Pigment Trial Agreement
This Pigment Trial Agreement ("Agreement") applies to any company or organization ("You" or "Your") accessing the Solution for trial and testing purposes, and is entered into between You and the applicable Pigment entity identified in the table below ("We", "Us", "Our" or "Pigment"), based on Your registered office location. Each of You and Us is a "Party" and, collectively, the "Parties". By accepting this Agreement within the Solution, You agree to be bound by its terms.
This Agreement sets out the terms under which We will make the Solution available to You free of charge on a trial basis for evaluation and testing purposes.
It is agreed as follows:
1. Definitions
1.1 Certain capitalized terms used in this Agreement are defined in Section 17.1.
2. Your right to use the Solution
2.1 We will make the Solution available to You and Your Authorized Users by way of a non-exclusive, non-transferable, limited license (without further right to grant sublicenses) as further set out in this Section 2 below. Your use of the Solution will be solely for Your internal evaluation and testing purposes for the Trial Period.
2.2 In relation to the Authorized Users, You warrant and represent that:
(a) You will only permit individuals whom You have duly authorized to access and use the Solution;
(b) You will not allow any Authorized User's access credentials to be used by more than one individual;
(c) if You become aware of any breach of Section 2.2(a) or 2.2(b) above, You will promptly notify Us; and
(d) each Authorized User will keep the credentials used to access the Solution confidential and secure and not share such credentials with anyone else.
2.3 You will not violate the Acceptable Use Policy and We reserve the right to disable Your access to the Solution if You breach the provisions of this Section.
2.4 You acknowledge and agree that for the purposes of this Agreement, You are deemed to have opted in to use of the AI Features pursuant to the AI Addendum.
2.5 You acknowledge that in the event You use Beta Features, additional or other terms may apply. Any obligations or warranties made by Us under this Agreement shall not apply to Beta Features.
2.6 You will use all reasonable endeavors to prevent any unauthorized access to, or use of, the Solution and, in the event of any such unauthorized access or use, promptly notify Us.
2.7 You may not remove Our Marks from the Solution.
2.8 You acknowledge and agree that We may collect, retain and use data relating to how You and Your Authorized Users interact with and use the Solution, including without limitation, Interactive Data. You acknowledge that We act as Controller (as defined by the GDPR) in respect of any Personal Data associated with the Interactive Data and We will process it in accordance with our privacy policy available here. In particular, we may use Interactive Data, including the Personal Data it may contain, to improve, develop and market the Solution as well as Our other product and services and may keep it until the end of the Term. You also acknowledge and agree that, during the Trial Period, We may send You marketing communications about the Solution and Our other products and services. Each such marketing communication will include an option for You to opt out of receiving further marketing communications.
2.9 You acknowledge that We may also process Your Data when You use the Services during the Term. In respect of processing of Your Data, We act as Processor (as defined by the GDPR) and You act as Controller and We process Your Data according to the Data Processing Addendum that forms part of this Agreement.
2.10 We may, at Our sole discretion, impose any limits on Your and Your Authorized Users' usage of the Solution during the Trial Period, including without limitation, limits relating to data load, number of cells, number of Authorized Users, use cases, workspaces, and AI Features usage, and We may vary such limits from time to time without prior notice.
2.11 Following expiry of the Trial Period, We may retain Your Data while the Parties are negotiating terms for an eventual subscription to the Solution. Notwithstanding the foregoing, You may request deletion of Your Data at any time by notifying Us in writing, and We will comply with such request within a reasonable period.
2.12 You shall not, and shall procure that Your Authorized Users shall not, permit any Competitor to access or use the Solution, whether directly or indirectly. You shall not provide, disclose or otherwise make available any information relating to the Solution or its functionality to any Competitor.
2.13 Notwithstanding any other provision of this Agreement, You may grant access to the Solution to authorized service partners of Pigment, provided that such access is solely for the purpose of assisting You in evaluating and testing the Solution and that such service partners comply with the terms of this Agreement.
