End User License Agreement

Tr3dent EULA for Transformation Accelerator

tr3dent.wpengine.com

Thank You for selecting the Services offered by Tr3Dent (referred to as “Tr3Dent”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you (“You” or “Your”) and Tr3Dent, a Irish limited company with offices located at Unit 19, GMIT iHUB, Dublin Road, Galway, Ireland (each a Party and collectively the Parties) for the Services accompanying this Agreement. By accepting electronically (by clicking “I Agree”), accessing or using the Services, You agree to these terms. If You do not agree to this Agreement, then You may not use the Services.

1. SERVICES.
   1. Scope of Agreement. This Agreement describes the terms governing Your use of the Tr3Dent online services provided to You on this website, including the Transformation Accelerator content, capabilities, updates and new releases (collectively, the “Services”). It includes by reference any terms provided separately to You for the Services, including but not limited to Tr3Dent’s Privacy Policy available on the website or otherwise provided to You, product or program terms, ordering, activation, payment terms, etc.
   2. Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter Your access to the Services. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. For any material changes, to the extent reasonably possible, we will provide You with reasonable notice posted on the website hosting the Services. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute Your acceptance of and agreement to such changes.
2. YOUR RIGHTS TO USE THE SERVICES.
   1. Limited Usage Rights. The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Tr3Dent. Tr3Dent reserve all other rights in the Services. Until termination of this Agreement and as long as You meet any applicable payment obligations and comply with the terms of (i) this Agreement and (ii) any other agreement between You and Tr3Dent relating to the Services, Tr3Dent grants to You a limited, personal, worldwide, nonexclusive, non-sublicensable and nontransferable right and license to use the Services.
   2. Usage Restrictions. You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree that You will not: (i) provide access to or give any part of the Services to any third party; (ii) reproduce, modify, copy, deconstruct, sell, trade or resell the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services; (iv) access or use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party; or (v) otherwise access or use the Services beyond the scope of the authorization granted under this Agreement. For the avoidance of doubt, and except as otherwise expressly prohibited in this Agreement, You are not restricted from sharing Content created through the Services with any third party in a read-only format; provided, however, any such sharing with third parties is at your own risk, and you agree that Tr3Dent has no liability for any damage or loss of any type that is a result of your sharing Content with any third party.
   3. Suspension or Termination of Usage Rights. Tr3Dent may suspend, terminate or otherwise deny Your access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) Tr3Dent receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Tr3Dent to do so; or (b) Tr3Dent believes, in its sole discretion, that: (i) You have failed to comply with, any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) You have been, or are likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section 2.3 does not limit any of Tr3Dent’s other rights or remedies, whether at law, in equity or under this Agreement.
3. ACCESS TO SERVICES.
   1. Internet Access. You are solely responsible for setting up, maintaining and operating all information technology infrastructure, including computers, software, hardware, and networks, on or through which the Services are accessed or used. In order to use the Services, You must obtain internet access, and pay any service fees associated with such access.
   2. Access Credentials. In order to use the Services, You will be required to register and select Access Credentials (defined herein).  “Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.  You may not bypass or breach any security device or protection used by Tr3Dent or a third party or access or use the Services other than by valid Access Credentials. You shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services. You will manage Your Access Credentials and accept updates. You are responsible for securely managing Your Access Credentials for the Services and agree to contact Tr3Dent if You become aware of any unauthorized access to Your account.
4. TRIAL VERSION.If You registered for a trial use of the Services, You will have access to the Services, without payment of any fee, for a thirty (30) day period from the date You first log in to the Services (“Trial Period”) unless You terminate before the trial period ends. You must decide to purchase a license to the Services within the Trial Period in order to retain access to any Content or data provided or created during the Trial Period. If You terminate before the Trial Period ends or do not purchase a license to the Services by the end of the Trial Period, You will not be able to access or retrieve any of the data or Content You added to or created with the Services during the trial.

5. FEES AND PAYMENT.
   1. Subscription Fees. You shall pay Tr3Dent subscription fees in consideration for Your access to and use of the Services. You may elect:
      1. Individual license paid for as an annual subscription for an annually-billed fee or a monthly subscription for a monthly-billed fee.
      2. Enterprise license paid for as an annual subscription for an agreed upon bundle of licenses for an annually billed fee.
   2. Changes to Fees. Tr3Dent may increase fees for the Services at any time without prior notice to You, but will use commercially reasonable efforts to provide advance written notice to You via the website for the Services or via email.
   3. Taxes. All Fees and other amounts payable under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Tr3Dent’s income.
   4. Payment Terms. Payments will be billed to You in U.S. dollars, and Your account will be debited when You subscribe and provide Your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
      1. You must pay with a valid credit card acceptable to Tr3Dent. If Your payment and registration information is not accurate, current, and complete and You do not notify us promptly when such information changes, we may suspend or terminate Your account and refuse Your use of the Services. If You do not notify us of updates to Your payment method (e.g., credit card expiration date), to avoid interruption of Your service, we may participate in programs supported by Your card provider (e.g., updater services, recurring billing programs, etc.) to try to update Your payment information, and You authorize us to continue billing Your account with the updated information that we obtain.
      2. For enterprise licenses, you may also pay by another payment option Tr3Dent provides you in writing
      3. Tr3Dent will automatically renew Your monthly or annual subscription for the Services at the then-current rates, unless You provide thirty (30) days advance written notice of Your intent to terminate the Services or the Services are otherwise cancelled or terminated under this Agreement.
6. YOUR PERSONAL INFORMATION.You can view Tr3Dent’s Privacy Policy provided with the Services and on the website for the Services. You agree to the applicable Tr3Dent Privacy Policy, and any changes published by Tr3Dent. You agree that Tr3Dent may use and maintain Your data according to the Tr3Dent Privacy Policy, as part of the Services. You give Tr3Dent permission to combine identifiable and non-identifiable information You enter or upload to the Services with that of other users of the Services and/or other Tr3Dent services. For example, this means that Tr3Dent may use Your and other users’ non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for You to compare business practices with other users. Tr3Dent is a global company and may access or store personal information in multiple countries, including countries outside of Your own country to the extent permitted by applicable law.

