SOFT4REALESTATE CLOUD SOFTWARE SOLUTION ONLINE TRIAL AGREEMENT
This is a legal agreement (“Agreement”) between You and Softera Baltic (“Softera”) stating the terms and conditions that govern your use of the Soft4ealEstate Cloud Software Solution Online Trial. If you are entering into this Agreement on behalf of a company or legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” and “your” shall refer to such entity. By using the Soft4ealEstate Cloud Software Solution Online Trial, you are agreeing to all of the terms and conditions stated herein. If you do not agree to these terms, do not use the Soft4ealEstate Cloud Software Solution Online Trial.
1. Agreement Definitions
“Softera” refers to Softera Baltic, a company with the office at Donelaicio str. 62, Kaunas, Lithuania. “You” and “your” refers to the individual or entity that has ordered the Soft4ealEstate Cloud Software Solution Online Trial by having sent the Trial Order Form from cloud.soft4realestate.com website or otherwise having used the Soft4ealEstate Cloud Software Solution Online Trial.
The terms “Soft4RealEstate Cloud Software Solution Trial”, the “Trial”, the “services” and the “software” mean the service offerings that Softera makes available through this webportal, including any Soft4RealEstate Cloud Software, technology platform and other materials that Softera makes available as part of the services for your access and use with the Trial environment. The Soft4ealEstate Cloud Software Solution Trial may be used for trial, non-production purposes only.
The term “Soft4RealEstate programs” refers to the software products owned or distributed by Softera to which Softera grants you access as part of the services, including user guides, and any program updates provided as part of the services.
The term “users” means those individuals authorized by you or on your behalf to use the services.
The term “your applications” means all software programs that you or any user create using the services, including any source code for such programs.
The term “your content” means all software (other than your applications), data, and data files provided by you or any user and that reside on, or run on or through, your Trial environment.
2. Ownership and Restrictions
You retain all ownership and intellectual property rights in and to your content and your applications. Softera retain all ownership and intellectual property rights to the services and Softera programs, including derivative works thereof, and anything developed and delivered by Softera under this agreement. You may not, and may not cause or permit others to:
- remove or modify any program or services markings or any notice of Softera’s proprietary rights;
- make the services, including any Softera programs or materials to which you are provided access, available in any manner to any third party;
- modify, make derivative works of, disassemble, reverse compile, reverse engineer, reproduce, distribute, republish or download any part of the services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by Softera programs), or access or use the services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Softera;
- license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the services, Softera programs or materials available, to any third party.
3. Disclaimers and Exclusion of Warranties
The services are provided to you on an “as is” and “as available” basis, and Softera hereby disclaims all express or implied representations, warranties, guarantees, and conditions with regard to (i) the services, including but not limited to software, hardware, systems, networks or environments and (ii) merchantability, satisfactory quality, non-infringement, and fitness for a particular purpose.
Softera does not guarantee that (i) the services will be performed error-free or uninterrupted, or that Softera will correct all errors in the services; (ii) the services will operate in combination with your content or your applications, or with any other software, hardware, systems, or data; (iii) your content and your applications will be secure or not otherwise lost or damaged; and (iv) the services, including any products, information or other material you obtain or purchase from Softera under this agreement, will meet your requirements or expectations. You acknowledge that Softera does not control the transfer of data over communications facilities, including the internet, and that the service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Softera is not responsible for any delays, delivery failures, or other damage resulting from such problems. You are solely responsible for any content, application or non-Softera software that you load into or create within the Trial environment, and agree, at your sole cost and expense, to defend Softera against any claim and indemnify Softera from any damages, liabilities, costs and expenses or the settlement agreed to by you, arising out of or in any way connected with any such content, application or non-Softera software. Softera is not responsible for the security of any content, application or software that you load into or create within the Trial environment. Softera reserves the right to make changes or updates to the services, Softera programs and Trial at any time without notice.