2.14 You agree that We may modify, adapt and/or update the Solution at any time in Our sole discretion.
2.15 Except as expressly provided in this Agreement, You assume sole responsibility for results obtained from Your use of the Solution, and for conclusions drawn from such use. We will have no liability for any damage caused by errors or omissions in any information or instructions provided to Us by You in connection with the Solution.
2.16 You will be responsible for obtaining all necessary consents, rights or licenses for the use of the Solution in combination with other software. You will indemnify and hold Us harmless against any loss or damage which We may suffer or incur in connection with Your use of the Solution in circumstances where such rights or licenses have not been obtained.
2.17 You acknowledge and agree that Your access to the Solution is granted solely for evaluation and trial purposes. Accordingly, We make no representations, warranties or commitments regarding minimum support or service levels in connection with Your trial access, and We shall have no obligation to provide any such support or service levels during the Trial Period.
2.18 Any support that We elect, in Our sole discretion, to provide to You during the Trial Period shall be provided on a complimentary basis only. The provision of such support shall not be deemed to modify, supplement, or otherwise affect Our obligations under this Agreement, nor shall it create any expectation or obligation for Us to continue providing support at any level following the conclusion of the Trial Period.
3. Our Obligations
3.1 We will provide the Solution:
(a) in compliance with all laws applicable to Our provision of the Solution;
(b) with reasonable care and skill; and
(c) only using employees or consultants who are appropriately skilled and experienced.
4. Your Obligations
4.1 You will:
(a) cooperate with Us in all matters relating to the Solution;
(b) give Us (in a timely manner) all of the information, items and materials needed by Us to effectively provide the Solution to You and ensure that everything You provide to Us is accurate and complete. We will only use Your information, items and materials to provide the Solution and exercise Our rights in accordance with this Agreement. You further agree that Our possession and use of Your supplied materials and information will not cause Us to infringe the rights, including any IPR, of any third party;
(c) comply with all laws applicable to Your use of the Solution;
(d) adhere to (and ensure that Your Authorized Users adhere to) the terms of Section 2 (Your Right to Use the Solution) when accessing and using the Solution; and
(e) obtain and maintain all necessary permissions, licenses and consents required to enable Us to provide the Solution.
5. Addendums
For the purposes of this Agreement, You are deemed to have opted in to use of the AI Features pursuant to the AI Addendum. The following documents are incorporated into and form part of this Agreement by reference, and are available at the URLs notified by Us from time to time:
6. Intellectual Property
6.1 We and/or Our licensors retain ownership of all IPR in the Solution. Nothing in this Agreement transfers any ownership of IPR in the Solution to You.
6.2 All Marks owned or used by Us in the course of Our business are owned by Us or Our licensors. We reserve all IPR in relation to the use of such Marks. You may not use or permit the use of such Marks or any similar marks without Our prior written permission.
6.3 Subject to Section 6.4, We will indemnify You against any loss, damage, liability or reasonable expense incurred by reason of any third party claim that the authorized use of the Solution in accordance with this Agreement infringes the IPR of any unaffiliated third party, except to the extent that:
(a) You prejudice the defence of any such claim; or
(b) such infringement is caused by or contributed to by: (i) Our compliance with Your requirements or instructions; (ii) Your use of the Solution in combination with any third party software or service; or (iii) Your use of the Solution, or Your other acts or omissions, other than in accordance with this Agreement.
6.4 If You become aware of any claim or likely claim of infringement as contemplated by Section 6.3, You shall:
(a) promptly notify Us in writing of the details of the claim;
(b) give Us all reasonable assistance with such claim at Our reasonable cost; and
(c) give Us sole conduct and control over the claim and its settlement or resolution.
6.5 If any portion of the Services are alleged to infringe any third party IPR, We may choose to: (a) procure the rights for You to use the infringing item; (b) replace the infringing portion with a non-infringing equivalent; or (c) modify the infringing portion to make it non-infringing while still providing substantially the same level of functionality in the Services. If, in Our reasonable opinion, subsections (a)-(c) of this Section are not feasible, We may terminate this Agreement upon notice to You with immediate effect.
