Terms and Conditions

1. Terminology

For the purposes of this document:

1.1 Activation Date means the date upon which access instructions are sent to Customer.

1.2 Customer refers to the Customer specified in the trial access order.

1.3 Agreement refers to this Trial Service License Agreement.

1.4 Product Authorization Code is a code which, when applied to the Software, allows the Software to operate for its designated term and usage.

1.5 “Documentation” means iQuate’s standard manual related to use of the Services.

1.6 “Services” means the online, Web-based platform and applications that are ordered by you and made available by us pursuant to one or more Subscription Forms (defined below) under this Agreement.

1.7 “Software” means any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form, as well as the related documentation, provided by iQuate to you in connection with the Services.

1.8 “Term” is defined in Section 1 below.

1.9 “User” means any individual who uses the Services on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.

2. Your Relationship with iQuate

2.1 This Agreement is entered into between you (“you” or “Customer”) and iQuate for access to the Services on a trial basis. You will be provided access to the Services for use with unlimited Operating System Instances (OSIs).

2.2 You indicate your agreement with these Terms and Conditions by accessing the Services.

3. Services

3.1 Use of the Services. During the Term, Customer may access and use the Service as specified in the Acceptable Use Policy below.

3.2 Service Revisions. iQuate may revise Service features and functions including without limitation by removing such features and functions or reducing service levels.

4. Term and Termination

4.1 This Agreement commences on the Activation Date and extends for fourteen days.

4.2 Either party may terminate this Agreement with or without cause at any time.

5. Proprietary Rights

5.1 All rights, title, and interest in the intellectual property (including all copyrights, patents, trademarks, trade secrets, and trade dress) embodied in the Software, Documentation and Services, including the methods by which the Services are performed and the processes that make up the Services, shall belong solely and exclusively to iQuate or its licensors, and you shall have no rights whatsoever in any of the above, except as expressly granted in this Agreement.

6. Customer’s Responsibilities and Restrictions

6.1 Customer will comply with the Acceptable Use Policy. Customer will use the Services as specified in the Documentation. Customer will not: (a) use the Services for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Services; (b) provide Service passwords or other log-in information to any third party; (c) share non-public Service features or content with any third party; or (d) access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Service, or to copy any ideas, features, functions or graphics of the Service.

6.2 Customer may not copy, modify, or create a derivative work, collective work, or compilation of the Services, and may not reverse engineer, decompile or otherwise attempt to extract the code of the Software or any part thereof. Customer may not license, sell, assign, sublicense, or otherwise transfer or encumber the Services; and may not use the Services in excess of the authorized number of licensed seats for concurrent users, sites, or other criteria specified in the Subscription Form. In addition, Customer may not access the Services to monitor the Service’s availability, performance, or functionality, or for any other benchmarking or competitive purpose.

7. Warranty; Limitation of Liability

7.1 ALL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY. NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT IQUATE’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

7.2 NEITHER IQUATE NOR THE IQUATE PARTIES WILL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER. NEITHER PARTY SHALL HAVE LIABILITY FOR THE FOLLOWING, (1) LOSS OF REVENUE, INCOME, PROFIT, OR SAVINGS; (2) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF A SYSTEM OR NETWORK OR THE RECOVERY OF SUCH; (3) LOSS OF BUSINESS OPPORTUNITY; (4) BUSINESS INTERRUPTION OR DOWNTIME; OR (5) SERVICES, SOFTWARE OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE.

7.3 IQUATE’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY SOFTWARE, OR SERVICES PROVIDED HEREUNDER) SHALL NOT EXCEED ONE THOUSAND EURO (€1,000).

7.4 THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THE PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK

8. Confidentiality

8.1 In connection with this Agreement, each party may have access to or be exposed to information of the other party that is not generally known to the public, such as software, product plans, pricing, marketing and sales information, customer lists, “knowhow,” or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential (collectively, “Confidential Information”). Confidential Information may not be shared with third parties unless such disclosure is to the receiving party’s personnel, including employees, agents, and subcontractors, on a “need-to-know” basis in connection with this Agreement, so long as such personnel have agreed in writing to treat such Confidential Information under terms at least as restrictive as those herein. Each party agrees to take the necessary precautions to maintain the confidentiality of the other party’s Confidential Information by using at least the same degree of care as such party employs with respect to its own Confidential Information of a similar nature, but in no case less than a commercially reasonable standard of care to maintain confidentiality. The foregoing shall not apply to information that (1) was known by one party prior to its receipt from the other or is or becomes public knowledge through no fault of the recipient; or (2) is rightfully received by the recipient from a third party without a duty of confidentiality. If a recipient is required by a court or government agency to disclose Confidential Information, the recipient shall provide advance notice to other party before making such a disclosure. The obligations with respect to Confidential Information shall continue for two years from the date of disclosure.

9. Entire Agreement; Severability

9.1 This Agreement is the entire agreement between you and iQuate with respect to its subject matter and supersedes all prior oral and written understandings, communications, or agreements between you and iQuate for SaaS Services. No amendment to or modification of this Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Agreement should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of this Agreement will remain in full force and will not be terminated.

10. Choice of Law

10.1 This Agreement shall be governed by the laws of the Republic of Ireland without reference to conflict of law provisions. Jurisdiction shall be exclusive to the High Court of Ireland.

11. Notices

11.1 Notice to iQuate under this Agreement must be in writing and sent by postage prepaid first-class mail or receipted courier service to the address below or to such other address (including facsimile or e-mail) as specified in writing, and will be effective upon receipt:

iQuate

Maple House South County Business Park Leopardstown

Dublin 18

Ireland

Tel:  +353 1 630 2223

Fax: +353 1 642 3454

 


 

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