LiveOffice Mail Archive

Trial Agreement

This LiveOffice Mail Archive Trial Agreement (the "Trial Agreement") is entered into and to be performed at Torrance, California between LiveOffice, LLC ("LiveOffice"), and a prospective customer ("Customer") and is entered into to facilitate evaluation of the services provided by LiveOffice and to allow LiveOffice and Customer to evaluate the feasibility of entering into a LiveOffice Mail Archive Master Services Agreement which either party may enter into in its sole and absolute discretion.

A. LiveOffice shall provide Customer with no-cost trial access to its LiveOffice Mail Archive service for up to two weeks (the "Trial Period"). Customer acknowledges that LiveOffice is providing services gratuitously in order to allow Customer to evaluate LiveOffice’s services. Customer’s use of the service pursuant to this Trial Agreement shall be for evaluation purposes only. LiveOffice or Customer may terminate this Trial Agreement at anytime with or without cause. LiveOffice may terminate access to the Service at any time, with or without cause. LiveOffice shall have no right, duty or obligation to store or retain any data pursuant to this Trial Agreement.

B. During the Trial Period, Customer shall remain solely responsible for complying with all laws, rules and regulations regarding the management and administration of its electronic messaging system. Customer agrees to comply with the terms and conditions of the LiveOffice Acceptable Use Policy and Privacy Policy (the "Policies") as published or posted on LiveOffice’s website at www.LiveOffice.com and as may be periodically amended by LiveOffice. The Policies are hereby incorporated into this Trial Agreement.

C. The services and all intellectual property rights relating to the services are and shall remain the exclusive property of LiveOffice or its affiliates.

D. No party will disclose any Confidential Information (as hereinafter defined), except to affiliates, employees and agents and only to the extent necessary to exercise rights and fulfill obligations under this Trial Agreement. Each party shall take reasonable care to protect Confidential Information. A recipient may also disclose Confidential Information when required by law after giving reasonable notice to discloser. "Confidential Information" is information disclosed by one party to the other party under this Agreement that is marked as confidential or would normally under the circumstances be considered confidential information of the disclosing party. Confidential Information does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was rightfully given to the recipient by another party.

E. IN NO EVENT WILL LIVEOFFICE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL), ARISING OUT OF OR IN CONNECTION WITH THIS TRIAL AGREEMENT OR THE PERFORMANCE OR OPERATION OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES HERETO ACKNOWLEDGE THAT LIVEOFFICE IS PROVIDING ACCESS TO THE SERVICE GRATITIOUSLY AND THAT IN NO EVENT WILL LIVEOFFICE BE LIABLE FOR ANY DAMAGE OR SUBJECT TO ANY REMEDY EITHER AT LAW OR IN EQUITY.

F. No party may assign or transfer any part of this Trial Agreement without the written consent of the other party. This Trial Agreement is governed by California law excluding California’s choice of law rules and for any dispute relating to this Trial Agreement, the parties consent to personal jurisdiction in the exclusive venue of the Courts of Los Angeles County, California. Any amendment to this Trial Agreement must be agreed upon in writing. No party may make any public statement regarding the relationship contemplated by this Trial Agreement without the other’s prior written approval. There are no third-party beneficiaries to this Trial Agreement. The parties are independent parties, and this Trial Agreement does not create an agency, partnership or joint venture. The prevailing party in any lawsuit or other action to enforce the terms of this Trial Agreement shall be entitled to recover all costs and attorney’s fees.

G. This Trial Agreement and any attachments expressly referenced herein constitute that parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements. The parties acknowledge that, except as expressly provided by this Trial Agreement, herein, no rights, duties or obligations are created between LiveOffice and Customer by this Trial Agreement. This Trial Agreement may be executed in counterparts, each of which, when taken together shall constitute fully executed originals.