PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE OR CLICKING “AGREE” CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER’S BEHALF.
THIS SUBSCRIPTION AGREEMENT is between The Trident Group, Inc., a Georgia corporation (TGI), and the customer agreeing to these terms (Customer):
- SOFTWARE SERVICE. This agreement provides Customer access to and usage of an Internet based software service as specified on an order (Service):
USE OF SERVICE.
- Customer Owned Data. All data uploaded by Customer remains the property of Customer, as between TGI and Customer (Customer Data). Customer grants TGI the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, Customer may export its Customer Data as allowed by functionality within the Service.
- Access and Usage. Customer may allow its consultants to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its consultants.
- Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify TGI promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s user guide and applicable law.
- TGI Support. TGI must provide customer support for the Service under the terms of TGI’s Customer Support Policy (Support) which is located at support.oneteam.net.
- Onboarding Services. TGI may provide onboarding services as further specified in an order.
- 30-Day Trial Version. If Customer has registered for a trial use of the Service, Customer may access the Service for a 30-day time period (unless extended by TGI in writing). All Customer Data will be deleted after the trial period, unless Customer converts its account to a paid Service.
- Free Version. Customer may register for a no-charge version of the Service for the sole purposes of responding to data calls and proposal writing assignments. Customer may access the no-charge version of the Service until it is cancelled by TGI upon notice via email, or by the Customer. All Customer information will be deleted after the no-charge period ends, unless Customer converts its account to a paid Service.
- WARRANTY DISCLAIMER. THE SERVICE IS PROVIDED 'AS IS' WITHOUT WARRANTY. TGI DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE TGI TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, TGI DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
- PAYMENT. Customer must pay all fees as specified on the order. Invoices are due upon the later of, (i) the date the 30-day trial expires, (ii) receipt of invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
- Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). TGI’s Confidential Information includes without limitation the Service, its user interface design and layout, and pricing information.
- Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and consultants who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
- Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
- Reservation of Rights. The software, workflow processes, user interface, designs, and other technologies provided by TGI as part of the Service are the proprietary property of TGI and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with TGI. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. TGI reserves all rights unless expressly granted in this agreement.
- Restrictions. Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
- Anonymized Data. During and after the term of this agreement, TGI may use and owns all anonymized data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
TERM AND TERMINATION.
- Term. This agreement continues until all orders have expired or are terminated for material breach under Section 7(b).
- Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
Return of Customer Data.
- Within 60-days after termination, upon request TGI will make the Service available for Customer to export Customer Data as provided in Section 2(a).
- After such 60-day period, TGI has no obligation to maintain the Customer Data and may destroy it.
- Return TGI Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay TGI for any unpaid amounts, and destroy or return all property of TGI. Upon TGI’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
- Suspension for Violations of Law. TGI may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. TGI will attempt to contact Customer in advance.
- Suspension for Non-Payment. TGI may temporarily suspend the Service if Customer is more than 30 days late on any payment due pursuant to an order.
- GOVERNING LAW AND FORUM. This agreement is governed by the laws of the State of Alabama (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Madison County, Alabama, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
- Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by TGI. No waiver is effective unless the party waiving the right signs a waiver in writing.
- No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
- Independent Contractors. The parties are independent contractors with respect to each other.
- Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
- Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
- No Additional Terms. TGI rejects additional or conflicting terms of any Customer form-purchasing document.
- Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.
- Survival of Terms. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.
- Feedback. If Customer provides feedback or suggestions about the Service, then TGI (and those it allows to use its technology) may use such information without obligation to Customer.
- Publicity. Customer agrees to allow TGI to use Customer’s name and logo in TGI’s marketing communications and materials, in TGI customer lists, and on the TGI website, all in accordance with Customer’s trademark guidelines and policies.