These Pigment Trial Terms and Conditions (these "Terms") constitute a binding contract between you ("Customer," "you," or "your") and Pigment SAS ("Pigment", "we", "us", or "our"). These Terms govern your access to and use of the Solution (defined below), which you desire to access and use solely for your internal trial evaluation purposes.
THESE TERMS TAKE EFFECT WHEN YOU CLICK THE "AGREE" BUTTON BELOW (the "Effective Date"), INDICATING YOUR ACCEPTANCE. BY CLICKING ON THE "AGREE" BUTTON BELOW YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; AND (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS AND, IF ENTERING INTO THESE TERMS FOR AN ORGANIZATION, THAT YOU HAVE THE AUTHORITY TO DO SO ON ITS BEHALF.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK THE "AGREE" BUTTON BELOW AND CLOSE THIS WINDOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SOLUTION.
1.1 We offer a SaaS solution to businesses to facilitate business planning including the creation of dynamic reports, plans and forecasts as well as real-time modelling (the "Solution").
1.2 We have agreed to grant you access to the Solution and related materials and information solely for trialling and demonstration purposes.
1.3 These Terms set out the conditions upon which we agree to provide you with access to and use of the Solution.
1.4 Upon termination or expiry of these Terms, you will have the option of entering into a full licensing agreement, on terms to be agreed with Pigment, for use of the Solution.
1.5 Capitalised terms used in these Terms shall have the meaning as set out in the Online MSA unless stated otherwise. For the avoidance of doubt, the Online MSA does not otherwise apply to your use of the Solution under these terms during the Trial Term.
2.1 These Terms shall commence on the Effective Date, and, subject to earlier termination in accordance with section 7 below, continue in force for a period of 90 days, after which it shall automatically expire unless we otherwise agree to an extension by confirmation in writing (email sufficient) ("Trial Term").
3.1 The Solution is provided to you free of charge during the Trial Term. However, in consideration of the provision of the Solution to you, you agree to comply with these Terms.
4.1 The Solution is provided to you free of charge during the Trial Term. However, in consideration of the provision of the Solution to you, you agree to comply with these Terms.
4.2 Subject to your compliance with these Terms, we hereby grant to you a non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable and limited licence to access and use the Solution for the sole purpose of trialling of the Solution during the Trial Term.
4.3 If you provide us with any comments, questions, suggestions, use cases or other feedback relating to the Solution (“Feedback”), you agree that we may freely use and exploit such Feedback in connection with any of our products and services without any obligation or compensation to you.
5.1 You acknowledge that the Solution is provided to you for trialling and demonstration purposes only and you are responsible for backing up all data. You are also responsible for your use of the results generated by your use of the Solution.
5.1 Each party (as applicable) shall comply with the terms and conditions of Pigment’s Data Protection Addendum, Security Addendum, and Acceptable Use Policy, all of which are incorporated into these Terms by this reference.
6.1 Each party (as “Receiving Party”) agrees that all business, technical and financial information it obtains from the other party (as “Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Receiving Party agrees to: (i) use the Confidential Information of the Disclosing Party only to perform or exercise its rights granted under these Terms; (ii) treat all Confidential Information of the Disclosing Party in the same manner as it treats its own proprietary information, but in no case with less than reasonable care; and (iii) disclose the Disclosing Party’s Confidential Information only to employees and contractors of the Receiving Party who have a need to know such information, provided that any recipient shall be subject to obligations of confidentiality substantially similar to these Terms. The Receiving Party shall be liable for the non-compliance of an employee or contractor.
6.2 Notwithstanding Section 6.1, the Receiving Party’s confidentiality obligations shall not apply to information which: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure, or is approved for release by written authorisation of the Disclosing Party; (iv) is independently developed or created by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law or governmental regulation, provided that, when legally permissible, the Receiving Party provides reasonable notice to Disclosing Party of such required disclosure and reasonably cooperates with the Disclosing Party in limiting such disclosure.
6.3 Each party acknowledges that any breach of this Section 6 may cause irreparable harm for which monetary damages are not a sufficient remedy. Therefore, the parties agree that upon any threatened or actual breach of this Section 6 by Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies may be available to it.
7.1 Either party may terminate these Terms by providing the other party with a fourteen (14) days’ advanced written notice (including email). In addition, either party may terminate these Terms with immediate effect by providing the other party with written notice (including email) if: (i) the other party commits a material breach of the Terms and fails to remedy such material breach within ten (10) days after receiving written notice (including email) requiring it to remedy that breach; or (ii) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, administrative receivership, liquidation or assignment for the benefit of creditors or any similar process under the laws of any jurisdiction, where such proceedings are not dismissed within ten (10) days.
7.2 Upon termination or expiry of these Terms, for any reason, (i) all licenses granted under these Terms shall cease and your access to the Solution will be disabled; and (ii) each party will return any Confidential Information of the other or permanently destroy any such Confidential Information expect to the extent otherwise required under applicable law.
7.3 Termination or expiry of these Terms shall not affect the continuing validity and enforceability of any provision in these Terms that is expressly or by implication intended to continue in force. The following sections shall expressly survive termination or expiry of these Terms: Sections 4.1, 4.3, 5.2, 6, 7.2, 7.3, 8 and 9.
8.1 The Solution is provided on an "as is" and “as available” basis for trialling and demonstration purposes only. No warranties, whether express or implied, are made by Pigment in respect of any information, functionality, performance or your use of the Solution. All such warranties are excluded to the fullest extent permitted by law.
8.2 We do not warrant, represent or guarantee that: (a) the Solution is accurate, complete or up to date; (b) the Solution will be constantly available or meet your requirements; (c) access to the Solution will be uninterrupted; and/or (d) there will be no delays, failures, errors or omissions with respect to the Solution.
8.3 We shall have no liability to you for any business losses you may incur, including but not limited to, loss of data, loss of profits, loss of goodwill, corruption of data or for any indirect special or consequential losses arising out of or in connection with your use of the Solution.
8.4 Nothing in these Terms shall limit or exclude our liability to you for: (i) death of personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be validly limited or excluded by law.
8.5 Subject to paragraph 8.4, each party’s maximum aggregate liability to the other arising out of or in connection with your use of the Solution shall not exceed the sum of $10,000 (ten thousand US dollars).
9.1 These Terms and any dispute or claim arising out of or in connection with it, its subject matter or formation will be governed by and construed in accordance with the laws of the country specified in the table below depending on your registered office location without regard to conflicts of laws rules.
9.2 Competent courts located within the jurisdiction specified in the table below shall have that exclusive jurisdiction for actions arising under or in connection with these Terms depending on your registered office location.
9.3 These Terms supersede any previous agreement or understanding between you and us relating to the subject matter hereof.
9.4 If any provision of these Terms is found to be illegal, invalid or otherwise unenforceable by a court, arbitrator or regulator, then, where required, that provision shall be deleted from the Terms and the remaining provisions of the Terms will continue to be enforceable.
9.5 Nothing in these Terms is intended, nor shall operate, to create a partnership, agency relationship or joint venture of any kind between the parties.
9.6 If we decide not to exercise or enforce any right that we may have against you at a particular time, then this does not prevent us from later deciding to exercise or enforce that right.
9.7 These Terms are not intended to be for the benefit of, and shall not be enforceable by, any person other than the parties.