6.6 You grant Us a non-exclusive, worldwide, sub-licensable, royalty-free, fully paid up right to use Your Data to provide the Solution and exercise Our rights under this Agreement. You will have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.
6.7 You indemnify Us against any loss, damage, liability or expense incurred by reason of any claim that the use or possession of Your Data in accordance with this Agreement infringes the IPR of any third party.
6.8 You grant Us a perpetual, irrevocable, free, exclusive license in all IPR pertaining to the Feedback and Improvements. We may freely use or exploit such Feedback and Improvements in connection with any products or services, without any obligation, liability or compensation to You or anyone else. For the avoidance of doubt, this clause does not assign any IPR ownership to Us in Your Data.
6.9 This Agreement is non-exclusive, and We may provide similar solutions and services to other clients. Nothing will prevent Us from using any know-how (that does not include any of Your Confidential Information or Your Data) acquired in the course of providing the Solution.
7. Limitations of Liability
7.1 NOTHING IN THIS AGREEMENT WILL EXCLUDE OR LIMIT YOUR OR OUR LIABILITY:
(a) FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;
(b) FOR FRAUD OR FRAUDULENT MISREPRESENTATION; OR
(c) THAT CANNOT, AS A MATTER OF LAW, BE LIMITED OR EXCLUDED.
7.2 SUBJECT TO SECTION 7.1:
(a) NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, DATA OR GOODWILL, OR FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT;
(b) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT OF €1,000 (ONE THOUSAND EUROS). FOR CLARITY, THE LIMIT OF LIABILITY IN THE PRECEDING SENTENCE IS CUMULATIVE AND NOT PER-INCIDENT. THIS CAP ON LIABILITY APPLIES SOLELY TO PIGMENT AND DOES NOT LIMIT YOUR LIABILITY TO US; AND
(c) THE LIABILITIES LIMITED BY SECTIONS 7.2(a) AND 7.2(b) APPLY TO THE BENEFIT OF THE PARTIES’ OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND PIGMENT’S THIRD PARTY CONTRACTORS, AS WELL AS: (i) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT (INCLUDING UNDER ANY INDEMNIFICATION OBLIGATIONS), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE; (ii) EVEN IF EITHER PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iii) EVEN IF THE APPLICABLE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT PIGMENT GENERATES NO FEES UNDER THIS AGREEMENT AND INCURS COSTS IN PROVIDING THE SOLUTION ON A TRIAL BASIS, AND HAS THEREFORE ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES AND DAMAGES SET OUT IN THIS SECTION 7 AND SECTION 8, AND THAT SUCH TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US. IF APPLICABLE LAW LIMITS THE APPLICATION OF ANY LIMITATION OF LIABILITY PROVISION HEREIN, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.
(d) YOU MUST BRING ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WITHIN THIRTY (30) DAYS OF THE TERMINATION OR EXPIRY OF THIS AGREEMENT, FAILING WHICH SUCH CLAIM SHALL BE DEEMED TIME-BARRED AND YOU SHALL HAVE NO FURTHER RIGHT TO BRING SUCH CLAIM.
(e) IF THE AUTHORIZED USER WHO ACCEPTED THIS AGREEMENT DID NOT SPECIFY A VALID ENTITY NAME, THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN ACCEPTED ON BEHALF OF SUCH AUTHORIZED USER'S EMPLOYER AND SUCH EMPLOYER'S AFFILIATES, AND ALL REFERENCES TO "YOU" AND "YOUR" IN THIS AGREEMENT SHALL BE CONSTRUED ACCORDINGLY.
8. Warranty Disclaimer
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, USAGE OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR ARISING FROM COURSE OF DEALING AND COURSE OF PERFORMANCE) ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Confidentiality
9.1 The Receiving Party will:
(a) use the Confidential Information solely for the purposes of performing obligations or exercising rights under this Agreement;
(b) keep Confidential Information secure and take no lesser security measures and degree of care to protect Confidential Information than it applies to its own confidential information; and
(c) not disclose Confidential Information to any third party except with the prior written consent of the other or as permitted by this Section 9.
