60-Day Free Trial Use of Webomates TAAS Platform

This Free-Trial Registration Agreement (this "Agreement") contains the terms and conditions that govern your access to and use of the 60-Day Trial Use of the Webomates TAAS platform ("Free Trial" or, "Service"as defined below), and is an agreement between Webomates ("Webomates," "we," "us," or "our") and you or the entity you represent ("you"). This Agreement takes effect when you click an "I Accept," presented with these terms or, if earlier, when you access or use the Service (your acceptance and/or your access date(s) are the "Effective Date"). By accepting this Agreement, you agree to be legally bound by its terms. You represent to Webomates that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent that you have legal authority to bind that entity. Capitalized terms not otherwise defined in this Agreement shall have the respective meanings assigned to them in Section 13 below.

1. Registration Authorizations

Subject to the terms of this Agreement and the applicable Policies and Order, Webomates authorizes you to access and use the Free Trial solely for your internal business use, or for your customer by and through Authorized Users. This Free Trial authorization is limited, nonexclusive and nontransferable.

2. Free Trial

Webomates will make the Service available to you without charge for a period of 60 days as part of a Free Trial, until such termination at the earlier of (a) the end of the period for which you registered to use the Service without payment, (b) the start date of any Order you enter into to pay for the Service, or (c) termination by Webomates at any time in its sole discretion. Additional free use, trial, and conditions may appear on the applicable registration web page or in the applicable Order. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. If you enter an Order to pay for the Service, then your use of the Service will be subject to a separate Master Registration Agreement.

3. Use of Customer Data

You hereby grant Webomates a worldwide, non-exclusive, royalty-free right and license during the Order Term to use, reproduce, transmit, perform, display and store Customer Data for the purposes of Webomates and, subject to Section 12.2, solely for the purposes of its Affiliates and third-party Providers providing and supporting the Service for your benefit. Subject to the confidentiality obligations contained in Section 7, you agree Webomates may additionally use Customer Data: (a) to maintain, evaluate, develop and improve its products and services; and (b) in aggregate form only, not attributable to you, for research, gathering, compiling, analyzing and marketing purposes. The Privacy Policy does not apply to Customer Data. Webomates shall not redistribute Customer Data without our prior written consent.

4. Privacy and Security

User Personal Data is required by Webomates to provide and support the Service, for example, to authenticate Authorized Users and to respond to requests for Support. You shall ensure that all User Personal Data is accurate and correct at all times during the Order Term. Webomates shall only use User Personal Data in accordance with the Privacy Policy and Applicable Law. Except for limited User Personal Data, you acknowledge the Service is not intended for use by you or any Authorized User to transfer, process, use or store information relating to an identified or identifiable natural person, and you agree to not use the Service for such purpose.

4.1. Without limiting the foregoing, you represent and agree that you shall not include in Customer Data any Sensitive Personal Information. For such purpose, "Sensitive Personal Information" means any information that: (a) must be protected in accordance with specific or heightened security requirements imposed by applicable law or industry standards; or (b) would require notification to government agencies, individuals or law enforcement if subject to unauthorized access, use or disclosure. Examples of Sensitive Personal Information include without limitation government-issued identification numbers (such as driver's license numbers or Social Security numbers), financial account numbers, nonpublic personal information (as defined by the Financial Services Modernization Act of 1999 and applicable regulations), cardholder data (as defined by the PCI DSS), and protected health information (as defined by the Health Insurance Portability and Accountability Act of 1996 and applicable regulations).

5. Requirements and Restrictions

5.1. You shall be solely responsible for providing, installing and maintaining at your own expense all equipment, facilities and services necessary to enable Authorized Users' access and use of the Service.

5.2. You shall be strictly responsible for the performance of your Affiliates and their personnel (including employees and contractors) and Authorized Users, and their use of the Service and Support, in compliance with this Agreement. Without limiting the foregoing, you represent and agree that: (a) you or your licensors have all rights in the User Personal Data and Customer Data (including without limitation having provided all notices and received all consents and authorizations) required for the Parties to perform their respective obligations and exercise their respective rights in connection with this Agreement; and (b) you shall be solely responsible for ensuring that the use of User Personal Data and Customer Data that Authorized Users post, send or otherwise make available using the Service complies with the Acceptable Use Policy, all Applicable Laws, and any other legal or contractual restrictions relating to User Personal Data or Customer Data.

