentation, or any other DST Confidential Information and copies thereof in a manner consistent with the maintenance of DST’s rights therein and to take appropriate action by instruction or agreement with its employees who are permitted access to the Software to satisfy its obligations hereunder.  Client personnel who have access to, use or work on the Software shall, before being provided access to the Software, be informed of the confidential nature of the Software.
  1. Warranty Disclaimer
    1. DST makes no representations respecting the completeness, accuracy or operation of the Software. Client acknowledges and agrees that access to the Software is provided to and accepted by, Client “AS IS” and DST does not warrant the Software in any way.  The Software is supplied without warranties as to performance or merchantability.  THE SOFTWARE IS SUPPLIED WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER.  ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED .
    2. Client shall have the sole responsibility for adequate protection and backup of its testing data used in connection with the Software.
    3. IN NO EVENT SHALL DST BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, WHETHER SPECIAL, DIRECT, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFIT OR LOST SAVINGS, EVEN IF DST HAS BEEN ADVISED, KNOWS OR SHOULD KNOW OF THE POSSIBLILTY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH DST’S PERFORMANCE HEREUNDER OR THE SALE, USE OF INABILITY TO USE, OR PERFORMANCE OF THE SOFTWARE PROVIDED HEREUNDER. IN NO EVENT SHALL DST’S LIABILITY HEREUNDER BASED ON ANY LEGAL THEORY OR CAUSE OF ACTION EXCEED THE TOTAL AMOUNT PAID TO DST BY CLIENT HEREUNDER.
  1. Confidentiality.
    1. Client recognizes the proprietary right of DST in and to the Software, the SS&C Private Cloud and the Trial. Client acknowledges and agrees that the terms and conditions of the Confidentiality Agreement by clicking accept and will apply to the use by Client of the Software.
    2. Upon completion of its review of the Confidential Information furnished to it by DST (or upon earlier request by DST or termination of this Agreement pursuant to Section 6 above), Client and its employees, representatives and agents: (i) shall return to DST any tangible materials furnished to Client hereunder, and any copies thereof; (ii) shall destroy any analyses, compilations, studies or documents pertaining to the Software and its use or application in whatever form or media made by it or its employees, representatives, and agents; and (iii) shall provide DST, and cause any of its agents (consultants) to which any such information is disclosed to provide DST, with a written statement to that effect.  The obligations of confidentiality and non-disclosure set forth in this Agreement shall survive the return and/or destruction of Confidential Information and the termination or expiration of this Agreement for a period of ten (10) years.  For clarification, upon expiration or termination of this Agreement, DST will delete any images, documents or data input by Client onto the Software (“Electronically Stored Documents”) or, if it is not possible or practical to delete such Electronically Stored Documents, DST will delete any indexes and pointers to such Electronically Stored Documents and otherwise use commercially reasonable efforts to make such Electronically Stored Documents irretrievable.  DST will NOT return to Client any images, documents or data input by Client onto the Software hereunder.  It is Clients responsibility to ensure Client retains alternate copies of such Electronically Stored Documents. 
    3. All of the undertakings and obligations relating to confidentiality and nondisclosure, whether contained in this Section or elsewhere in this Agreement shall survive the termination or expiration of this Agreement.
    4. Based on the temporary test and shared nature of the AWD environment, DST advises Client not to use confidential or company-sensitive data in AWD for use in testing.
  1. Assignment. This Agreement and the right to use granted hereunder may not be assigned or otherwise transferred, in whole or in part, by Client without the prior written consent of DST.
  1. Notice. All communications and notices required or permitted hereunder may be sent to the following addresses:

                                                     DST Technologies, Inc.

                                                     330 W 9 th Street, 7th Floor

                                                     Kansas City, MO 64105

                                                     Attn: Vice President

  1. General. This Agreement supersedes all prior agreements concerning the subject matter herein and may not be changed or terminated except by a written communication signed by the party against whom the same is sought to be enforced.  If any of the provisions of this Agreement are held to be invalid under any applicable statute or rule of law, such provisions or portions thereof are to that extent deemed to be omitted.  The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.  The Client’s remedies in this Agreement are exclusive. 

                           This Agreement shall be governed by the laws of the State of Missouri, without regard to conflicts of laws provisions; and any disputes arising hereunder or in connection with the rights and obligations of this Agreement may be resolved in the State or Federal Courts of Missouri. 

                           This Agreement shall be effective upon clicking Accept.