4. User Accounts
To use the services, you must have a Soft4RealEstate Trial account. Access to and use of password protected or secure areas of the Trial site is restricted to authorized users only. You may not share your password(s), account information, or access to the Trial site. You are responsible for identifying and authenticating all users, for approving access by such users to the services, for controlling against unauthorized access by users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating your and your users’ Single Sign-On with Softera, you accept responsibility for timely and proper termination of user records in your local (intranet) identity infrastructure and on your local computers. Softera is not liable for any harm caused by users, including individuals who were not authorized to have access to the services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in your local identity management infrastructure or your local computers. You are responsible for all activities that occur under your and your users’ passwords or accounts or as a result of your or your users’ access to the Trial site, and agree to notify Softera immediately of any unauthorized use. You agree to make every reasonable effort to prevent unauthorized third parties from accessing the Trial.
5. Support Services
The Soft4ealEstate Cloud Software Solution Online Trial provides an opportunity for current and potential Softera customers to experience Softera Cloud Software Solution before purchasing the software. The Trial is provided as a convenience and you agree that Softera is not obligated to provide any technical support, phone support, or updates for the services or for any Softera program accessed or used within the Trial environment. As a Trial user, you might contact Softera by email at firstname.lastname@example.org or using dedicated Helpdesk system to request assistance with questions or problems experienced during the use of the Trial.
6. End of Agreement
Services provided under this agreement shall be provided for the Trial Period defined above unless earlier terminated in accordance with this agreement. At the end of the Trial Period, all rights to access or use the services, including any Softera programs that are part of the services, shall end. You may discontinue your use of the services at any time. Softera may terminate your password, account, and access to or use of the services at any time for any reason. You acknowledge and agree that Softera has no obligation to retain your content and applications, and that your content and applications will be irretrievably deleted within 30 calendar days following the termination of the services. Provisions that survive termination or expiration of this agreement are those, which by their nature are intended to survive.
7. Fees and Taxes
The services under this agreement are provided to you free of charge during the Trial Period.
By virtue of this agreement, you may have access to information that is confidential to Softera, including but not limited to the services and Softera programs, and any information related to the services and Softera programs (“Softera Confidential Information”). Softera Confidential Information shall not include information which: (i) is or becomes a part of the public domain through no act or omission of the other party; or (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (iv) is independently developed by the other party. You agree, both during the term of this agreement and for a period of one year after termination of this agreement and of all licenses granted hereunder, to hold Softera’s Confidential Information in confidence. You agree not to make Softera’s Confidential Information available in any form to any unauthorized third parties. You agree to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this agreement.
9. Entire Agreement
You agree that this agreement including the information, which is incorporated into this agreement by written reference (including reference to information contained in a URL or referenced policy), is the complete agreement for the services ordered by you, and that this agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services. If any term of this agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this agreement. It is expressly agreed that the terms of this agreement shall supersede the terms in any purchase order or other non-Softera document and no terms included in any such purchase order or other non-Softera document shall apply to the services ordered. This agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed by authorized representatives of you and of Softera. Notwithstanding the foregoing, Softera may make changes to the services and this agreement, and you agree that your continued use of the services constitutes your acceptance of, and agreement to, such changes.
10. Limitation of Liability
In no event shall Softera be liable to you or any third party for any indirect, incidental, special, punitive, or consequential damages, or any loss of revenue or profits, data, or data use, arising out of or related to this agreement, whether in contract or tort, or otherwise, even if Softera has been advised of the possibility of such damages. In no event shall Softera’s total liability to you under this agreement for all damages exceed the amount of two hundred United States dollars ($200.00).
Export laws and regulations of the European Union and any other relevant local export laws and regulations apply to the services. You agree to comply fully with export laws and regulations of the European Union and any other applicable export laws (“Export Laws”) to assure that none of the services (including technical data), any services deliverables provided under this agreement, or any direct products thereof, are: (i) exported, directly or indirectly, in violation of this agreement or Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
12.1. Softera is an independent contractor and we each agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance. Softera reserves the right to provide the services from locations, and/or through use of affiliates and subcontractors, worldwide.
12.2. You are responsible for obtaining at your sole expense any rights and consents from third parties necessary for your content, your applications, and other vendors’ products provided by you and used with the Trial environment, including all rights and consents to such content, applications and products necessary for Softera to provide the services.
