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Subscription for the 14-Days Free Trial Agreement

The followings are terms of a legal agreement between you and Qalgo GmbH. By clicking the box indicating your acceptance, you acknowledge that you have read, understood, and agreed to be bound by these Terms and to comply with all applicable laws and regulations. If you do not agree with these Terms, please do not click the box indicating your acceptance and you may not use our Services.

This Agreement governs your acquisition and use of our Services. If you register for a 14 Days Free Trial for one of our Synapcus Applications the applicable Terms of this Agreement including also the General Terms will also govern your Free Trial. If you are entering into this Agreement on behalf of a Company, you stipulate that you have the authority to bind such Entity to these Terms.

You may not access our Services if You are Our direct competitor. In addition, You May not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on May 1st, 2016. It is effective between You and Us as of the date of You are accepting this Agreement.

1. DEFINITIONS

“Agreement” means this Subscription Agreement.

“Beta Services” means services or functionalities that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, developer preview, non-production, evaluation, or by a similar description.

“Content” means information obtained by SFDC from publicly available sources or third party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.

“Documentation” means the applicable User Guides and Compliance documentation, as updated from time to time, accessible via [domaine].synapcus.com or login to our website.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Us.

“Purchased Services” means Services that You purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

“User” means an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.

“We,” “Us” or “Our” means the Qalgo GmbH Company described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).

“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have signed Order Forms.

“Your Data” means electronic data and information submitted by you.

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. FREE TRIAL

If You register on Our website or through any other Order Form for a Free Trial, we will make one or more Services available to You on a trial basis free of charge until the earlier of
a. The end of the free trial period for which You registered to use the applicable Service(s), or
b. The start date of any Purchased Service subscriptions ordered by You for such Service(s), or
c. Termination by Us in our sole discretion.
Additional trial terms and conditions may appear on the trial registration webpage. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY DELETED UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, APPLICABLE UPGRADED SERVICES OR EXPORT SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.

Please review the applicable Services™ Documentation/User Guide during the trial period so that You become familiar With the features and functions of the Services before You make Your purchase.

3. OUR RESPONSIBILITIES

3.1. Provision of Purchased Services.

We will

a. make the Services and Content available to You pursuant to this Free Trial Agreement and the applicable Order Forms,
b. provide applicable standard support for the Services to You at no additional charge, and/or upgraded support if purchased,
c. use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for:
i. planned downtime (of which We shall give 48 hours advance electronic notice as provided in the Documentation)
ii. any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, or denial of service attack.

3.2. Protection of Your Data.
We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except
a. to provide the Purchased Services and prevent or address service or technical problems,
b. as compelled by law, or
c. as You expressly permit in writing.

3.3. Our Personnel.
We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.

3.4. Beta Services.
From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services or not in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, Our reservation of rights and Your obligations concerning the Services, shall apply equally to Your use of Beta Services.

Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

4. USE OF SERVICES AND CONTENT

4.1. Subscriptions.
Unless otherwise provided in the applicable Order Form, Services and access to Content are purchased as subscriptions.

4.2. Usage Limits.
Services and Content are subject to usage limits, including the number of Users specified in Order Forms. Unless otherwise specified,
a. a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users,
b. a User’s password may not be shared with any other individual, and
c. Except as set forth in an Order Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content.
If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 5.2 (Invoicing and Payment).

4.3. Your Responsibilities.
You will be responsible
a. for Users™ compliance with this Agreement, Documentation and Order Forms
b. for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data
c. to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use
d. to use Services and Content only in accordance with this Agreement
Documentation, Order Forms and applicable laws and government regulations
e. to comply with terms of service of any Non-Qalgo Applications with which You use Services or Content.
You will not
a. make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You, unless expressly stated otherwise in an Order Form
b. resell, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in an outsourcing offering
c. use a Service or Non-Qalgo Application to store or transmit Malicious Code
d. attempt to gain unauthorized access to any Service or Content
e. permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation
f. copy a Service or any part, feature, function or user interface thereof
g. copy Content except as permitted herein or in an Order Form or the Documentation
h. frame any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation
i. access any Service or Content in order to build a competitive product or service or to benchmark with a Non-Qalgo product or service

Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services. However We will use reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation.

4.4. Remove all of Content of Non-Qalgo Applications.
If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-Qalgo Application hosted on a Service by You may violate Our External-Facing Services or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-Qalgo Application. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-Qalgo Application until the potential violation is resolved.

5. FEES AND PAYMENT FOR PURCHASED SERVICES

5.1. Fees.
You will pay all fees specified in Order Forms. Except as otherwise specified in an Order Form
a. fees are based on Services and Content subscriptions purchased, and not actual usage
b. payment obligations are non-cancelable and fees paid are non-refundable
c. the quantities purchased cannot be decreased during the agreed minimum subscription period.

5.2. Invoicing and Payment.
You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set for this in Section (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form.

If the Order Form specifies that payment will be made by a method other than a credit card, We will Invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 14 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

5.3. Overdue Charges.
If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies,
a. those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, and/or
b. We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).

5.4. Suspension of Service and Acceleration.
If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 15 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations Under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

5.5. Payment Disputes.
We will not exercise Our rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and are cooperating diligently to resolve the dispute.

5.6. Future Functionality.
You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

6. PROPRIETARY RIGHTS AND LICENSES

6.1. Reservation of Rights.
Subject to the limited rights expressly granted hereunder, We reserve all of Our right, title and interest in and to the Services and Content, including all of Our related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

6.2. Access to and Use of Content.
You have the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.

6.3. License to Host Your Data and Applications.
You grant Us limited-term license to host, copy, transmit and display Your Data as reasonably necessary for Us to provide the Services in accordance with this Agreement.

6.4. License to Use Feedback.
You grant to Us, perpetual, irrevocable free License to use and incorporate into Our any suggestion, enhancement request, recommendation, correction or other feedback provided by You relating to the operation of Our services.

7. CONFIDENTIALITY

7.1. Confidential Information.
a. Your Confidential Information includes Your Data;
b. Our Confidential Information includes the Services and Content;
c. Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
However, Confidential Information does not include any information that
i. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party
ii. was known to the Receiving Party prior to its disclosure by the Disclosing Party, without breach of any obligation owed to the Disclosing Party
iii. is received from a third party without breach of any obligation owed to the Disclosing Party
iv. was independently developed by the Receiving Party.

7.2. The Receiving Party
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information in order to
i. not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and
ii. except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.
Neither party will disclose the terms of this Agreement or any Order Form to any third party without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate will remain responsible for such Affiliate’s compliance with this “Confidentiality” section.

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

8.1. Representations
Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2. Our Warranties.
We warrant that during an applicable subscription term
a. this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your Data,
b. we will not materially decrease the overall security of the Services,
8.3. Disclaimers.
Content and Beta Services are provided “As IS” exclusive of any warranty whatsoever. Each Party disclaims all liabilities and indemnification obligations for any damages caused by any THIRD-PARTY hosting providers.