This Service Agreement (this "Agreement") set fort the terms and conditions of your use of a Trial version of Gtmhub's (the "Company") online business analytics services (the "Service")
THIS IS A BINDING AGREEMENT BETWEEN GTMHUB AND YOU (INCLUDING ANY LEGAL ENTITY BY WHICH YOU ARE EMPLOYED OR ON BEHALF OF WHICH YOU ARE USING THE SERVICE, COLLECTIVELY "YOU"). USE THIS SERVICE ONLY AFTER YOU HAVE CAREFULLY READ THIS AGREEMENT. BY USING THE SERVICE, YOU ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE CONFIDENTIALITY PROVISIONS AND LIMITATIONS ON LIABILITY SET FORTH HEREIN. THE SERVICE IS MADE AVAILABLE AS PART OF A FOURTEEN-DAY FREE TRIAL TO THOSE INDIVIDUALS AND ENTITIES WHO REGISTER FOR A TRIAL WITH GTMHUB. IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, PLEASE CONTACT: [email protected] .
As used in this Agreement, the following terms have the following meanings:
"Trial Period" means the fourteen-day period during which the Service is made available to You, which starts upon your online registration. Gtmhub reserves the right at any time to extend the Trial Period with a written notice to You or terminate the Trial Period with or without notice.
"Gtmhub's Technology" means all of Gtmhub's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by Gtmhub in providing the Service.
"Content" means any data or information that You display, transmit, generate, or store using the Service. Content may be comprised of example ("sample") data in order to facilitate your evaluation of the Service.
"Documentation" means the online documentation (including online videos, demonstrations, and similar media) or other documentation provided by Gtmhub describing or otherwise relating to the Service or its use.
"Competitive Purposes" means any and all activities related to the development, design, sale, marketing or support of business analytics products, software or services, other than feedback given to Gtmhub about the Service.
2. RIGHT TO USE SERVICE.
2.1 Ownership. You acknowledge and agree that (i) as between Gtmhub and You, all right, title and interest in and to the Gtmhub Technology and Service and all derivatives thereof (including any and all patents, copyrights, trade secret rights, trademarks and other intellectual property or proprietary rights therein or related thereto) are and shall remain Gtmhub's or its licensors', and this Agreement in no way conveys any right or interest in the Gtmhub Technology, Service or Documentation other than a limited right to use the Service and Documentation in accordance herewith, and (ii) the Gtmhub Technology, Service and Documentation are works protected by copyright, trade secret, and other proprietary rights and laws.
2.2 Evaluation Rights. Subject to the terms and conditions of this Agreement and the other User Qualifications associated herewith, Gtmhub hereby grants to You a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Trial Period solely for Your internal testing and evaluation purposes in considering whether to acquire a non-trial version of Gtmhub's service on which the Service is based.
2.3 Feedback. To the extent that you provide to Gtmhub any suggestions, comments, or other feedback regarding the Service or Documentation, including problems or errors encountered in using the Service, or ideas for enhancements of the Service (collectively, "Feedback"), You hereby assign and agree to assign to Gtmhub all right, title and interest in and to all such Feedback, and all enhancements resulting from such Feedback, and all property rights therein or related thereto, including any and all patent, copyright, trade secret, trademark, and other intellectual property or proprietary rights.
2.4 Passwords. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user ID's, or other login information (collectively, "Passwords") that are provided to You by Gtmhub or that are generated in connection with Your use of the Service. You are fully responsible for all activities that occur on the Service under Your Password(s).
2.5 Obligations. You: (i) shall not attempt to copy, alter, modify, adapt, translate, or create derivative works of the Service, Gtmhub Technology ; (ii) shall not attempt to remove or alter any proprietary notice or legends appearing in the Service, Gtmhub Technology, or Documentation; (iii) shall not disclose or make any Password(s) available to any other person; (iv) shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Service; (viii) shall not use the Service, Gtmhub Technology in any way whatsoever not authorized by this Agreement, including (a) for any Competitive Purposes (as defined in the User Qualifications associated herewith) or to copy any ideas, features or functions of the Service , or (b) for resale, any other commercial exploitation, or any access or use by or for the benefit of any third party.
2.6 Acknowledgment of Risks Related to Content. You represent and warrant that You are the owner, or legal custodian, of all Your Content and have the full authority to display, transmit, generate or store Your Content using the Gtmhub Service. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content. Gtmhub does not guarantee the security of Your Content, or that any of Your Content will be stored or retrievable at any later time. In addition, You acknowledge and accept the risks inherent in using trial software, including the risk that your Content could be deleted, modified or corrupted. Your Content may not be available or useable by You following the Trial Period.