5.3. Subject to Webomates's compliance with the Privacy Policy, you are solely responsible for ensuring the security and confidentiality of all User Personal Data. Without limiting the foregoing, you shall use commercially reasonable efforts to prevent unauthorized access or use of the Service, and shall contact Webomates promptly if: (a) User Personal Data related to the Service, or any associated password is lost, stolen or disclosed to an unauthorized person; or (b) you reasonably believe the Service has otherwise been compromised.

5.4. No provision of this Agreement includes the right to, and you shall not, directly or indirectly: (a) enable any person or entity other than Authorized Users to access and use the Service; (b) modify or create any derivative work based upon the Service; (c) engage in, permit or suffer to continue any copying or distribution of the Service; (d) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the Service (except to the extent such restriction is limited under Applicable Law); (e) access the Service in order to build a competitive solution or to assist any third party to build a competitive solution; (f) remove, obscure or alter any proprietary notice related to the Service; or (g) use or permit others to use the Service other than as described in this Agreement, the Policies and Documentation, or for any unlawful purpose. In the event Webomates believes that you are violating any of the terms set forth in this Section, in addition to any other remedies available at law or in equity, Webomates will have the right to suspend your (or any Authorized User's) access to and use of the Service for so long as is reasonably necessary to address such potential violation. Webomates shall notify you of any such suspension by email and in advance (except in urgent or emergency situations), and work with you in good faith to resolve the potential violation.

5.5. Each Party hereby represents and warrants to the other that the representing Party has the authority to enter into and perform this Agreement, and such Party's entering into this Agreement, and performance of its obligations and exercise of its rights under this Agreement, do not and will not violate any Applicable Laws.

6. Proprietary Rights

6.1. Subject only to the limited rights expressly granted in this Agreement, as between you and Webomates, you will retain all right, title and interest in and to the Customer Data and all intellectual property rights therein.

6.2. You may provide Webomates with bug reports, suggestions or other feedback related to the Service (collectively, "Feedback"). By submitting any such feedback, you hereby assign to Webomates all right, title and interest in and to such feedback together with all intellectual property rights therein. Notwithstanding your Feedback, Webomates does not guaranty to undertake any action on your Feedback.

6.3. The Service, together with all know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, user interfaces, techniques, methods, applications, libraries, documentation or other technology and materials of any kind, or any enhancement thereto, used or made available by Webomates to you or any Authorized User in connection with the Service and Support, constitute or otherwise involve valuable intellectual property rights of Webomates and all right, title and interest in and to the foregoing will, as between the Parties, be owned by Webomates. No title to or ownership of the Service, or any intellectual property rights associated therewith, is transferred under this Agreement and Webomates reserves all rights not otherwise expressly granted herein.

7. Confidentiality

7.1. As used in this Agreement, "Confidential Information" means any information disclosed by one Party, its Affiliates, business partners or their respective employees, contractors or agents (the "Discloser") that is designated as confidential, either orally or in writing, or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes without limitation: (a) information relating to the Discloser's or its Affiliates' technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that the Disclosure is obligated to keep confidential; (c) Customer Data; and (d) the terms of this Agreement. However, Confidential Information does not include any information that: (i) was known to the Party that receives any Confidential Information (the "Recipient") prior to receiving the same from the Disclosure in connection with this Agreement [other than receipt of such information from another third party Authorized User of the Service which disclosure would be in violation of this Agreement]; (ii) is independently developed by the Recipient without reference to or use of the Discloser's Confidential Information; (iii) is acquired by the Recipient from another source without restriction as to use or disclosure; or (iv) is or becomes publicly available through no fault or action of the Recipient.

7.2. Each Party reserves any and all right, title and interest (including any intellectual property rights) that it may have in or to any Confidential Information that it may disclose to the other Party under this Agreement. The Recipient shall protect Confidential Information of the Disclosure against any unauthorized use or disclosure to the same extent that the Recipient protects its own Confidential Information of a similar nature against unauthorized use or disclosure, but in no event shall use less than a reasonable standard of care to protect such Confidential Information. The Recipient shall use any Confidential Information of the Disclosure solely for the purposes for which it is provided by the Discloser. This Section will not be interpreted or construed to prohibit: (a) any use or disclosure which is necessary or appropriate in connection with the Recipient's performance of its obligations or exercise of its rights under this Agreement; (b) any use or disclosure required by applicable law, provided that the Recipient uses reasonable efforts to give the Disclosure reasonable advance notice thereof to afford the Disclosure an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information; or (c) any use or disclosure made with the consent of the Disclosure. In the event of any breach or threatened breach by the Recipient of its obligations under this Section, the Disclosure will be entitled to seek injunctive and other equitable relief to enforce such obligations. These obligations of confidentiality shall survive expiration or termination of this Agreement.