9.2 The Receiving Party may disclose the Disclosing Party’s Confidential Information to its and its Affiliates’ directors and employees and any subcontractors or other third parties which are directly involved in, and need to know such Confidential Information for the purpose of, enabling the recipient to perform its obligations or exercise its rights under this Agreement.
9.3 The obligations of confidentiality set out in this Section 9 will not apply to the extent:
(a) the Disclosing Party has given specific prior written consent to the disclosure;
(b) to Confidential Information which has entered the public domain, other than as a result of a breach of this Section 9 by the Receiving Party;
(c) the Receiving Party can show that the information was obtained, free from any restrictions as to its use or disclosure, from a third party who was free to divulge it;
(d) the information was developed independently of any information received under this Agreement by the Receiving Party and by persons who had no access to, or knowledge of, that information; or
(e) the Receiving Party was required to disclose the Confidential Information by a court or regulatory authority of competent jurisdiction, and used reasonable endeavors to limit the scope of the required disclosure and to maintain the confidentiality of the disclosed Confidential Information to the extent possible (provided that this exception will not otherwise render the information to no longer be considered Confidential Information).
9.4 To the extent that We or You do not require the Confidential Information of the other to perform obligations or exercise rights under the Agreement, We or You (as applicable) will (and will procure that their directors, employees, sub-contractors and other relevant third parties shall) either return or destroy the Confidential Information together with any copies, notes, analyses or records of such Confidential Information and any documents and other material (including all electronically generated or stored data) containing, reflecting or deriving from the Confidential Information which are in its possession or under its control.
9.5 Damages may not be an adequate remedy for a breach of this Section 9. We and You will be entitled to seek any legal or equitable relief, including injunctive relief or specific performance, upon the breach (or reasonably anticipated breach) of any part of this Section 9.
10. Force majeure
10.1 Other than a failure to comply with a material obligation under this Agreement, neither You nor We will be liable for a failure to perform or delay in performing obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.
10.2 If You or We are prevented from performing any obligations due to a Force Majeure Event, You or We will as soon as reasonably practicable after the start of the Force Majeure Event notify the other of the event and of its likely or potential duration and will use reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.
11. Suspension
We may, upon notice to You by email or in-app notification, suspend the provision of all or part of the Solution for any reason with immediate effect.
12. Term and termination
12.1 This Agreement will come into effect on the date on which You accept this Agreement in-product and will continue in force for the Term.
12.2 Either Party may terminate this Agreement at any time for any reason by giving notice to the other Party by email or in-app notification, with immediate effect.
12.3 This Agreement shall be deemed terminated with immediate effect upon deletion of Your workspace within the Solution.
13. Consequences of termination
13.1 Termination of this Agreement will terminate any obligations of the Parties under the Agreement other than those obligations that survive the expiration or termination of this Agreement.
13.2 Termination or expiry of this Agreement as a whole will not affect:
(a) Our accrued rights and obligations at the date of termination;
(b) Our right to claim damages for losses whenever they occur provided they arise out of an event occurring on or before termination of this Agreement; and
(c) the continued existence and the validity of the rights and obligations under any Sections the survival of which is necessary for the interpretation or enforcement of this Agreement.
13.3 On termination or expiry of this Agreement:
(a) We will cease provision of the Solution;
(b) all licenses granted under this Agreement will terminate and You will cease Your use of the Solution; and
(c) You shall be solely responsible for exporting Your Data from the Solution in a reliable format prior to the termination or expiry of this Agreement.
13.4 Unless the parties are negotiating the purchase of licenses by You or Your Affiliate, on termination of this Agreement, You and We will permanently destroy any Confidential Information of the other together with all copies except to the extent You or We are required by any law, regulation, or government or regulatory body to retain any documents or materials.
