eTask-it Free Trial User Agreement
THIS AGREEMENT relates to the time-limited use of eTask-it for a free evaluation period.
BACKGROUND:
A. (A) eTask Technologies ltd (the “Supplier”) has developed a certain Project Automation software application, denominated “eTask-it” (“eTask-it” or “Software”) which it makes available to subscribers via the internet.
B. (B) YOU: the customer (“Customer”) wishes to use the Supplier's service on a free-from-payment trial basis for a period of 30 days for the purpose of evaluating the Software.
C. (C) By clicking the button “I Accept” below, the Customer agrees to receive the Supplier's service subject to the terms and conditions of this Agreement.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION - The definitions and rules of interpretation in this clause apply in this Agreement".
1.1. Authorised Users" means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
1.2. "Change of Control" means the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.
1.3. "Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.
1.4. "Customer Data" means the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
1.5. "Documentation" means the document made available to the Customer by the Supplier online via esom.etask.it or such other web address notified by the Supplier to the Customer from time to time, which sets out a description of the Services and the user instructions for the Services.
1.6. "Effective Date" means the date of this Agreement.
1.7. "Initial Subscription Term" means the initial term of this Agreement as set out in Schedule 2 - Subscription Term.
1.8. "Services" means the services provided by the Supplier to the Customer under this Agreement via esom.etask.it or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.
1.9. "Software" means the online software applications provided by the Supplier as part of the Services.
1.10. "Virus" means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.11. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.12. A Customer can be an individual, corporate or unincorporated body (whether or not having separate legal personality) [and that person's legal and personal representatives, successors or permitted assigns].
1.13. A reference to writing or written includes faxes but not e-mail.
2. AGREEMENT PERIOD AND TERMINATION
2.1. This Agreement is valid for an evaluation period of thirty (30) calendar days (“Free Evaluation Period”) beginning from the date the Customer accepts this Agreement. At the end of the thirty days period the Customer must enter a formal paid subscription agreement with the Supplier in order to continue using the Software.
2.2. This Agreement shall be effective for the duration of the Free Evaluation Period. It can be terminated in writing at an earlier date by either of the parties in accordance to the terms set in this Agreement.
2.3. In case of material breach of this Agreement by the Customer, the Supplier reserves the right to suspend the use of the Software without written notice and may terminate the service up to ten (10) days prior to the written notice.
3. FREE EVALUATION – AUTHORISED USER SUBSCRIPTIONS
3.1. Subject to the Customer agreeing to the Free Evaluation Period, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Free Evaluation Period solely for the Customer's internal business operations.
3.2. The Customer is solely responsible for the data entered in eTask-it and acknowledges that the Supplier acts only as a passive data storage in respect of the data uploaded in eTask-it.
3.3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
3.3.1. Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.3.2. Facilitates illegal activity;
3.3.3. Depicts sexually explicit images;
3.3.4. Promotes unlawful violence;
3.3.5. Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
3.3.6. Causes damage or injury to any person or property
3.3.7. Violates any third party’s proprietary rights, intellectual property or privacy rights
And the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
3.4. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
3.4.1. Attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
3.4.2. Access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
3.4.3. Use the Services and/or Documentation to provide services to third parties;
3.4.4. Subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users,
3.4.5. Attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under clause 3.1
3.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
3.6. The Customer shall not grant Authorised User status, transmit or share documentation, reports and other information that can be reasonably defined at Intellectual property of the Supplier, to any person that the Customer knows as being employed or in any way affiliated to a competitor of the Supplier.
3.7. The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
4. MAXIMUM USERS IN FREE EVALUATION PERIOD
4.1. The Customer is authorised to create additional Authorised Users into the Software up to a maximum of 20 Authorised Users.
4.2. The Suppliers reserves the right to delete any additional Authorised Users created above the limit in clause 4.1 unless previously agreed in writing following a request from the Customer.
5. CUSTOMER DATA
5.1. The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. The Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf;
5.3. The Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4. The Customer has the right at any time during the Free Evaluation Period to extract the Customer Data from the System subject to the functionality of the System
5.5. At the end of the Free Evaluation Period, or at an earlier termination date as per clause 2.2, the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request. The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data
6. CUSTOMER'S OBLIGATIONS
6.1. The Customer shall comply with all applicable laws and regulations with respect to its activities under this Agreement;
6.2. Ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement.
7. CHARGES AND PAYMENT
7.1. The software is provided by the Supplier to The Customer free of charge for the Free Evaluation Period in accordance to the terms listed in this Agreement
7.2. If the Customer shall decide to continue using the Software beyond the time limit of the Free Evaluation Period, it will have to subscribe to the paid Software in a separate agreement
8. INTELLECTUAL AND PROPRIETARY RIGHTS
8.1. The Customer acknowledges and agrees that the Supplier owns all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
9. CONFIDENTIALITY
9.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
9.1.1. Is or becomes publicly known other than through any act or omission of the receiving party;
9.1.2. Was in the other party's lawful possession before the disclosure;
9.1.3. Is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
9.1.4. Is independently developed by the receiving party, which independent development can be shown by written evidence; or
9.1.5. Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
9.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
9.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
9.6. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
9.7. This clause 9 shall survive termination of this Agreement, however arising.
10. INDEMNITY
10.1. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:
10.1.1. The Customer is given prompt notice of any such claim;
10.1.2. The Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
10.1.3. The Customer is given sole authority to defend or settle the claim.
11. LIMITATION OF LIABILITY
11.1. ALL WARRANTIES ARE HEREBY EXPLICITLY DISCLAIMED. THE SUPPLIER SHALL NOT BE LIABLE IN ANY WAY TO THE CUSTOMER OR ANY OTHER PARTY FOR ANY DAMAGE, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUES OF ANY KIND.
11.2. The Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
11.3. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement;
11.4. The Services and the Documentation are provided to the Customer on an "as is" basis.
11.5. Nothing in this Agreement excludes the liability of the Supplier:
11.5.1. For death or personal injury caused by the Supplier's negligence; or
11.5.2. For fraud or fraudulent misrepresentation.
11.6. The Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
11.7. In any case, the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
12. FORCE MAJEURE
The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
13. WAIVER
13.1. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
13.2. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
14. ENTIRE AGREEMENT
14.1. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
14.2. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
15. THIRD PARTY RIGHTS
15.1. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16. NOTICES
16.1. Any notice required to be given under this Agreement shall be in writing and shall be delivered by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this Agreement.
16.2. A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
17. GOVERNING LAW AND JURISDICTION
17.1. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
17.2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
This Agreement has been entered into on the date stated at the beginning of it. AS WITNESS the hands of the parties hereto or of their duly authorised representatives the day and year first above written
