Beta Cloud Service: TraynMe
These terms and conditions (these “Terms”) shall apply to the Beta Cloud Service (as defined below) as provided by TraynMe OÜ, Harju maakond, Tallinn, Põhja-Tallinna linnaosa, Auna tn 4a, 10317 with corporate registration number: 16776004 (“Provider”).
1 Definitions
1.1 “Beta Cloud Service” means Provider’s cloud-based service product “TraynMe”, as made available under these Terms and designated as “Beta”, “Trial”, “Evaluation” or similar.
1.2“Confidential Information” means information of a confidential or proprietary nature, whether or not specifically labelled or identified as “confidential,” in any form or medium, disclosed by Provider or obtained by Customer in connection with its use of the Beta Cloud Service.
1.3“Customer” means the legal entity executing these Terms.
2 Scope of Use
2.1Provider hereby grants Customer a limited, personal, non-exclusive, non-transferable, non-sublicensable and non-assignable license during the Trial Period to use the Beta Cloud Service solely for internal testing and evaluation purposes.
2.2Except for the licenses and rights granted expressly to Customer in Section , Customer acquires no other licenses or rights in or to the Beta Cloud Service, and no such licenses or rights shall be implied.
2.3The Beta Cloud Service will be provided free-of-charge during the Trial Period.
2.4The Beta Cloud Service are made available during a finite and fixed trial period (the “Trial Period”).
2.5The term of the Trial Period shall be from the Effective Date and continue for a period of fourteen (14) days therefrom. The Trial Period may only be extended, for one or more additional periods, through written agreement between the parties.
3 Account
3.1Each employee or consultant of Customer (each a “User”) that uses the Beta Cloud Service under these Terms is required to register an account (each a “Service Account”) with Provider in order to be given access to the Beta Cloud Service.
3.2By registering an account on behalf of Customer, each User warrants that it is authorised to enter into these Terms on the behalf of Customer and to use the Beta Cloud Service.
3.3Each User shall provide accurate, up-to-date and complete information and keep the Service Account information updated.
3.4Customer is responsible for the activity that occurs on the Service Accounts and for keeping the Service Accounts passwords secure.
4 Intellectual property rights
4.1Nothing contained in these Terms or otherwise shall be deemed by implication or otherwise to transfer any intellectual property rights owned by Provider to Customer and Provider shall continue to own all right, title and interest including, but not limited to, the intellectual property rights in, and to, the Beta Cloud Service. Provider shall have and retain all intellectual property rights in the results of development work relating to Beta Cloud Service and may incorporate the results of any development work into its products and services for use, sale, license or other disposition.
4.2Nothing in these Terms gives Customer a right to use any of Provider’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand feature.
5 Warranties
5.1Customer agrees and acknowledges that the Beta Cloud Service may contain bugs, errors or other issues and is provided “AS-IS” without any warranties or representations.
5.2If the Beta Cloud Service fails to meet any Customer’s expectations, Customer may, as its sole and exclusive remedy, cease to use the Beta Cloud Service and terminate these Terms by providing written notice to Provider. The failure of the Beta Cloud Service to fulfil any Customer’s expectations shall not affect Customer’s obligations or impose any obligation or liability on Provider.
5.3THESE WARRANTIES AND PROVIDER’S AND ITS AFFILIATES’ LIABILITY AND CUSTOMER’S REMEDIES WITH RESPECT THERETO, AS SET FORTH HEREIN, ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, LIABILITIES, REMEDIES, EXPRESS OR IMPLIED, INCLUDING ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM NEGLIGENCE OF PROVIDER OR ITS AFFILIATES, ACTUAL OR IMPUTED, AND NO WARRANTIES, EXPRESS OR IMPLIED REPRESENTATIONS, PROMISES OR STATEMENTS HAVE BEEN MADE BY PROVIDER OR ITS AFFILIATES UNLESS CONTAINED IN THESE TERMS. NO WARRANTY, EXPRESS OR IMPLIED, IS MADE HEREIN THAT THE BETA CLOUD SERVICE OR ANY PARTS THEREOF ARE MERCHANTABLE, OR FIT OR SUITABLE FOR THE PARTICULAR PURPOSES FOR WHICH THE BETA CLOUD SERVICE OR ANY PARTS ARE OR PARTS MAY BE ACQUIRED BY CUSTOMER.
6 Confidentiality
6.1Customer shall observe complete confidentiality with respect to the Confidential Information and shall not disclose Confidential Information to any third party without prior written permission of Provider.
6.2Test results and similar information regarding the functionality and performance of the Beta Cloud Service established by Customer shall solely be used by Customer for its internal review and may not be disclosed to any third party unless so permitted by Provider.
7 Limitation of Liability
7.1Provider’s aggregate liability for claims related to the Beta Cloud Service, shall be limited to one hundred (100) EUR.
7.2In no event shall Provider be liable for any indirect, special, consequential or incidental damages (including but not limited to loss of profits, use data or other economic advantage) arising out of the use of the Beta Cloud Service.
8 Indemnification
8.1Customer shall indemnify, defend and hold harmless Provider at its own expense against any liabilities, claims, actions, damages, costs and expenses (including but not limited to attorney’s fees and costs) incurred by Provider based on a third-party claim as a result of Customer’s misuse of the Beta Cloud Service.
9 Assignment and Subcontracting
9.1 Customer shall not assign these Terms without the express prior written consent of Provider.
9.2Provider shall be entitled to assign these Terms to an affiliated company by providing written notice to Customer.
9.3Any assignee of these Terms shall be subject to all of its terms, conditions and provisions.
9.4Provider shall have the right to subcontract such portions of its undertakings under these Terms as Provider deems appropriate.
10 Governing Law
10.1This Agreement shall be governed by and construed in accordance with the laws of Estonia without reference to or application of any conflict of laws principles.
10.2Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce.
The place of arbitration shall be Stockholm.
The language to be used in the proceedings shall be English.
11 Term
11.1These Terms shall enter into effect upon the date of Customer’s first use of the Beta Cloud Service or Customer’s acceptance of these Terms whichever occurs earlier (the “Effective Date”) and remain in force during the Trial Period.
11.2Provider reserves the right to terminate these Terms and Customer’s use of the Beta Cloud Service at its sole discretion during the Trial Period.
11.3The expiration or termination of these Terms shall not affect or prejudice any provisions of these Terms which are expressly or by implication provided to continue in effect after such termination, including without limitation the following Sections: 4 – 10 and 12.
12 Miscellaneous
12.1If any term or provision of these Terms is found to be illegal or unenforceable, the remainder of these Terms shall remain in full force.
12.2These Terms represents the entire agreement between the parties, and supersedes all prior and contemporaneous, written and oral representations, agreements and negotiations.
12.3These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
12.4Except as expressly set forth herein, no amendment to these Terms shall be effective unless it is in writing, dated subsequent hereto, refers explicitly to these Terms and is signed on behalf of the parties by their duly authorized representatives.
12.5No waiver of any provision of these Terms shall be effective unless in writing signed on behalf of the party against whom the waiver is asserted. No waiver shall be implied from a party’s conduct or failure to enforce its rights under these Terms.
12.6The parties are independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party has the ability to bind the other or to incur any obligation on its behalf.