14. Export Control, Sanctions Compliance and Anti-Bribery and Corruption
14.1 You will not permit any third party or Authorized Users to access or use the Solution in violation of any applicable laws. Without limiting the generality of the foregoing, You will not permit any third party or Authorized Users to access or use the Solution in, or export the Solution to, the Sanctions Compliance Territories. You will not permit any individual or entity to access the Solution if they are subject to sanctions imposed by any government authority or institution in the Sanctions Compliance Territories. Each Party represents and warrants that it and its Affiliates are not subject to any sanctions imposed by any government authority or institution within the Sanctions Compliance Territories.
14.2 Each Party hereby undertakes that its directors, officers or employees and those of its Affiliates have not offered, promised, given, authorized, solicited or accepted any undue pecuniary or other advantage of any kind.
14.3 Each Party agrees to comply with all applicable anti-bribery and anti-corruption laws and regulations. Neither Party shall offer, promise, give, solicit, or accept any bribe or engage in any other form of corruption, including extortion, fraud, or collusion.
15. General
15.1 Unless expressly provided in this Agreement, no term of this Agreement is enforceable by any person who is not a party to it.
15.2 This Agreement constitutes the entire agreement and understanding of You and Us with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous agreements, representations, understandings or arrangements between You and Us in relation to such subject matter. If You enter into an Order Form for the purchase of services from Pigment, that Order Form and any framework agreement incorporated by reference therein shall supersede this Agreement upon full execution between the Parties and/or their respective Affiliates.
15.3 This Agreement and any Addendums may be updated by Us from time to time. Your continued use of or access to the Solution after any such update constitutes Your acceptance of such updated terms.
15.4 Neither Party may assign this Agreement or its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to any of its Affiliates or to a successor in connection with a merger, reorganization of its business, acquisition, or other transfer of all or substantially all of its assets or voting securities. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party's permitted successors and assigns. Non-permitted assignments are void and will create no obligations on the Parties.
15.5 We may use subcontractors to perform Our obligations and permit them to exercise Our rights under this Agreement, but We at all times remain responsible for compliance of any such subcontractor with this Agreement.
15.6 Except as expressly set out in this Agreement, no purported variation or modification of this Agreement will be valid unless it is in writing (which excludes email) and signed by or on behalf of each of You and Us.
15.7 No failure or delay to enforce or exercise any right or remedy under this Agreement or by law will be deemed to be a waiver of that or any other right or remedy, nor will it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of this Agreement will not be deemed to be a waiver of any subsequent breach.
15.8 We may send notices to You via email or in-app notification, which shall be deemed valid and received upon transmission. You may send notices to Us via email to legal@pigment.com. Either Party may, by a notice given in accordance with this Section, change its contact details for the purposes of this Section.
15.9 Nothing in this Agreement is intended to or will operate to create a partnership or joint venture between You and Us, or to authorize either to act as agent for the other and neither You nor We will have authority to act in the name of or on behalf of the other, or to enter into any commitment or make any representation or warranty or otherwise bind the other in any way.
15.10 Sections 1, 2.6, 2.8, 2.12, 2.14, 2.15, 4, 6.7, 6.8, 6.9, 7, 8, 9, 10, 13, 14, 15, and 16 will survive the termination or expiration of this Agreement.
16. Governing Law and Jurisdiction
16.1 This Agreement and any dispute or claim (whether contractual or non-contractual) 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 England and Wales without regard to conflicts of laws rules.
16.2 Competent courts located within England and Wales shall have exclusive jurisdiction for actions arising under or in connection with this Agreement, its subject matter or formation.
17. Definitions and Interpretation
17.1 In this Agreement, unless the context otherwise requires, the following definitions will apply:
"Acceptable Use Policy” means the rules for use of the Solution, as may be modified from time to time and made available by Us.
"Addendums" means the Data Processing Addendum, Security Addendum, Acceptable Use Policy and AI Addendum, each as incorporated by reference into this Agreement and as may be updated from time to time.
"Affiliate” means an entity that directly or indirectly owns or controls, is owned or is controlled by or is under common ownership or control with a party, where "control" means the power to direct the management or affairs of an entity, and "ownership" means beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the entity's voting equity securities or equivalent voting interests.
"Agreement" means this Pigment Trial Agreement and any Addendums incorporated herein.