7. COMMUNICATIONS.Tr3Dent may from time to time send You communications about the Services, such as service announcements, administrative messages, and any other communications. By accessing and using the Services, You agree that Tr3Dent may send these communications to You via email or by posting them on our websites, and that these communications are considered part of the Services.

8. SERVICE PROVIDERS.We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a “Service Provider”). In order for our Service Providers to be able to provide You with certain aspects of the Services, we may share a limited amount of Your data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of Your information for purposes unrelated to the Services.

9. CONTENT
   1. Content License; Restrictions. You are responsible for all materials, data, and personal information (“Content”) uploaded, posted or stored through Your use of the Services. You grant Tr3Dent a worldwide, royalty-free, non-exclusive license to host, copy, transmit and display any Content provided through Your use of the Services. We acquire no right, title or interest from You under this Agreement to any of Your Content. Tr3Dent is not responsible for the Content or data You submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, distribute, engage in or transmit any of the following, including but not limited to:
      1. illegal, fraudulent, defamatory, seditious, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind; or
      2. content that would impersonate someone else or falsely represent Your identity or qualifications, constitutes a false or misleading designation of origin or that constitutes a breach of any individual’s right of privacy or right of publicity;
      3. any disruptive or harmful software, data or other device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby; and
      4. any information, software or Content which is not legally Yours and without permission from the copyright owner or any other intellectual property rights owner.
   2. Community Features. The Services may include a community forum or other social features to exchange Content and information with other users of the Services (“Community Forum”). Tr3Dent does not support and is not responsible for the content in these Community Forums. Please use respect when You interact with other users in a Community Forum. Do not reveal confidential or other information that You do not want to make public.
   3. Right to Monitor. Tr3Dent does not prescreen your content. Tr3Dent may, but has no obligation to, monitor Your Content and other content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Tr3Dent or its customers, or operate the Services properly. Tr3Dent, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
   4. Content Export and Deletion. At any time prior to the expiration or termination of this Agreement, You may download Your Content in a portable document format or other format as designated by Tr3Dent from time to time. Upon request by You made within 30 days after termination or expiration of this Agreement, Tr3Dent will make Your Content available to You for export or download in portable document format. After such 30-day period, Tr3Dent will have no obligation to maintain or provide any Your Content, and may thereafter delete or destroy all copies of Your Content in Our systems or otherwise in Our possession or control, unless legally prohibited, and You will have no further rights to access it.
10. CONFIDENTIALITY
    1. Confidential Information. In connection with this Agreement each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). Subject to Section 6.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”.  Your confidential information includes Your Content; our confidential information includes the Services.
    2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s (or any of its  employees, officers, directors, consultants, agents, independent contractors or end users; collectively referred to herein as “Representatives”) noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
    3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
       1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
       2. except as may be permitted by and subject to its compliance with Section 6.4, not disclose or permit access to Confidential Information other than to its employees, officers, directors, consultants, agents or end users who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 9.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 6.3;
       3. safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and
       4. ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 6.
    4. Compelled Disclosures. If the Receiving Party is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 6.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 6.4, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
11. DISCLAIMER OF WARRANTIES. YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TR3DENT, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. TR3DENT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
12. LIMITATION OF LIABILITY AND INDEMNITY.
    1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF TR3DENT AND ITS SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, TR3DENT AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET TR3DENT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF TR3DENT AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
    2. Indemnification. You agree to indemnify and hold Tr3Dent and its Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of Your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Tr3Dent reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Tr3Dent in the defense of any Claims.
13. TERMINATION. Tr3Dent may immediately, in its sole discretion and without notice, terminate this Agreement or suspend the Services if You fail to comply with this Agreement or if You no longer agree to receive electronic communications. Upon termination You must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Tr3Dent’s rights to any payments due to it. Tr3Dent may terminate a free account at any time.
14. EXPORT RESTRICTIONS. You acknowledge that the Services and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that You will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
15. GOVERNING LAW AND DISPUTE RESOLUTION. Any and all disputes arising out of or in connection with the subject matter, interpretation or enforcement of this agreement, which are not disposed of by agreement between the parties hereto within a period of ninety (90) days, shall be decided solely by arbitration proceedings under the Rules and Procedures of the London Court of International Arbitration. Such arbitration shall be held in London, England.  The Parties also agree that any decision rendered by the arbitrator as provided herein shall be binding on both Parties as though issued by a court which would otherwise have jurisdiction over such issue.  The number of arbitrators shall be one, and the language to be used in the proceedings shall be English.
16. GENERAL. This Agreement is the entire agreement between You and Tr3Dent and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Tr3Dent. However, Tr3Dent may assign or transfer it without Your consent to (a) an affiliate or subsidiary, (b) a company through a sale of assets by Tr3Dent or (c) a successor by merger. Any assignment in violation of this Section shall be void.