JITTERBIT TRIAL SERVICES TERMS AND CONDITIONS
Online Version November 21, 2022
Thank you for choosing the Trial Services (“Trial Services”). Your use of the Trial Services is governed by the terms and conditions listed below, which are an agreement between you and Jitterbit, Inc (“The Agreement”).
BY PROVIDING INFORMATION TO SETUP AN ACCOUNT AND CLICKING A BOX INDICATING ACCEPTANCE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREOF. IF YOU DO NOT ACCEPT AND COMPLY WITH THESE TERMS, YOU MAY NOT USE THE TRIAL SERVICES.
By accepting this Agreement or using the Trial Services, you agree to all of these terms and consent to the transmission of certain information during activation and use of the Trial Services
“Customer Data” means all of your electronic data processed by the Trial Services, including personal information.
“Platform” means the generally available, self-service “Harmony” branded software platform, including any other services provided online by Jitterbit, including the App Builder Application, and any Jitterbit Applications, and related documentation as made available to you for Trial Services.
Grant of License.
Subject to all of the terms and conditions of this Agreement, Jitterbit grants you, during the Term, a limited, non-exclusive, non-transferable, non-sublicensable license to use the Trial Services internally solely for the purpose of testing and quality assurance. Unless you enter into a separate written agreement with Jitterbit, any other use is prohibited.
You hereby grant Jitterbit a limited, revocable, worldwide license to use and process Customer Data during the term to (a) provide the Trial Services, including executing electronic and/or automated transfers of such Customer Data in accordance with the configurations and security settings of the Trial Services, and (b) comply with applicable law or governmental order.
You shall not
(i) sublicense, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Platform, or make the Platform available to any third party;
(ii) copy the Platform or any part, feature, function or user interface thereof, or create derivative works, extensions or modifications of the Platform
(iii) reverse engineer or attempt to ascertain the source code of the Platform, or use or access the Platform for the purpose of creating a competitive product;
(iv) remove any product identification, proprietary, copyright, or other notices contained in the Platform;
(v) use in violation of applicable law (including export control laws) or regulation or in breach of the rights of third parties;
(vi) send or store infringing, obscene, threatening, libelous, or unlawful or tortious material, including material harmful to children or violative of third party rights;
(vii) knowingly interfere with or disrupt the integrity or performance of the Platform or the data therein;
(viii) attempt to gain unauthorized access to the Platform or related systems or networks;
(ix) transmit or process Personal Information in violation of applicable Data Protection Laws.
Term of User Trial.
This Agreement is effective as of the Effective Date and will continue for the free trial period indicated by Jitterbitt. Jitterbit may terminate, extend or renew the Term for any reason at its discretion. “Effective Date” means the date on which the Trial Services are first made available to you.
Trial Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Trial Services are provided solely and exclusively “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND. JITTERBIT DOES NOT GUARANTEE OR WARRANT YOUR USE OF THE TRIAL SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE. CUSTOMER ASSUMES AND UNCONDITIONALLY RELEASES JITTERBIT FROM ALL RISKS ASSOCIATED WITH THE USE OF ANY TRIAL SERVICES. Jitterbit may discontinue the Trial Services at any time in its sole discretion.
No Support & Maintenance:
Jitterbit shall have no support or maintenance obligations with respect to the Trial Services.
You may terminate your use of Trial Services at any time during the Term. Trial Services will terminate on the earlier of: (i) the end of the free trial period for which you registered or for which additional products/functionality were made available to you on a trial basis; (ii) the start date of the Subscription Term for purchased access to the Platform or additional products/functionality or (iii) or upon your written notice of termination of the Trial Services. Jitterbit may suspend or terminate your use of Trial Services if (i) it is reasonably needed to prevent unauthorized access to Customer Data; (ii) for your use of the Jitterbit Platform outside of the scope of the Grant of License or breach of your obligations set forth above and (iii) if Jitterbit determines your continued use of the Platform may result in material harm to Jitterbit, you or Jitterbit’s other customers.