2.7 Suspension, Limitation, or Termination. Gtmhub shall be entitled to terminate the Trial Period, or suspend, terminate, or limit Your access to, and use of, the Service, at any time and for any reason or no reason. Your access to, and use of, the Service may also be suspended for the duration of any scheduled or unscheduled maintenance or downtime, including as a result of power outages, system or Internet failures or other interruptions, or any other acts, omissions, or failures on the part of Gtmhub's third-party providers.
3. Confidentiality. You acknowledge that the Service, Gtmhub Technology, and Documentation embody valuable, confidential, and secret information of Gtmhub and its licensors, the development of which required the expenditure of considerable time and money. During and after the term of this Agreement, You shall not, without the prior written consent of Gtmhub, use (except as expressly permitted herein), or disclose to any other person or third party, any part of the Service, Gtmhub Technology, or any other information that you receive or learn in Your activities hereunder relating to the Gtmhub Technology, Service, or the non-trial version of Gtmhub's service on which the Service is based. Without limiting the foregoing, You may not publish or disclose to any third party the results of any benchmark or other tests performed on the Service.
4. SUPPORT. During the Trial Period, Gtmhub will provide You with technical and non-technical support related to the Gtmhub Service and Technology. Support will be provided through an email ticketing system in business days with a 48 hour response time.
5. DISCLAIMER OF WARRANTIES. The Service (including any related support and documentation) is made available to You on a trial basis and is provided "AS IS", without warranty of any kind. Gtmhub DOES NOT MAKE ANY, AND SPECIFICALLY DISCLAIMS ALL, representations and WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. Without limiting the foregoing, Gtmhub does not warrant that: (i) the Service will meet Your requirements; or (ii) the Service will operate without interruption or be error free. Furthermore, Gtmhub is not responsible for delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet. It is acknowledged that the Service may be subject to limitations, delays, and other problems inherent in the use of the Internet, servers and services provided to Gtmhub by third-party providers, and similar network and communications infrastructure.
6. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL GTMHUB, OR ITS DIRECTORS, OFFICERS, EMPLOYEES, TECHNOLOGY PARTNERS, AFFILIATES OR AGENTS BE LIABLE UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THE SERVICE OR THIS AGREEMENT, INCLUDING LOSS OF DATA OR PROFITS, WHETHER OR NOT GTMHUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT SUCH LIMITATION IS FAIR AND REASONABLE IN LIGHT OF THE TERMS UNDER WHICH THE SERVICE IS BEING MADE AVAILABLE TO YOU. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY STATED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
7. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless Gtmhub, licensors, resellers, officers, employees, technology partners, affiliates and agents from and against any suit, proceeding, assertion, damages, cost, liability, penalties, fines and expenses (including court costs and reasonable attorneys' fees) arising from or related to from your use or misuse of the Service.
8. TERM AND TERMINATION. This Agreement will remain in effect until the end of the Trial Period, unless terminated earlier by written notice from Gtmhub to You. Upon termination of this Agreement, You shall make no further use of the Service. Termination of this Agreement shall not affect any obligations accrued prior thereto. Sections 2.1, 2.3, 2.5, 2.6, 3, 6 and 7 herein, and the User Qualifications associated herewith, shall survive termination of this Agreement.
9.1 Compliance with Laws. You agree to comply with all laws and regulations relating to Your use of the Service and Documentation, including without limitation those relating to export and import, privacy, and personal data protection.
9.2 Assignment. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. You may not assign or otherwise transfer this Agreement or any of Your rights or obligations hereunder.
9.3 Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the substantive laws of Republic of Bulgaria without regard to its conflict of laws principles. The parties expressly disclaim the provisions of the United Nations Convention on Contracts for the International Sale of Goods. You hereby: (i) submit to the non-exclusive jurisdiction of any court sitting in the Republic of Bulgaria for the purpose of any action arising out of, or relating to, this Agreement; and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that You are not subject personally to the jurisdiction of such courts. To the extent that any provision of this Agreement is found by a court of competent jurisdiction to be void or unenforceable, such provision shall be without effect and the remainder of the Agreement shall be enforced to the full extent of the law.
9.5 Notices. All notices required or permitted hereunder shall be in writing. Without limitation, any notice to You shall be sufficient, and deemed received immediately, if sent by email to the email address You submitted as part of your Registration Information.
9.6 Interpretation. This Agreement shall be construed and interpreted, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting this Agreement in construing or interpreting the provisions hereof. The section headings used in this Agreement shall be for convenience only and shall not have any substantive effect hereunder.