12.3. This agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the substantive law of Sweden. All arguments and/ or disagreements which arise through this Agreement or because of it should be settled by negotiations between both sides. If the Parties cannot come to an agreement within 30 days, the argument shall be settled in the Arbitration Court of the Chamber of Commerce, Stockholm, Sweden under the rules of conciliation and arbitration of the Stockholm Chamber of Commerce by one or more arbitrators appointed in accordance with those rules. The language to be used in the arbitration shall be English.
12.4. If you have a dispute with Softera, you will promptly send written notice to the email email@example.com or firstname.lastname@example.org. Softera may give notice applicable to Softera’s Cloud services customer base by means of a general notice on the Soft4realestate portal for the services, and notices specific to you by electronic mail to your e-mail address on record in Softera’s account information or by written communication sent by first class mail or pre-paid post to your address on record in Softera’s account information.
12.5. You may not assign this agreement or give or transfer the services or an interest in them to another individual or entity.
12.6. Except for actions for breach of Softera’s proprietary rights, no action, regardless of form, arising out of or relating to this agreement may be brought by either party more than 6 months after the cause of action has accrued.
12.7. Softera may use software tools to audit and otherwise request information from you regarding your use of the services. You agree to cooperate with Softera’s audit and provide reasonable assistance and access to information.
12.8. You understand that Softera’s business partners are independent of Softera and are not Softera’s agents. Softera is not liable for nor bound by any acts of any such business partner, unless the business partner is providing services as Softera’s subcontractor on an engagement ordered under this agreement.
13. Force Majeure
Neither of us shall be responsible for events outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event.
14. Your Content
Softera makes no assurances that any of your content or your applications loaded into the Trial environment will be secured or that such data will remain confidential. You acknowledge that the Soft4ealEstate Cloud Software Solution Online Trial is not designed for use with production data (including business content and personal information) and accordingly, you shall not include any production data in your content or use the services for any commercial purpose. Softera reserves the right at its sole discretion to delete, at any time and for any reason, any content, application or software in the trial environment, and any such content, application or software may become permanently lost if so deleted. Softera has no obligation to monitor your content and your applications, but at its sole discretion, may access, monitor, and/or review your activity, content and applications in the environment. You agree to provide any notices and obtain any consents related to your use of the services and Softera’s provision of the services, and you shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your content and your applications. You warrant and represent that your content and your applications do not contain any viruses, Trojan horses, worms or other components that would limit or harm the functionality of a computer including Softera’s Cloud services. Except where expressly authorized by Softera, you agree not to collect or store personal data about other users. You agree that Softera has no obligation to retain or archive any content or applications posted on the Trial site. At the end of the Trial Period, Softera will disable the Trial accounts and in 30 calendar days remove any associated content and your applications. Your content, including text and images, may be disclosed as required by law without your prior consent. Softera will use diligent efforts to inform you, to the extent permitted by law, of any request for such disclosure promptly upon receipt of such request. You remain solely responsible for your regulatory compliance in connection with your use of the services.
15. Restrictions on Use of the Services
You agree not to use or permit use of the services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Softera under this agreement, Softera reserves the right to remove or disable access to any material that violates the foregoing restrictions. Softera shall have no liability to you in the event that Softera takes such action. You agree to defend and indemnify Softera against any claim arising out of a violation of your obligations under this section.
16. Third Party Web Sites, Content, Products and Services
The services may enable you to add links to Web sites and access to material, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. Softera is not responsible for any third party Web sites or third party material provided on or through the services. You bear all risks associated with the access and use of such Web sites and third party material, products and services.
“Feedback” shall mean any input regarding Softera’s products and/or services (including the Soft4RealEstate Cloud Software Solution Trial), including changes or suggested changes to Softera’s current or future products and/or services. Notwithstanding anything that you may note or state in connection with providing Feedback, all Feedback provided by you shall not be considered confidential information and shall be received and treated by Softera on a non-confidential and unrestricted basis. You agree that Softera or its licensors retain all ownership and intellectual property rights (including all derivatives or improvements thereof) in and to any Feedback provided by you or any other party, and acknowledge that Softera may use the Feedback for any purpose, including but not limited marketing and to display, market, sublicense and distribute such Feedback as incorporated or embedded in any product or service distributed or offered by Softera.