NO DATA RETENTION.
ANY CUSTOMER DATA ENTERED INTO THE TRIAL SERVICES MAY BE PERMANENTLY LOST UNLESS CUSTOMER: (i) PURCHASES A SUBSCRIPTION TO THE PLATFORM COVERED BY THE TRIAL SERVICES; (ii) PURCHASES UPGRADED SERVICES, OR (iii) EXPORTS SUCH CUSTOMER DATA PRIOR TO TERMINATION OF THE TRIAL SERVICES.
EXCLUSIONS, LIMITED LIABILITY.
IN NO EVENT WILL JITTERBIT OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, FAILURE OF SECURITY MECHANISMS, OR DAMAGES ASSOCIATED WITH LOST PROFITS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF JITTERBIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JITTERBIT’S ENTIRE LIABILITY IN CONNECTION WITH ANY USE OF THE TRIAL SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES FOR JITTERBIT NEGLIGENCE AND WILL NOT, AS TO ANY INDIVIDUAL CLAIM OR IN THE AGGREGATE, EXCEED $500. IF CUSTOMER DOES NOT AGREE TO THE ALLOCATION OF RISK IN THIS SECTION, ITS SOLE RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE TRIAL SERVICES. The parties agree that the limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Jitterbit owns all right, title, and interest in and to: (i) the Jitterbit name and logo, Jitterbit’s other trademarks and service marks, including ‘Harmony’ as applied to the Platform, (ii) the Jitterbit Platform, Jitterbit Applications, Documentation, Training Materials, including any customizations, modifications, adaptations, or derivative works, and all intellectual property rights thereto (“Jitterbit Materials”).
Any software, applications, documentation or technical information provided by Jitterbit or accessible to you as part of the Trial Services are proprietary to and contains valuable trade secrets of Jitterbit and shall be deemed Jitterbit Confidential Information. Except as expressly authorized herein, you will hold the Jitterbit Confidential Information in confidence and shall not use or disclose any of the Jitterbit Confidential Information to any third party. You acknowledge and agree that disclosure and/or misuse of Jitterbit Confidential Information could cause substantial harm to Jitterbit that could not be remedied by the payment of damages alone, and therefore Jitterbit shall be entitled to appropriate equitable relief in addition to whatever remedies it may have at law.
Jitterbit Service Data.
Jitterbit may collect and maintain “Service Data” which is data generated as a by-product of use of the Platform. Jitterbit may collect Service Data for a number of reasons, including, but not limited to, operating or monitoring security of the Platform, providing Support, including system log and debug data, authenticating user entitlement, and/or to improve the Platform and related services.
If you voluntarily submit to Jitterbit any suggestions, ideas, enhancement requests, feedback, recommendations concerning the features and functions of the Platform (“Suggestions”), you hereby grant Jitterbit and its Affiliates a non-exclusive, royalty‑free, worldwide, perpetual, irrevocable license to freely use, disclose, and otherwise exploit such Suggestions, including by incorporating the Suggestions into future versions of the Platform.
If any provision hereof is found invalid or unenforceable pursuant to judicial decision, the remainder of this Agreement will remain valid and enforceable according to its terms.
The Jitterbit Platform is “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of these components by the U.S. Government will be governed solely by the terms of this Agreement.
The prevailing party will have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing this Agreement.
Jitterbit may on written notice assign this Agreement without the other party’s written consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. You may not assign or transfer this Agreement. Subject to the foregoing, any other assignment to this Agreement will be null and void, and any permitted assignments will be binding and inure to the benefit of the parties, their respective successors and permitted assigns.
The relationship between the parties created by this Agreement is that of independent contractors and neither party will have any authority to create any obligation on behalf of the other.
Governing Law; Venue.
This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof. All disputes with respect to this Agreement shall be heard exclusively in the courts located in San Francisco, California (State or Federal Courts).
No Third Party Beneficiaries.
This Agreement does not and is not intended to confer any rights or remedies to any third parties.
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior arrangements relating thereto.