8. Publicity

You agree that Webomates may publicly disclose that it is [or has been] providing the Service to you and may use your company name and logo to identify you as a customer in promotional and marketing materials, including press releases.

9. Effect of Termination

Upon expiration or earlier termination of your free use of a Service: (a) all rights granted to you with respect to the Service and Support will terminate effective as of the effective date of termination; and (b) Webomates shall have no obligation to provide the Service to you or Authorized Users after the effective date of the termination and, (c)) each party will return to the other party (or destroy) such other party's Confidential Information and confirm same with the other party. Termination of this Agreement is not an exclusive remedy and the exercise of either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

10. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT:

10.1. THE SERVICE, SUPPORT AND ALL OTHER ITEMS MADE AVAILABLE BY WEBOMATES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WEBOMATES ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (a) ERRORS, MISTAKES OR INACCURACIES OF CUSTOMER DATA OR INFORMATION POSTED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE, (b) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM the USE OF THE SERVICE OR SUPPORT, (c) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR (d) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY NOT UNDER WEBOMATE'S CONTROL.

10.2. NEITHER PARTY MAKES ANY WARRANTY OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. Indemnification

We mutually agree to defend, indemnify and hold harmless, each party, its affiliates and their respective employees, contractors, agents, representatives, officers and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt or expenses (including without limitation attorneys' fees) arising out of or related to any claim, suit, action or proceeding by a third party arising out of or relating to Customer Data or each party (or an Authorized User's) use of the Service, or breach of this Agreement or violation of Applicable Law.

12. Miscellaneous

12.1. You may not assign, transfer or sublicense all or any of your rights or obligations under this Agreement without Webomates express prior written consent, and any purported assignment in violation of this Section is void. Webomates may assign, transfer or sublicense all or any of Webomates rights or obligations under this Agreement without restriction.

12.2. In the ordinary course of its business, Webomates uses third-party service providers (collectively, "Providers") to support the provision of the Service and Support generally (i.e., not specifically for you). For instance, Webomates currently uses Amazon Web Services (AWS) to host the Service. In addition, Webomates may provide the Service or Support through one or more Affiliates. Webomates reserves the right to engage and substitute Providers and Affiliates as it deems appropriate, but shall remain responsible to you for (a) provision of the Service and Support and (b) the actions and omissions of its Providers and Affiliates undertaken in connection with this Agreement.

12.3. The Parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one Party as an employee, agent, representative, joint venture partner or servant of another.

12.4. Webomates shall have no liability to you, Authorized Users or third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control, including without limitation acts of God or nature, fires, floods, strikes, civil disturbances or terrorism or interruptions in power, communications, satellites, the Internet or any other network that are beyond its reasonable control.

12.5. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, without reference to its choice of law principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York County, New York, USA, and the Parties expressly consent to personal jurisdiction and venue in those courts. The parties agree to receive service of any notifications, including service of court filed documents, via email and overnight courier, and specifically waive right to personal and/or statutory service.

12.6. The Parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one Party as an employee, agent, joint venture partner or servant of another.

12.7. Webomates shall have no liability to you, Authorized Users or third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control, including without limitation acts of God or nature, fires, floods, strikes, civil disturbances or terrorism or interruptions in power, communications, satellites, the Internet or any other network that are beyond its reasonable control.

12.8. This Agreement and any Order may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement or any Order by fax or by email of a scanned copy, or execution and delivery through an electronic signature service (such as DocuSign), shall be effective as delivery of an original executed counterpart of this Agreement or the relevant Order.

13. Definitions

Capitalized terms not otherwise defined in this Agreement shall have the respective meanings assigned to them in this Section 13.

13.1. "Authorized User" means your individual employee, agent or contractor who is authorized by you or the applicable Affiliate to access and use the Service pursuant to the terms of the applicable Order and this Agreement.

13.2. "Affiliate" means, with respect to a Party, a business entity that directly or indirectly controls, is controlled by or is under common control with, such Party; "control" (including the terms "controlled by" and "under common control with") means the direct or indirect ownership of more than 50% of the voting securities of a business entity.

13.3. "Applicable Laws" means any and all governmental laws, rules, regulations or orders that are applicable to a particular Party's performance under this Agreement.

Conditions of use, notices, and revisions

We may periodically alter our Terms of Service. Please check these pages frequently to see the most recent changes.

If you have any questions, complaints, or remarks about these terms, contact our Data Protection Officer at [email protected].

Webomates
Attn: Data Protection Officer
[email protected]
1177 High Ridge Road,
#212, Stamford, CT 06905