“AI Features” means any artificial intelligence features included in or related to the Solution.
"Authorized Users" means Your or Your Affiliate’s employees, agents, independent contractors or other individuals who You authorize to use the Solution, and authorized service partners of Pigment to whom You grant access in accordance with this Agreement.
“Beta Features” means any beta products, pre-release products, testing or other experimental features related to the Solution.
"Competitor" means any person or entity that develops, markets, sells or distributes a product or service that competes, directly or indirectly, with the Solution.
"Confidential Information" means any confidential information which is disclosed, or made available, by a party to the other party which is designated in writing as confidential or would appear to a reasonable person to be confidential and which relates to the disclosing party’s business including business methods, corporate plans or intentions, management systems, finances, new business opportunities, operations, processes, trade secrets, know how, personnel, suppliers and customers, potential suppliers and customers, and any information in respect of which the disclosing party owes an obligation of confidentiality to any third party and including any designs, plans, software or other materials created by Us in connection with this Agreement, and all information derived from any of the above together with the existence or provisions of this Agreement and any negotiations relating to it.
"Data Processing Addendum" means the Data Processing Addendum, as may be updated from time to time and made available by Us.
“Disclosing Party” means a Party disclosing Confidential Information to the Receiving Party.
“Feedback and Improvements” means: (i) any suggestions, recommended improvements, or any other feedback You provide us with related to the Services, underlying technology, or Our marketing materials; or (ii) the way You use the Solution from time to time, excluding Your Data.
"Force Majeure Event" means any event outside the reasonable control of You or Us affecting the ability to perform obligations under this Agreement including, but not limited to, natural disaster, earthquake, epidemic, fire, flood, lightning, war, revolution, acts of terrorism, riot or civil commotion, imposition of sanctions, embargo, or breaking off of diplomatic relations, cyber warfare, embargoes, any labor or trade dispute, strikes, industrial action or lockouts, and any non-performance by suppliers or subcontractors.
“Interactive Data” means data relating to or arising out of Authorized User behavior, traffic patterns, feature usage, prompts, dialogue with AI Features, session data, telemetric data, and other interactive information relating to the Solution.
"IPR" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"Marks" means logos, trade names or trademarks.
“Personal Data” means any information relating to an identified or identifiable natural person (an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person).
“Receiving Party” means a Party receiving Confidential Information from a Disclosing Party.
“Sanctions Compliance Territories” means a country or group of countries subject to sanctions or an embargo imposed by a government authority or institution from the United States, Canada, United Kingdom, any European Economic Area, Switzerland, or Australia.
"Security Addendum" means Our security addendum, which may be updated from time to time and made available by Us.
"Services" means the provision by Us to You of the Solution and any support that We provide to assist You in using the Solution, including any improvements We may make to the Solution.
"Solution" means Our quantitative data planning and analysis solution for businesses, including without limitation, the AI Features, which is accessible online under the software-as-a-service model.
"Term" means the Trial Period.
"Trial Period" means the period commencing on the date on which You accept this Agreement in-product and ending on the earlier of: (a) the expiry of the trial duration specified to You by Us in-product at the time of acceptance or by email, as may be extended by Us at Our sole discretion; or (b) the date on which We remove Your access to the Solution or otherwise discontinue the trial, which We may do at any time at Our sole discretion and without any liability to You..
"Your Data" means any information, including Personal Data, that is provided by or on behalf of You to Us or collected by Us as part of Your use of the Services, including any information derived from such information.
17.2 In this Agreement, unless the context otherwise requires, the following rules of interpretation will apply:
(1) words in the singular include the plural and vice versa;
(2) a reference to:
(a) any party includes its successors in title and permitted assigns;
(b) a party, Section and Addendum is to a party to, a Section of and an Addendum to this Agreement; and
(c) a person includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality);
(3) the words "includes" or "including" will be construed without limitation;
(4) if there is any conflict, ambiguity or inconsistency between the provisions of an Addendum and the provisions in the remainder of this Agreement, then the provisions of this Agreement will prevail unless expressly stated otherwise in the relevant Addendum.